Common use of Closing Schedule Clause in Contracts

Closing Schedule. Not later than two business days preceding the Closing Date, Protection One shall deliver to Western a Schedule setting forth (i) the cash payments to be paid with respect to, the reduction in the exercise price of, and/or the increase in the number of shares of Common Stock issuable upon exercise of, each Option, Warrant and Protection One Convertible Note as a result of the payment to the Holders of Record of Common Stock of the dividend contemplated by Section 3.17 hereof and (ii) the number of Acquired Shares, after giving effect to the payments, reductions and increases referred to in clause (i). In the event that following the Closing, Western shall notify Protection One, (which notice shall specify in reasonable detail the facts and circumstances upon which it is based) that any calculation on the Schedule was incorrect, and that as a result thereof either (i) Western was not issued as of the Closing the correct number of Acquired Shares or (ii) Protection One has been required to make distributions or adjustments not contemplated by the Schedule, then, as promptly as practicable after Western and the Independent Directors have agreed thereto, such agreement not be unreasonably withheld, Protection One shall issue additional shares of Common Stock to Western at no cost to Western to rectify such incorrect calculation. With respect to distributions or adjustments to exercise prices not contemplated by the Schedule that Protection One is required to make, Western shall be entitled to receive for each $1,000,000 of such payments or adjustments that number

Closing Schedule. Not later than two business days preceding the Closing Date, Protection One shall deliver to Western a Schedule setting forth (i) the cash payments to be paid with respect to, the reduction in the exercise price of, and/or the increase in the number of shares of Common Stock issuable upon exercise of, each Option, Warrant and Protection One Convertible Note as a result of the payment to the Holders of Record of Common Stock of the dividend contemplated by Section 3.17 hereof and (ii) the number of Acquired Shares, after giving effect to the payments, reductions and increases referred to in clause (i). In the event that following the Closing, Western shall notify Protection One, (which notice shall specify in reasonable detail the facts and circumstances upon which it is based) that any calculation on the Schedule was incorrect, and that as a result thereof either (i) Western was not issued as of the Closing the correct number of Acquired Shares or (ii) Protection One has been required to make distributions or adjustments not contemplated by the Schedule, then, as promptly as practicable after Western and the Independent Directors have agreed thereto, such agreement not be unreasonably withheld, Protection One shall issue additional shares of Common Stock to Western at no cost to Western to rectify such incorrect calculation. With respect to distributions or adjustments to exercise prices not contemplated by the Schedule that Protection One is required to make, Western shall be entitled to receive for each $1,000,000 of such payments or adjustments that numbernumber of shares of Common Stock equal to .1% of the number of Acquired Shares.