Determination of Adjustment. The Base Purchase Price shall be increased or decreased to account for the following items:
Determination of Adjustment. All determinations required to be made under Section 4(a), including the after-tax benefit and calculation of the Reduction, will be made by a nationally recognized certified public accounting firm that is selected by the Company (the “Accounting Firm”), which may be the Company’s independent auditors. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control or the Accounting Firm declines or is unable to serve, Employee will appoint another nationally recognized certified public accounting firm, which is reasonably agreed to by the Company, to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). In the event that the Accounting Firm determines that no Excise Tax is payable by Employee, either with or without application of the Reduction under Section 4(a), then the Accounting Firm will furnish Employee with a written opinion that failure to report the Excise Tax on Employee’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. If the Reduction is applicable, the Company will provide Employee with a written summary of the portions of the Parachute Payment that will be reduced. All fees and expenses of the Accounting Firm will be borne solely by the Company. All determinations by the Accounting Firm made under this Section 4(b) will be binding upon the Company and Employee.
Determination of Adjustment. Whenever the number of shares of Common Stock issuable upon the exercise of each Warrant is adjusted as herein provided, a certificate of an officer of the Company setting forth the number of shares of Common Stock issuable upon the exercise of each Warrant after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made (in reasonable detail), shall, absent demonstrable error, be conclusive evidence of such adjustment. The Company shall be entitled to rely on such certificate and shall exhibit the same from time to time to any Holder desiring an inspection thereof during normal business hours.
Determination of Adjustment. Any determination as to whether an adjustment is required to be made under Section 9 to (i) the Conversion Price or Trigger Price in effect hereunder or (ii) as to the amount of any such adjustment described in clause (i) of this Section 9.6, shall be binding upon Holder and the Company if made reasonably and in good faith by the audit committee of the Company’s Board of Directors; provided, however, that if the Company does not have an audit committee, then such adjustment(s) shall be made on the good faith of the Company’s Board of Directors.
Determination of Adjustment. Any determination as to whether an adjustment is required to be made under Section 3 to (i) the Exercise Price in effect hereunder, (ii) the number of Warrant Shares issuable upon exercise of this Warrant, or (iii) as to the amount of any such adjustment described in clauses (i) or (ii) of this Section 3.6, shall be binding upon the Warrantholder and IDT if made in good faith by IDT’s Board of Directors.
Determination of Adjustment. In the event of a failure to file a Section 338(h)(10) election on account of the acts or omissions of Seller, Buyer shall include with the Buyer’s Post-Closing Statement a statement setting forth Buyer’s determination of the lost tax depreciation. Buyer’s Post-Closing Statement shall be accompanied by the appropriate documentation setting forth Buyer’s determination and calculation of the lost tax depreciation. The accounting principles and policies used in the preparation of this section of Buyer’s Post-Closing Statement shall be consistent with the terms and conditions of this Agreement and GAAP. In the event that Seller disagrees with Buyer’s Post-Closing Statement, or any of the information set forth therein, as presented by Buyer, then Seller shall submit a written notice of the objections thereto to Buyer within 30 days after Seller’s receipt of Buyer’s Post-Closing Statement. If, within such 30 day period, Seller does not submit such a notice of objection, the adjustment for lost tax depreciation, as set forth in Buyer’s Post-Closing Statement, shall be deemed accepted, but if Seller does timely object to the content of, or calculations contained in, Buyer’s Post-Closing Statement, such objections shall be resolved as provided in Section 2.4(b)(iv).
Determination of Adjustment. Except with respect to adjustments to the Purchase Price for indemnification payments pursuant to Article VIII, within one hundred twenty (120) days after the Closing Date, Buyer will prepare and deliver to Seller, in accordance with this Agreement, a proposed statement (the “Final Adjustments Statement”) setting forth each adjustment to the Purchase Price required under this Agreement and showing the calculation of such adjustments and the resulting final Purchase Price (as set forth in the Final Adjustments Statement or otherwise determined pursuant to this Section 1.5, the “Final Price”). As soon as practicable, and in any event within thirty (30) days after receipt of the preliminary Final Adjustments Statement, Seller shall return a written report containing any proposed changes to the preliminary Final Adjustments Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”). If the Final Price set forth in the Final Adjustments Statement is mutually agreed upon by Seller and Buyer, the Final Adjustments Statement and the Final Price, as mutually agreed upon by Seller and Buyer, shall be final and binding on the parties hereto. Failure of Seller to timely respond in writing to the Final Adjustments Statement shall be deemed to constitute Seller’s agreement to such statement and the Final Price.
Determination of Adjustment. Whenever there is an adjustment to the Exercise Price or the number of shares of Common Stock issuable upon the exercise of each Warrant, as herein provided, a certificate of an officer of the Company setting forth the number of shares of Common Stock issuable upon the exercise of each Warrant, and the adjusted Exercise Price, if applicable, after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made (in reasonable detail), shall, absent demonstrable error, be conclusive evidence of such adjustment. The Company shall be entitled to rely on such for the provisions of this Section 4.04, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash calculated by it to be equal to the certificate and shall exhibit the same from time to time to any Holder desiring an inspection thereof during normal business hours.
Determination of Adjustment. If Buyer does not object in writing to the Adjustment proposed by the Sellers within thirty (30) days of receipt of the proposed Adjustment, the proposed Adjustment shall become final and binding on the parties. If Buyer does not agree with the proposed Adjustment, Buyer shall, prior to the expiration of such thirty (30) day period, deliver to Seller a written statement of the matters with respect to which there is disagreement. If the parties fail to resolve the disagreement within thirty (30) days thereafter, then the party who claims to be entitled to payment of the Adjustment from the other party or parties may refer the items of disagreement to a nationally recognized accounting firm that has not otherwise been engaged by Buyer or Sellers within the preceding 12-month period (the "Accounting Firm"). The parties will use their best efforts to cause the Accounting Firm to resolve all items of disagreement within thirty (30) days after submission and the Accounting Firm's determination will be final and binding on the parties. The Accounting Firm shall reach its determination on the same basis as was used in the Adjusted Balance Sheet. If the Accounting Firm determines that the Adjustment proposed by Seller is not substantially correct, in the judgment of the Accounting Firm, Seller shall bear the cost of such referral and determination. If the Accounting Firm determines that the Adjustment proposed by Seller is substantially correct, Buyer shall bear the cost of such referral and determination.
