Common use of Merger Consideration Adjustments Clause in Contracts

Merger Consideration Adjustments. (i) The Merger Consideration shall be adjusted on the Closing Date by an amount equal to the Adjustment Amount (as defined below). If the Adjustment Amount is positive, the Merger Consideration shall be increased by such Adjustment Amount. If the Adjustment Amount is negative, the Merger Consideration shall be reduced by such Adjustment Amount. For purposes of this Section 4.1(b): (A) "Adjustment Amount" shall be determined by dividing the sum of the Loan ----------------- Repayment Amount (as defined below) and the Balance of Legal Fees (as defined below) by US$6.63; (B) "Loan Repayment Amount" shall be equal to the U.S. dollar --------------------- equivalent of the total amount (calculated based on the noon buying rate in The City of New York on the date that is three days prior to the Closing Date for cable transfers in Renminbi, as certified for custom purposes by the Federal Reserve Bank of New York) repaid in accordance with the laws of the PRC to Sandhill Information Technology (Beijing) Co. Ltd., as of the date three days prior to the Closing Date, by or on behalf of ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇ under the Loan Agreement, dated April 25, 2000, among ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ and Sandhill Information Technology (Beijing) Co. Ltd.; and (C) "Balance of Legal Fees" shall be determined by subtracting the estimated fees --------------------- and expenses of counsel for the Company in connection with the Merger (as set forth in an invoice from such counsel to the Parent dated three days prior to the Closing Date) from US$500,000. (ii) All adjustments to the Merger Consideration pursuant to Section 4.1(b) shall be finally determined by no later than the third day preceding the Closing Date.

Merger Consideration Adjustments. (i) The Merger Consideration shall be adjusted on the Closing Date (x) increased, by an amount in cash equal to the amount, if any, by which the Merger Consideration (as finally determined pursuant to Section 4.1(c)(i)) is greater than the Estimated Merger Consideration or (y) decreased, by an amount in cash equal to the amount, if any, by which the Estimated Merger Consideration is greater than the Merger Consideration (as finally determined pursuant to Section 4.1(c)(i)). No adjustment shall be made to the Merger Consideration if the Estimated Merger Consideration equals the Merger Consideration (as finally determined pursuant to Section 4.1(c)(i)). The post-closing adjustment to the Merger Consideration, if any, shall be made as follows: (A) in the event of an upward adjustment, based on the positive sum of (1) the amount of the Closing Net Working Capital minus the Target Working Capital (which amount may be positive or negative) (the “Working Capital Adjustment Amount Amount”), (2) the amount of the Company Cash minus the Estimated Company Cash (which amount may be positive or negative) (the “Company Cash Adjustment Amount”) and/or (3) the amount of the Estimated Funded Debt minus the Funded Debt (which amount may be positive or negative) (the “Funded Debt Adjustment Amount”), the Holder Representative and Parent shall first deliver prompt joint written instructions to the Escrow Agent (as defined in Section 4.2(a)(i) below). If ) instructing the Escrow Agent to pay the amount of the Working Capital Adjustment Amount, the Company Cash Adjustment Amount is positive, and the Merger Consideration shall be increased by such Funded Debt Adjustment Amount. If the Adjustment Amount is negative, the Merger Consideration shall be reduced by such Adjustment Amount. For purposes of this Section 4.1(b): (A) "Adjustment Amount" shall be determined by dividing the sum of the Loan ----------------- Repayment Amount (as defined below) and the Balance of Legal Fees (as defined below) by US$6.63; (B) "Loan Repayment Amount" shall be equal applicable, to the U.S. dollar --------------------- equivalent of Holders from the total amount (calculated based on the noon buying rate in The City of New York on the date that is three days prior Working Capital Escrow Account and, to the Closing Date for cable transfers extent such upward adjustment exceeds the amount in Renminbithe Working Capital Escrow Account, as certified for custom purposes Parent shall pay such additional amount in immediately available funds by the Federal Reserve Bank of New York) repaid in accordance with the laws of the PRC to Sandhill Information Technology (Beijing) Co. Ltd., as of the date three days prior wire transfer to the Closing Date, by or on behalf of ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇ under the Loan Agreement, dated April 25, 2000, among ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ and Sandhill Information Technology (Beijing) Co. Ltd.; and (C) "Balance of Legal Fees" shall be determined by subtracting the estimated fees --------------------- and expenses of counsel Payments Administrator for the Company in connection with the Merger (as set forth in an invoice from such counsel further distribution to the Parent dated three Holders promptly, but in no event later than two (2) business days prior to after the Closing Date) from US$500,000. (ii) All adjustments to final determination of the Merger Consideration pursuant to Section 4.1(b4.1(c)(i); or (B) in the event of a downward adjustment based on the negative sum of the Working Capital Adjustment Amount, the Company Cash Adjustment Amount and the Funded Debt Adjustment Amount, as applicable, the Holder Representative and Parent shall deliver prompt joint written instructions to the Escrow Agent instructing the Escrow Agent to pay the amount of such downward adjustment to Parent from the Working Capital Escrow Account. To the extent such adjustment exceeds the amount then-available in the Working Capital Escrow Account, the Holders shall pay the amount of such remainder, severally and not jointly, in proportion to their respective portions of the Merger Consideration in accordance with the Payment Schedule, in immediately available funds by wire transfer to Parent. To the extent that there is no downward adjustment, or the downward adjustment does not exceed the amount then-available in the Working Capital Escrow Account, Parent and the Holder Representative shall deliver prompt joint written instructions to the Escrow Agent instructing the Escrow Agent to pay the remaining Working Capital Reserve Amount (as defined in Section 4.2(a)(ii) below) to the Payments Administrator for further distribution to the Holders. Such set off payments shall be finally determined by no later than made and/or instructions shall be given to the third day preceding Escrow Agent, as applicable, within two (2) business days of final determination of the Closing DateMerger Consideration pursuant to Section 4.1(c)(i).