Valuation of Consideration. In the event of a Liquidation Transaction as described in Section 2(c)(i) above, if the consideration received by the Corporation is other than cash, its value will be deemed its fair market value. Any securities shall be valued as follows: (A) Securities not subject to investment letter or other similar restrictions on free marketability: (1) If traded on a securities exchange, the value shall be the average of the closing prices of the securities on such exchange over the 10 trading-day period ending three (3) business days prior to the closing; (2) If actively traded over-the-counter, the value shall be the average of each day’s average of the closing bid and ask prices over the 10 trading day period ending three (3) business days prior to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as specified above in Section 2(c)(ii)(A) to reflect the approximate fair market value thereof, as determined in good faith by the Board of Directors.
Appears in 2 contracts
Sources: Preferred Stock Purchase Warrant (Zoosk, Inc), Preferred Stock Purchase Warrant (Zoosk, Inc)