Common use of Value of Consideration Clause in Contracts

Value of Consideration. For the purpose of calculating the AGC received in a Sale Transaction, any securities, other than a promissory note, will be valued at the time of the closing of the Sale Transaction, without regard to any restrictions on transferability, as follows: (i) if such securities are traded on a stock exchange, the securities will be valued at the average last sale or closing price for the ten trading day period ending two days prior to the closing of the Sale Transaction; (ii) if such securities are traded primarily in over-the-counter transactions, the securities will be valued at the mean of the closing bid and asked quotations similarly averaged over a ten trading day period ending two days prior to the closing of the Sale Transaction; and (iii) if such securities have not been traded prior to the closing of the Sale Transaction, Xxxxxxxx Xxxxx and the Company shall negotiate in good faith to agree on a fair valuation thereof, without regard to any restrictions on transferability, for the purposes of calculating the AGC. For any lease payments and other consideration that is not freely tradable or has no established public market, if the consideration utilized consists of property other than securities, then the value of such property shall be the fair market value thereof as determined in good faith by Xxxxxxxx Xxxxx and the Company. If any consideration to be paid is computed in any foreign currency, the value of such foreign currency shall, for purposes hereof, be converted into U.S. dollars at the prevailing exchange rate on the date or dates on which such consideration is payable. The value of any purchase money or other promissory notes shall be deemed to be the face amount thereof. In the event the AGC includes any Contingent Payments, Xxxxxxxx Lokey’s Transaction Fee shall be calculated based on the mutually agreed value of such Contingent Payments as of closing. If the parties cannot reach such an agreement, an additional Sale Transaction Fee shall be paid to Xxxxxxxx Xxxxx from, and on account of, such Contingent Payments at the same time that each of such Contingent Payments are received regardless of any prior termination or expiration of this Agreement. Each such additional Sale Transaction Fee shall be calculated pursuant to the provisions of this Agreement based upon the amount of each such Contingent Payment.

Value of Consideration. For the purpose of calculating the AGC Aggregate Gross Consideration received in a Sale Transaction, any securities, securities (other than a promissory note, ) will be valued at the time of the closing of the Sale Transaction, Transaction (without regard to any restrictions on transferability, ) as follows: (i) if such securities are traded on a stock exchange, the securities will be valued at the average last sale or closing price for the ten trading day period ending two days immediately prior to the closing of the Sale Transaction; (ii) if such securities are traded primarily in over-the-counter transactions, the securities will be valued at the mean of the closing bid and asked quotations similarly averaged over a ten trading day period ending two days immediately prior to the closing of the Sale Transaction; and (iii) if such securities have not been traded prior to the closing of the Sale Transaction, Xxxxxxxx Xxxxx will prepare a valuation of the securities, and Xxxxxxxx Xxxxx and the Company shall will negotiate in good faith to agree on a fair valuation thereof, without regard to any restrictions on transferability, thereof for the purposes of calculating the AGC. For any lease payments and other consideration that is not freely tradable or has no established public market, if the consideration utilized consists of property other than securities, then the value of such property shall be the fair market value thereof as determined in good faith by Xxxxxxxx Xxxxx and the Company. If any consideration to be paid is computed in any foreign currency, the value of such foreign currency shall, for purposes hereof, be converted into U.S. dollars at the prevailing exchange rate on the date or dates on which such consideration is payableTransaction Fee. The value of any purchase money or other promissory notes shall be deemed to be the face amount thereof. In the event the AGC Aggregate Gross Consideration includes any Contingent Payments, Xxxxxxxx Lokey’s Transaction Fee shall be calculated based on the mutually agreed fair market value of such Contingent Payments as of closing. If closing and Xxxxxxxx Xxxxx shall be paid such Transaction Fee at the parties canclosing of the Transaction provided that the Company has received from the closing of the Transaction payments in excess of such Transaction Fee; if the Company has not reach received such an agreementpayments as of Closing, an additional Sale Transaction Fee shall be paid to Xxxxxxxx Xxxxx from, and on account of, such Contingent Payments at the same time that each of such Contingent Payments are is received by any Constituent(s), regardless of any prior expiration or termination or expiration of this Engagement Agreement. Each such additional Sale Transaction Fee The fair market value of any Contingent Payments, as of the closing of the Transaction, shall be calculated pursuant negotiated in good faith by Xxxxxxxx Xxxxx and the Company. In the event that ACIM or any material portion of its assets or operations are, directly or indirectly, included in a Transaction involving the sale or conveyance of other assets of, or ownership interests in, or other change in control of the Company, the Company and Xxxxxxxx Xxxxx shall agree in good faith on a fair allocation of the AGC received in such Transaction attributable to Mr. J. Xxxxxxx Xxxx III Acuity CiMatrix (formerly known as Robotic Vision Systems, Inc.) Effective as of March 28, 2005 ACIM, and such allocation shall be included in the provisions of this Agreement based upon the amount of each such Contingent PaymentAGC used hereunder in determining Xxxxxxxx Lokey’s Transaction Fee.

