Closing Sale Price. “Closing Sale Price” shall mean for any security as of any date, the last closing trade price for such security on the principal securities exchange or trading market where such security is listed or traded, as reported by Bloomberg, L.P. (“Bloomberg”), or if the foregoing do not apply, the average of the bid prices of all of the market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.
Closing Sale Price of the Parent Common Shares shall mean, as of any date, the closing sale price per share (or if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on the principal Securities Exchange on which the Parent Common Shares are traded or, if the Parent Common Shares are not traded on a Securities Exchange, then a United States or Canadian national or regional securities exchange on which the Parent Common Shares are traded, or, if the Parent Common Shares are not so traded, then in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization. In the absence of such a quotation, the Closing Sale Price shall be an amount determined by the Board of Directors to be the fair market value of a Parent Common Share;
Closing Sale Price. 71 8.2.1. ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF OBLIGATIONS..................................................... 71 8.2.2. DELIVERIES....................................................... 72 8.2.3. GART ADVERSE CHANGES............................................. 72 8.2.4. TAX OPINIONS..................................................... 72 8.2.5. COMFORT LETTERS.................................................. 72 8.2.6. THIRD PARTY CONSENTS............................................. 72 8.3. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF GART AND MERGERSUB............ 72 8.3.1. ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF OBLIGATIONS..................................................... 73 8.3.2. DELIVERIES....................................................... 73 8.3.3. COMPANY ADVERSE CHANGES.......................................... 73 8.3.4. TAX OPINIONS..................................................... 73 8.3.5. COMFORT LETTERS.................................................. 74 8.3.6. FINANCING........................................................ 74 8.3.7. THIRD PARTY CONSENTS............................................. 74 8.3.8. DISSENTING SHARES................................................ 74
Closing Sale Price. The Closing Sale Price shall not be less than $7.00.
Closing Sale Price. The definition of “Closing Sale Price” in Section 1.01 of the Indenture is hereby amended to read as follows in its entirety:
Closing Sale Price. The term “Closing Sale Price” means the fair market value of the Shares as determined by the Board of Directors of the Company using its good faith judgment to determine the fair market value. The Board of Directors’ determination shall be binding upon all parties absent demonstrable error. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.
