Answer:
Excess Payment means the portion of the aggregate of any cash plus the fair market value (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and described in a Board Resolution) of other consideration payable in respect of any tender offer or other negotiated transaction by the Company or a Subsidiary for all or any portion of the Common Stock that is in excess of an amount equal to the product of (x) the number of shares of Common Stock with respect to which the aggregate tender offer or negotiated purchase consideration is payable times (y) the Reference Price.
Step-by-step explanation:
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