Value of Consideration. For the purpose of calculating the AGC received in a Sale Transaction, any securities, other than a promissory note, will be valued at the time of the closing of the Sale Xxxxxx Xxxxxxxxx Ascendia Brands, Inc. As of July 3, 2008 Transaction, without regard to any restrictions on transferability, as follows: (i) if such securities are traded on a stock exchange, the securities will be valued at the average last sale or closing price for the ten trading day period ending two days immediately prior to the closing of the Sale Transaction; (ii) if such securities are traded primarily in over-the-counter transactions, the securities will be valued at the mean of the closing bid and asked quotations similarly averaged over a ten trading day period ending two days immediately prior to the closing of the Sale Transaction; and (iii) if such securities have not been traded prior to the closing of the Sale Transaction, Xxxxxxxx Xxxxx and the Company shall negotiate in good faith to agree on a fair valuation thereof, without regard to any restrictions on transferability, for the purposes of calculating the AGC. For any lease payments and other consideration that is not freely tradable tradeable or has no established public market, if the consideration utilized consists of property other than securities, then the value of such property shall be the fair market value thereof as determined in good faith by Xxxxxxxx Xxxxx and the Company. If any consideration to be paid is computed in any foreign currency, the value of such foreign currency shall, for purposes hereof, be converted into U.S. dollars at the prevailing exchange rate on the date or dates on which such consideration is payable. The value of any purchase money or other promissory notes shall be deemed to be the face amount thereof. In the event the AGC includes any Contingent Payments, Xxxxxxxx Lokey’s applicable Transaction Fee Fees shall be calculated based on the mutually agreed value of such Contingent Payments as of closing. If the parties cannot reach such an agreement, an additional Sale applicable Transaction Fee shall be paid to Xxxxxxxx Xxxxx from, and on account of, such Contingent Payments at the same time that each of such Contingent Payments are received regardless of any prior termination or expiration of this Agreement. Each such additional Sale applicable Transaction Fee shall be calculated pursuant to the provisions of this Agreement based upon the amount of each such Contingent Payment.

Value of Consideration. For the purpose of calculating the AGC received in a Sale Transaction, any securities, other than a promissory note, will be valued at the time of the closing of the Sale Transaction, without regard to any restrictions on transferability, as follows: (i) if such securities are traded on a stock exchange, the securities will be valued at the average last sale or closing price for the ten trading day period ending two days immediately prior to the closing of the Sale Transaction; (ii) if such securities are traded primarily in over-the-counter transactions, the securities will be valued at the mean of the closing bid and asked quotations similarly averaged over a ten trading day period ending two days immediately prior to the closing of the Sale Transaction; and (iii) if such securities have not been traded prior to the closing of the Sale Transaction, Xxxxxxxx Xxxxx and the Company shall negotiate in good faith to agree on a fair valuation thereof, without regard to any restrictions on transferability, for the purposes of calculating the AGC. For any lease payments and other consideration that is not freely tradable or has no established public market, if the consideration utilized consists of property other than securities, then the value of such property shall be the fair market value thereof as determined in good faith by Xxxxxxxx Xxxxx and the Company. If any consideration to be paid is computed in any foreign currency, the value of such foreign currency shall, for purposes hereof, be converted into U.S. dollars at the prevailing exchange rate on the date or dates on which such consideration is payable. The value of any purchase money or other promissory notes shall be deemed to be the face amount thereof. In the event the AGC includes any Contingent Payments, Xxxxxxxx Lokey’s Transaction Fee shall be calculated based on the mutually agreed value of such Contingent Payments as of closing. If the parties cannot reach such an agreement, an additional Sale Transaction Fee shall be paid to Xxxxxxxx Xxxxx from, and on account of, such Contingent Payments at the same time that each of such Contingent Payments are received regardless of any prior termination or expiration of this Agreement. Each such additional Sale Transaction Fee shall be calculated pursuant to the provisions of this Agreement based upon the amount of each such Contingent Payment.

