New Issuance. Seller shall sell, and Purchaser shall purchase, Common Shares of a value of $350,000,000 which were previously authorized but unissued (the "New Shares"). The purchase price for the New Shares shall be an amount (not less $5.00 per share) equal to the average closing price of the Common Shares five trading days immediately preceding the "New Share Closing" (as defined in Section 1.4(a)), all as reported in the Wall Street Journal. The Purchaser shall pay such purchase price by (i) paying to Seller at the New Share Closing $5.00 per share by wire transfer of immediately available funds, and (ii) delivering to Purchaser the Revolving Promissory Note in the form attached hereto as Exhibit 1 (the "Note").
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Sources: Trust Agreement (Conagra Foods Inc /De/), Trust Agreement (Conagra Inc /De/)