Company Valuation

Company Valuation. Means (i) in the case of the Initial Public Offering of the Company, the product of (x) the mid-point of the anticipated price range per share of Common Stock offered in the Initial Public Offering as set forth in the then most recently circulated "red-herring" prospectus of the Company in which such mid-point is stated multiplied by (y) the total number of shares of Common Stock outstanding on a Fully-Diluted Basis prior to the Initial Public Offering, (ii) in the case of a Sale (other than a... sale of all or substantially all of the assets of the Company), the product of (x) the net price per share paid for each share of Common Stock by the surviving Person in such transaction multiplied by (y) the total number of shares of Common Stock outstanding on a Fully-Diluted Basis immediately prior to such transaction and (iii) in the case of a sale of all or substantially all of the assets of the Company, the aggregate proceeds received by the holders of Common Stock of the Company in such transaction. View More