Value of Consideration. For the purpose of calculating the AGC received in a Sale Transaction, any securities, other than a promissory note, will be valued at the time of the closing announcement of the Sale Transaction, without regard to any restrictions on transferability, as follows: (i) if such securities are traded on a stock exchange, the securities will be valued at the average last sale or closing price for the ten trading day period ending two days immediately prior to the closing announcement of the Sale Transaction; (ii) if such securities are traded primarily in over-the-counter transactions, the securities will be valued at the mean of the closing bid and asked quotations similarly averaged over a ten trading day period ending two days immediately prior to the closing announcement of the Sale Transaction; and (iii) if such securities have not been traded prior to the closing announcement of the Sale Transaction, Xxxxxxxx Xxxxx and the Company shall negotiate in good faith to agree on a fair valuation thereof, without regard to any restrictions on transferability, for the purposes of calculating the AGC. For any lease payments and other consideration that is not freely tradable or has no established public market, if the consideration utilized consists of property other than securities, then the value of such property shall be the fair market value thereof as determined in good faith by Xxxxxxxx Xxxxx and the Company. If any consideration to be paid is computed in any foreign currency, the value of such foreign currency shall, for purposes hereof, be converted into U.S. dollars at the prevailing exchange rate on the date or dates on which such consideration is payable. The value of any purchase money or other promissory notes shall be deemed to be the face amount thereof. In the event the AGC includes any Contingent Payments, Xxxxxxxx Lokey’s Xxxxx’x Sale Transaction Fee shall be calculated based on the mutually agreed value of such Contingent Payments as of closing. If the parties cannot reach such an agreement, an additional Sale Transaction Fee shall be paid to Xxxxxxxx Xxxxx from, and on account of, such Contingent Payments at the same time that each of such Contingent Payments are received regardless of any prior termination or expiration of this Agreement. Each such additional Sale Transaction Fee shall be calculated pursuant to the provisions of this Agreement based upon the amount of each such Contingent Payment.

Value of Consideration. For the purpose of calculating the AGC Canada AGC, U.S. AGC, and WholeCo ACG received in a relevant Sale Transaction, any securities, other than a promissory note, will be valued at the time of the closing of the relevant Sale Transaction, without regard to any restrictions on transferability, as follows: (i) if such securities are traded on a stock exchange, the securities will be valued at the average last sale or closing price for the ten trading day period ending two days immediately prior to the closing of the relevant Sale Transaction; (ii) if such securities are traded primarily in over-the-counter transactions, the securities will be valued at the mean of the closing bid and asked quotations similarly averaged over a ten trading day period ending two days immediately prior to the closing of the relevant Sale Transaction; and (iii) if such securities have not been traded prior to the closing of the relevant Sale Transaction, Xxxxxxxx Xxxxx and the Company shall negotiate in good faith to agree on a fair valuation thereof, without regard to any restrictions on transferability, for the purposes of calculating the relevant AGC. For any lease payments and other consideration that is not freely tradable or has no established public market, if the consideration utilized consists of property other than securities, then the value of such property shall be the fair market value thereof as determined in good faith by Xxxxxxxx Xxxxx and the Company. If any consideration to be paid is computed in any foreign currency, the value of such foreign currency shall, for purposes hereof, be converted into U.S. dollars at the prevailing exchange rate on the date or dates on which such consideration is payable. The value of any purchase money or other promissory notes shall be deemed to be the face amount thereof. In the event the relevant AGC includes any Contingent Payments, Xxxxxxxx Lokey’s relevant Sale Transaction Fee shall be calculated based on the mutually agreed value of such Contingent Payments as of closing. If the parties cannot reach such an agreement, an additional Sale Transaction Fee shall be paid to Xxxxxxxx Xxxxx from, and on account of, such Contingent Payments at the same time that each of such Contingent Payments are received regardless of any prior termination or expiration of this Agreement. Each such additional Sale Transaction Fee shall be calculated pursuant to the provisions of this Agreement based upon the amount of each such Contingent Payment.