Adjustment in Purchase Price. Whenever the number of Ordinary Shares purchasable upon the exercise of each Warrant evidenced hereby is adjusted as herein provided, the Purchase Price payable upon exercise of each such Warrant shall be adjusted by multiplying such Purchase Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Ordinary Shares purchasable upon the exercise of each such Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Ordinary Shares purchasable immediately thereafter.
Adjustment in Purchase Price. To the maximum extent permissible by law, any amounts which an Indemnifying Party actually pays under this Section shall constitute, in the case of Seller or Selling Shareholders, a decrease in the Purchase Price, and in the case of Buyer, an increase in the Purchase Price.
Adjustment in Purchase Price. It is hereby acknowledged and agreed by the Company and each of the Purchasers that the pre-money valuation of Yanglin Soybean Group (“Yanglin”) is $43,000,000 (the “Pre-Money Valuation”). In the event that at the time of the Closing, the aggregate Purchase Price in the amount of $21,500,000 has not been deposited in the escrow account pursuant to the Escrow Agreement, the per share Purchase Price of $2.15 shall be reduced to such number that is the quotient of (x) the sum of (i) the Pre-Money Valuation and (ii) the amount of the Purchase Price that has been deposited as of the Closing Date, divided by (y) 30,000,000, which represents the number of issued and outstanding shares of the Company upon consummation of the Share Exchange Transaction and the transactions contemplated by this Agreement.
Adjustment in Purchase Price. If any adjustment is required ---------------------------- by the provisions of the following subparagraphs, the Purchase Price shall be reduced by an amount calculated in the following manner:
Adjustment in Purchase Price. The parties (x) acknowledge that there is attached hereto at EXHIBIT C a copy of Seller’s balance sheet for the Business dated as of October 31, 2003 (the “October Balance Sheet”), and that on such October Balance Sheet, Seller’s Accounts Payable for the Business exceeded the Accounts Receivable for the Business by the amount of Four Hundred Twenty-one Thousand Two Hundred Fifty-nine Dollars ($421,259), and (y) agree that the amount of the Purchase Price shall be adjusted (the “Purchase Price Adjustment”) as follows:
Adjustment in Purchase Price. If pursuant to the foregoing provisions of this Section 10.4 and Section 2.1(b), above, it is determined that:
Adjustment in Purchase Price. Any indemnification payments made to Sellers or the UPC Shareholders by the Buyers under this Article IX shall be treated as an increase in the Purchase Price and any payments made by the Sellers or the UPC Shareholders to the Buyers hereunder shall be treated as a reduction in Purchase Price.
Adjustment in Purchase Price. In the event of a material change in the financial condition of the Seller, and Purchaser wishes to continue with the transaction, there shall be an offset in the sums otherwise due and payable the Seller. The total Purchase price shall include the value of all common stock paid at Closing, plus cash paid to the Seller, plus any cash paid to satisfy any outstanding bank lines of credit plus the $2 million convertible note. Purchaser shall have the right to designate the financial statement attribute to be used in determining any adjustment to the Purchase Price. Subject to Seller’s right of rescission, any adjustment in the purchase price shall be made by reducing the total amount of the convertible note payable to the Seller.
Adjustment in Purchase Price. 4 Article II--Lease of Leased Real Estate 2.1 Lease of Leased Real Estate........................................ 4
Adjustment in Purchase Price. The purchase price shall be increased dollar for dollar to the extent the sum of all cash advances by Sparton to the KPI Subsidiaries and Xxxx exceeds the sum of all cash advances by the KPI Subsidiaries and Xxxx to Sparton during the period beginning July 1, 1996, to the Closing Date, or shall be decreased dollar for dollar to the extent the sum of all cash advances by Sparton to the KPI Subsidiaries and Xxxx is less than the sum of all cash advances by the KPI Subsidiaries and Xxxx to Sparton during the same period. Such adjustment shall be determined and paid by Buyer to Sparton or by Sparton to Buyer at the Closing. The purchase price will be reduced to the extent that cash generated by the Gladwin Plant, or any other KPI Subsidiary, was used to fund the operations of the Lake Odessa Plant since July 1, 1996, to the Closing Date. From time to time as reasonably requested by Buyer following the date of this Agreement and as of and at the Closing, Sparton shall furnish to Buyer a detailed accounting of all such cash advances and a computation of the amount of such adjustment. If Buyer disputes the adjustment calculated by Sparton as of Closing, then Deloitte & Touche shall determine the amount of such adjustment and its determination shall be final and binding upon Sparton and Buyer.
