Purchase Consideration Adjustment. In order to insure that --------------------------------- Seller receives the same per share Purchase Consideration as that to be paid under the Tender Offer, Seller hereby agrees to allow Premier to retroactively readjust the amount of Purchase Consideration previously paid or granted to Seller if, at the Expiration Date (as that term is defined and used within the Acquisition Agreement) the Cash Consideration, the Stock Consideration or the Warrant Consideration that Seller would have received under the Tender Offer differs from that initially paid or granted to Seller under this Purchase Agreement. If such Warrant Consideration amounts are disparate, Premier shall either grant Seller the right to purchase additional shares of Premier Common Stock (the "Additional Warrant Shares") or cancel Seller's existing documentation evidencing the Warrant Consideration and reissue new documentation evidencing the reduced number of shares Seller is eligible to purchase. Similarly, if the Stock Consideration amounts are found to be disparate, Premier shall either issue Seller additional shares of Premier Common Stock (the "Additional Stock Payment Shares") or cancel Seller's existing shares and reissue a certificate evidencing fewer shares to the effect that Seller shall ultimately receive the same per share Stock Compensation as would have been provided under the Tender Offer. If the amounts of Cash Consideration are disparate and in Seller's favor, Premier shall pay Seller the additional cash. If such difference is in Premier's favor, Seller shall remit the difference in cash to Premier. The readjustment and exchange of Cash Consideration shall be completed to the effect that Seller receives the same per share Cash Consideration as he or she would have under the Tender Offer.
Purchase Consideration Adjustment. 6 2.5 Rescission of Tender Offer................................... 6
Purchase Consideration Adjustment. The Purchase Consideration shall be subject to a downward adjustment if the Target 2018 Revenue is less than the Adjustment Period Revenue, with a maximum adjustment of US$ 300,000.00 (the “Adjustment”). The Adjustment will be calculated as follows: (i) 0.75 times (x) the Adjustment Period Revenue minus (y) the Target 2018 Revenues, with the Adjustment capped at $300,000. For purposes of calculating the amount of the Adjustment, the comparison of the Target 2018 Revenue and the Adjustment Period Revenue shall be made in Indian Rupees and then shall be converted into US$ at the conversion rate disclosed by The Wall Street Journal for the Adjustment Date. Within thirty 30 days after the 2018 Target Revenue measurement period, the Purchaser shall send to CGI its calculation of the Target 2018 Revenue, which calculation shall be made in accordance with Indian GAAP and consistent with the methodology used in calculating the Adjustment Period Revenue. Within 10 days of receipt of the calculations from the Purchaser, CGI will inform the Purchaser whether it agrees with such calculation. If CGI disagrees with Purchaser’s calculation, the Parties shall attempt to resolve such difference; provided that if the Parties are unable to reach agreement within 15 days of CGI’s notice to the Purchaser of its disagreement, the Parties shall ask RSM, CGI’s auditors, to calculate the Adjustment, which determination shall be binding on the Parties. The Parties will share the cost of the auditor in determining the Adjustment. The date on which such Adjustment is finalized is referred to as the “Adjustment Date.”
Purchase Consideration Adjustment. (a) The consideration for the purchase of the Assets (the “Purchase Price”) shall consist of (A)(i) the Base Payment, subject to adjustment as provided in Sections 3.1(b) (d) and (e), plus
Purchase Consideration Adjustment. In the event that the volume weighted average closing price of HF Foods Group Inc. common stock for the 250-trading-day period immediately preceding the expiration of the Escrow Period (the “250-day VWAP”) equals or exceeds the Target Share Value, then Buyer shall be entitled to receive from escrow pursuant to the terms of the Escrow Agreement the return of all of the Escrow Shares, free and clear of all liens, claims, security interests and rights of third parties. In the event that the 250-day VWAP is less than the Target Share Value but greater than the Minimum Share Value, HF Group Holding Corp. shall be entitled to have released to it from escrow, pursuant to the terms of the Escrow Agreement, that portion of the Escrow Shares which in number is calculated by subtracting (i) 905,115 from (ii) the quotient of dividing 12,038,029.51 by the 250-day VWAP; the result of that calculation shall be known for purposes of this Agreement as the Additional Share Consideration. In the event that the 250-day VWAP is equal to or less than the Minimum Share Value, HF Group Holding Corp. shall be entitled to the release from escrow pursuant to the terms of the Escrow Agreement all of the Escrow Shares as the full amount of Additional Share Consideration. Upon receiving Additional Share Consideration from escrow, HF Group Holding Corp. shall be entitled to have and to hold and to treat the Additional Share Consideration as irrevocably transferred, assigned and conveyed to it and HF Group Holding Corp. may thereafter resell those shares, deliver those shares to HF Foods Group Inc., hold those shares as treasury shares, or retire those shares, in its sole discretion
Purchase Consideration Adjustment. 5 1.8 Earn-Out.......................................................................... 7 1.9
Purchase Consideration Adjustment. The Total Initial Cash Consideration shall be subject to adjustment as follows:
Purchase Consideration Adjustment. The purchase price shall be reduced by the amount, if any (the Purchase Consideration Adjustment) that: 2.6 times the amount that Bank Capital at Closing is less than $2,500,000; and 2.6 times the amount that the Allowance for Loan and Lease Losses (ALLL) is less than 1% of the Bank’s loan balance at Closing.
Purchase Consideration Adjustment. The Total Value of Share Consideration shall be subject to adjustment as follows:
Purchase Consideration Adjustment. The parties agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Purchase Consideration for Tax purposes, unless otherwise required by applicable Legal Requirements.
