Definition of Post-Closing Valuation Date


Post-Closing Valuation Date means the date that is sixty (60) days after the Effectiveness Date; provided, that if either Leveille or Mammano is unable to sell any Buyer Shares during such sixty (60) day period solely (i) as a result of a Buyer-imposed black-out period or (ii) because he is made privy by the Buyer or any Affiliate of the Buyer to any material non-public information regarding the Buyer or is otherwise prohibited from trading in Buyer Common Stock pursuant to Buyer's Insider Trading Policy or Buyer's Code of Conduct, then the Post-Closing Valuation Date shall be delayed by the number of days of such black-out period or the number of days during which such information remains material and non-public or during which such prohibition remains in effect.
Sample 1