Value Per Share. (a) The applicable "Valuation Date" in connection with any sale of Shares pursuant to this Agreement shall be, (i) in the case of any sale of Shares pursuant to Section 1(a), the date of the receipt by the Corporation of the written notice of exercise of the Terminated Shareholder's right to sell his Shares to the Corporation, (ii) in the case of any sale of Shares pursuant to Section 1(b), the date of the applicable court's approval of an executor or appointment of an administrator of the estate of the Deceased Shareholder, or (iii) in the case of any sale of Shares pursuant to Section 3(b), the date of the receipt by the Transferor Shareholder of the written notice of the Corporation's exercise of its option to purchase the Offered Shares. The Value Per Share for purposes of a sale of Shares pursuant to this Agreement shall, in each case (except as set forth in Section 6(b)), be the value of one (1) share of the Corporation's Common Stock which, as of the applicable Valuation Date, has been most recently determined by an independent valuation firm for purposes of setting the price at which the shares of the Corporation's Common Stock are sold to and traded within the ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ and Hills, Inc. Employees 401(k) Profit Sharing Plan (or any successor plan thereto). For purposes of determining Value Per Share, any such valuation shall be proportionately adjusted as appropriate to reflect any "Recapitalization Event" (as hereinafter defined) occurring subsequent to the date of its determination by the independent valuation firm and prior to the closing of the applicable sale of Shares pursuant to this Agreement. For purposes of this Agreement, a Recapitalization Event shall mean any of the following: (i) the payment by the Corporation of a dividend on any class of its capital stock in shares of the Corporation's Common Stock, (ii) the subdivision of the outstanding shares of the Corporation's Common Stock into a greater number of shares by way of stock split or otherwise, or (iii) the combination of the outstanding shares of the Corporation's Common Stock into a smaller number of shares by way of reverse stock split or otherwise.
Appears in 1 contract
Value Per Share. (a) The applicable "Valuation Date" in connection with any sale of Shares pursuant to this Agreement shall be, (i) in the case of any sale of Shares pursuant to Section 1(a), the date of the receipt by the Corporation of the written notice of exercise of the Terminated Shareholder's right to sell his Shares to the Corporation, (ii) in the case of any sale of Shares pursuant to Section 1(b), the date of the applicable court's approval of an executor or appointment of an administrator of the estate of the Deceased Shareholder, or (iii) in the case of any sale of Shares pursuant to Section 3(b), the date of the receipt by the Transferor Shareholder of the written notice of the Corporation's exercise of its option to purchase the Offered Shares. The Value Per Share for purposes of a sale of Shares pursuant to this Agreement shall, in each case (except as set forth in Section 6(b)), be the value of one (1) share of the Corporation's Common Stock which, as of the applicable Valuation Date, has been most recently determined by an independent valuation firm for purposes of setting the price at which the shares of the Corporation's Common Stock are sold to and traded within the ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ and Hills, Inc. Employees 401(k) Profit Sharing Plan (or any successor plan thereto). For purposes of determining Value Per Share, any such valuation shall be proportionately adjusted as appropriate to reflect any "Recapitalization Event" (as hereinafter defined) occurring subsequent to the date of its determination by the independent valuation firm and prior to the closing of the applicable sale of Shares pursuant to this Agreement. For purposes of this Agreement, a Recapitalization Event shall mean any of the following: (i) the payment by the Corporation of a dividend on any class of its capital stock in shares of the Corporation's Common Stock, (ii) the subdivision of the outstanding shares of the Corporation's Common Stock into a greater number of shares by way of stock split or otherwise, or (iii) the combination of the outstanding shares of the Corporation's Common Stock into a smaller number of shares by way of reverse stock split or otherwise.
(b) Notwithstanding the foregoing, in the event, and only in the event, that no valuation of the type referred to in Section 6(a) has been determined within the fifteen (15) month period immediately preceding the Valuation Date applicable to a sale of Shares pursuant to this Agreement, the Value Per Share for purposes of such sale shall be the fair market value of the Shares to be sold, expressed on a per Share basis, as determined by a mutually agreed to third party appraiser. The collective expenses of any appraisal conducted pursuant to this Section 6(b) shall be shared equally by the selling Shareholder or his estate, as the case may be, and the Corporation. 4 <PAGE> 7.
Appears in 1 contract
Sources: Buy Sell Agreement