Purchase Price Allocation: equity purchase price options

Regarding the allocation of excess purchase price in a change-of-control transaction, what is the proper procedure? I have seen it done a few different ways, and they all result in a balanced B/S, but there has to be one correct way to do it. The way I've seen it:

(1) Equity purchase price less target's shareholder equity plus target's existing goodwill. In this situation, I've seen the intangibles and PPE write-up ADDED to the current PPE/intangibles balances of the target, rather than writing off the initial balance and adding the write-up. Initial goodwill balance is written off and the new goodwill balance is the excess purchase price less PPE write-up less intangibles write-up plus DTL plus DTA write-down.

(2) Equity purchase price less target's net tangible book value (shareholder's equity less goodwill less intangible assets). Allocate the excess in the same way as above, but in this situation you completely write-off intangibles, PPE, and goodwill of the target and the new balances are simply the adjustments.

I would guess the first way is correct because they are technically "write-ups," but I've seen both done and both balance -- thanks guys.