Common use of Final Valuation Clause in Contracts

Final Valuation. If, on the date the DETERMINATION mentioned in Section 4.4 has become final, the SHARES OF PURCHASER STOCK (i) have been publicly traded for more than a month before said date, the SHARES OF PURCHASER STOCK shall be valued at 90% (ninety percent) of the average of the CLOSING PRICES PER SHARE for the 30 (thirty) consecutive ▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇▇ PIE Carine BARBELIVIEN /s/ ST /s/ FP /s/ CB ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ IN-COM GALILEO /s/ MF /s/ [Illegible] /s/ [Illegible] [LOGO] PICTORIS ACQUISITION AGREEMENT trading days ending said date or (ii) have not been publicly traded for more than a month before said date, in which case the price of the SHARES OF PURCHASER STOCK shall be set by the PURCHASER, within one month (of the date the DETERMINATION has become final), if it were to decide that the payment of the FINAL INSTALLMENT might not be made entirely in cash, the PURCHASER shall notify the SELLERS of the allocation of such payment between cash and SHARES OF PURCHASER STOCK (subject to the SELLERS prerogative contained in Section 4.1) and shall provide the SELLERS with all of the information that a public corporation is required to make available to the public, in accordance with US Stock Market regulations; if the SELLERS are not satisfied with the price proposed by the PURCHASER, and unless the PURCHASER has received a formal valuation from an independant third party in the 3 (three) months preceding the date the DETERMINATION has become final, in which case the PURCHASER shall have the right to rely on said valuation, the SELLERS may, within a period of 2 (two) weeks (from the notification of the price of the SHARES OF PURCHASER STOCK set by the PURCHASER), request the US INDEPENDANT AUDITORS to calculate, within a 30 (thirty) day deadline, the value of the SHARES OF PURCHASER STOCK on the date the DETERMINATION has become final.

Appears in 1 contract

Sources: Acquisition Agreement (Agency Com LTD)

Final Valuation. If, on the date the DETERMINATION mentioned in Section 4.4 has become final, the SHARES OF PURCHASER STOCK (i) have been publicly traded for more than a month before said date, the SHARES OF PURCHASER STOCK shall be valued at 90% (ninety percent) of the average of the CLOSING PRICES PER SHARE for the 30 (thirty) consecutive ▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇▇ PIE Carine BARBELIVIEN /s/ ST /s/ FP /s/ CB ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ IN-COM GALILEO /s/ MF /s/ [Illegible] /s/ [Illegible] [LOGO] PICTORIS ACQUISITION AGREEMENT trading days ending said date or (ii) have not been publicly traded for more than a month before said date, in which case the price of the SHARES OF PURCHASER STOCK shall be set by the PURCHASER, within one month (of the date the DETERMINATION has become final), if it were to decide that the payment of the FINAL INSTALLMENT might not be made entirely in cash, the PURCHASER shall notify the SELLERS of the allocation of such payment between cash and SHARES OF PURCHASER STOCK (subject to the SELLERS prerogative contained in Section 4.1) and shall provide the SELLERS with all of the information that a public corporation is required to make available to the public, in accordance with US Stock Market regulations; if the SELLERS are not satisfied with the price proposed by the PURCHASER, and unless the PURCHASER has received a formal valuation from an independant third party in the 3 (three) months preceding the date the DETERMINATION has become final, in which case the PURCHASER shall have the right to rely on said valuation, the SELLERS may, within a period of 2 (two) weeks (from the notification of the price of the SHARES OF PURCHASER STOCK set by the PURCHASER), request the US INDEPENDANT AUDITORS to calculate, within a 30 (thirty) day deadline, the value of the SHARES OF PURCHASER STOCK on the date the DETERMINATION has become final.

Appears in 1 contract

Sources: Acquisition Agreement (Agency Com LTD)