Common use of Final Closing Statement Clause in Contracts

Final Closing Statement. In the event that the difference of (x) the Net Current Asset Consideration reflected in the Final Closing Statement, minus (y) the Estimated Net Current Asset Consideration: (a) is a negative number (the “Shortfall”), at the election of the Buyer, either (i) the Sellers shall pay their Pro Rata Percentage of the amount of the Shortfall to the Buyer or (ii) the Buyer shall be entitled to cancel a number of Consideration Shares held by each Seller equal to such Seller’s Pro Rata Percentage of such Shortfall, divided by the Per Share Value; or (b) is a positive number (the “Excess”), the Buyer shall pay the Excess to the Founders’ Solicitors for further distribution to each of the Sellers pursuant to their Pro Rata Percentage in accordance with Section 4.2(d), in each case within 5 Business Days after agreement or determination of the Final Closing Statement in accordance with Section 4.8.

Final Closing Statement. In the event that the difference of (x) the Net Current Asset Consideration reflected in the Final Closing Statement, minus (y) the Estimated Net Current Asset Consideration: (a) is a negative number (the “Shortfall”), at the election of the Buyer, either (i) the Sellers shall pay their Pro Rata Percentage of the amount of the Shortfall to the Buyer or (ii) the Buyer shall be entitled to cancel a number of Seed Consideration Shares held by each the Seller equal to such the Seller’s Pro Rata Percentage of such Shortfall, divided by the Per Share Value; or (b) is a positive number (the “Excess”), the Buyer shall pay the Seller’s Pro Rata Percentage of the Excess to the Founders’ Solicitors for further distribution to each of the Sellers pursuant to their Pro Rata Percentage Seller in accordance with Section 4.2(d), in each case within 5 Business Days after agreement or determination of the Final Closing Statement in accordance with Section 4.8.