Related to Adjustment in
Purchase Price Credit Adjustments If on any day:
Adjustments to the Purchase Price The Purchase Price shall be adjusted as of the Closing Date by:
Purchase Price Adjustment a) Not less than 15 days prior to the Closing Date, the Seller shall provide the Purchaser with a preliminary good faith estimate of the anticipated Estimated Closing Net Assets (as defined below). Not less than three Business Days prior to the Closing Date, the Seller shall deliver a notice (the "PURCHASE PRICE NOTICE") to the Purchaser that sets forth (i) the Seller's good faith estimate of the Closing Net Assets (the "ESTIMATED CLOSING NET ASSETS") and (ii) the calculation of the Closing Net Assets Adjustment Amount and the portion of the Purchase Price payable at Closing pursuant to Section 2.05(a). The calculation of the Closing Net Assets Adjustment Amount set forth in the Purchase Price Notice shall be binding on the Parent, the Purchaser and the Seller absent manifest error. (b) As promptly as practicable, but no later than 120 days after the Closing Date, the Purchaser shall prepare and deliver to the Seller an audited consolidated balance sheet (including the related notes and schedules thereto) which shall set forth the Purchaser's determination of the Closing Net Assets (the "INITIAL NA STATEMENT"). During the 20 Business Days immediately following the Seller's receipt of the Initial NA Statement, the Seller and its representatives will be permitted to review at the Seller's offices the Purchaser's working papers relating to the Initial NA Statement as well as all of the books and records relating to the operations and finances of the Businesses with respect to the period up to and including the Closing Date, and the Purchaser shall make reasonably available at the Seller's offices the individuals responsible for the preparation of the Initial NA Statement in order to respond to the reasonable inquiries of the Seller. (c) The Seller shall notify the Purchaser in writing (the "NOTICE OF DISAGREEMENT") within 20 Business Days after receiving the Initial NA Statement if the Seller disagrees with the Purchaser's calculation of the Closing Net Assets, which Notice of Disagreement shall set forth in reasonable detail the basis for such dispute and the U.S. Dollar amounts involved and the Seller's good faith estimate of the Closing Net Assets. If no Notice of Disagreement is received by the Purchaser within such 20 Business Day period, then the Initial NA Statement shall be deemed to have been accepted by the Seller, shall become final and binding upon the parties and shall be the Final NA Statement. (d) During the 20 Business Days immediately following the delivery of a Notice of Disagreement, the Seller and the Purchaser shall seek in good faith to resolve any differences that they may have with respect to any matter specified in the Notice of Disagreement. If at the end of such 20 Business Day period the Seller and the Purchaser have been unable to agree upon a Final NA Statement, the Seller and the Purchaser shall submit to the Independent Accounting Firm for review and resolution any and all matters that remain in dispute with respect to the Notice of Disagreement. The Independent Accounting Firm shall use commercially practicable efforts to make a final determination, binding on the parties hereto, of the Closing Net Assets within 20 Business Days, and such final determination shall be the Final NA Statement. The cost of the Independent Accounting Firm's review and 14 determination shall be paid by the party that has determined an amount of Closing Net Assets that is the greatest amount different from the amount on the Final NA Statement. During the 20 Business Day review by the Independent Accounting Firm, the Purchaser and the Seller will each make available to the Independent Accounting Firm interviews with such individuals and such information, books and records as may be reasonably required by the Independent Accounting Firm to make its final determination. (e) (i) If the Final Net Assets Adjustment Amount (as set forth in the Final NA Statement) exceeds 75% of the Closing Net Assets Adjustment Amount, then the Parent and the Purchaser shall pay to the Seller an amount equal to such excess or (ii) if 75% of the Closing Net Assets Adjustment Amount exceeds the Final Net Assets Adjustment Amount (as set forth in the Final NA Statement), then the Seller shall pay to the Parent and the Purchaser an amount equal to such excess, in either case within five Business Days after the Final NA Statement becomes final and binding on the parties hereto and, in either case, together with interest thereon from the Closing Date until the date of payment at the Interest Rate. If the Final Net Assets Adjustment Amount (as set forth in the Final NA Statement) is equal to 75% of the Closing Net Assets Adjustment Amount, then neither the Parent and the Purchaser, on the one hand, nor the Seller, on the other hand, shall owe any amount to the other party pursuant to this Section 2.06. (f) The Parent and the Purchaser agree that following the Closing through the date that payment, if any, is made pursuant to Section 2.06(e), it will not take any actions with respect to any accounting books, records, policy or procedure on which the Initial NA Statement or the Final NA Statement is to be based that are inconsistent with past practices of the Seller or that would make it impossible or impracticable to calculate the Closing Net Assets in the manner and utilizing the methods required hereby.
Price Adjustment No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.
Adjustment Amount If any of the Accounts Receivable reflected on the Closing Statement are not collected within one hundred and twenty (120) days following the Closing Date (the “AR Collection Deadline”), then, at Buyer’s election in its sole discretion, the amount of such uncollected Accounts Receivable shall be treated as a post-Closing negative adjustment to the Aggregate Share Consideration on a dollar for dollar basis (the “Adjustment Amount”), in which event all uncollected Accounts Receivable included within the Adjustment Amount (as finally determined in accordance herewith) shall be assigned to Seller for collection in Seller’s discretion for the benefit of Seller. Buyer may notify in writing Seller or the Stockholder Representative of such election at any time from the AR Collection Deadline through the two hundred and fortieth (240th) day following the AR Collection Deadline (such notice date being the “Election Date”).
Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.
Price Adjustments No price increases are allowed under this Contract.
Exercise Price Adjustment Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.
Adjustment of Warrant Price The price at which such shares of Warrant Stock may be purchased upon exercise of this Warrant shall be subject to adjustment from time to time as set forth in this Section 4. The Issuer shall give the Holder notice of any event described below which requires an adjustment pursuant to this Section 4 in accordance with the notice provisions set forth in Section 5.
Adjustment of Purchase Price Number and Kind of Shares or Number of Rights ...........................................14