PerShare Equity Value

PerShare Equity Value. Means (i) the total amount of cash and the fair market value of all other property paid directly or indirectly by an acquiror to the Company and/or its equity security holders in connection with a Sale of the Company, divided by (ii) the total number of outstanding shares of the Company's Class A Common Stock, $.01 par value per share (the "Common Stock"), immediately before the closing of a Sale of the Company transaction, assuming the conversion of all shares of capital stock convertible into... the Company and the exercise of all warrants, options and other rights to purchase the Common Stock. The value of any securities issuable in connection with a Sale of the Company (whether debt or equity) freely tradable in an established public market will be determined on the basis of the last closing price in such market five (5) days prior to the consummation of the Sale of the Company (the "Valuation Date"), and the value of securities not freely tradable (or having no established market) or other property will be the fair market value of such securities or other property on such Valuation Date as determined in good faith by the Board. View More