Purchase Price Adjustments. In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.
Purchase Price Adjustments. To the extent permitted by Law, any amounts payable under Section 12.2 or Section 12.3 shall be treated by the Purchasers and the Sellers as an adjustment to the Purchase Price.
Purchase Price Adjustments. Amounts paid to or on behalf of the Company or Buyer as indemnification shall be treated as adjustments to the Purchase Price.
Purchase Price Adjustments. The Original Purchase Price shall be -------------------------- subject to adjustment as follows:
Purchase Price Adjustments. (a)Closing Statement. No later than ninety (90) days after the Closing Date, Buyer shall deliver to Seller a statement (the “Closing Statement”) that sets forth Buyer’s calculation of: (i)(A) the consolidated balance sheet of the Company and the Company Subsidiaries as of the Measuring Time, prepared in accordance with GAAP, (B) the Net Working Capital, together with a calculation of such Net Working Capital in accordance with Section 1.5(a) of the Seller Disclosure Letter, including the footnotes contained therein, and (C) the Net Cash (with a line-item breakout for each component item of Company Indebtedness and Company Transaction Expenses), in each case together with reasonably detailed supporting work papers, data or other information as may be necessary or appropriate to understand eachcomponent thereof; and (ii) Buyer’s calculation of the Closing Purchase Price based upon such foregoing components. (b)Acceptance of Statements; Dispute Procedures. (i)The Closing Statement delivered hereunder shall be conclusive and binding upon the parties hereto unless and to the extent, within forty-five (45) days after delivery of such Closing Statement, Seller notifies Buyer, in writing (the “Claims Statement Notice”), that Seller disputes any of the amounts set forth therein, specifying in reasonable detail the items in dispute, the nature and quantum (to the extent known) of the adjustments proposed to address such disputed items, and the reasons for such proposed adjustments. During the forty-five (45) day period following Seller’s receipt of the Closing Statement, Buyer shall provide Seller and its Representatives with reasonable access to the working papers of Buyer and the books and records of the Company and the Company Subsidiaries, in each case solely to the extent relating to the preparation of the Closing Statement and as reasonably requested by Seller, and reasonable access to the employees of the Company, Buyer and their respective Subsidiaries involved in the preparation of the Closing Statement, upon reasonable prior written notice and during normal business hours. Buyer and Seller shall in good faith attempt to resolve any such dispute. If Buyer and Seller do not reach agreement in resolving any such dispute within forty-five (45) days after delivery of the Claims Statement Notice, Buyer and Seller shall submit the dispute to the Arbiter for resolution. Promptly, but no later than twenty (20) days following its appointment, the Arbiter shall deter...
Purchase Price Adjustments. The Purchase Price is subject to adjustment as follows (the “Purchase Price Adjustments”):
Purchase Price Adjustments. The Base Purchase Price shall be adjusted, without duplication, as follows:
Purchase Price Adjustments. If and whenever after the date hereof the Company shall issue or sell any shares of its Common Stock (except upon exercise of one or more of the Warrants) for a consideration per share less than the Purchase Price in effect immediately prior to the time of such issuance or sale, and/or the Company shall issue or sell any shares of its Common Stock for a consideration per share less than the Conversion Price on the date of such issuance or sale, or shall be deemed under the provisions of this Section 5 to have effected any such issuance or sale, then, forthwith upon such issuance or sale, the Purchase Price shall be reduced to the price (calculated to the nearest $0.0001) obtained by multiplying the Purchase Price in effect immediately prior to the time of such issuance or sale by a fraction, the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issuance or sale multiplied by the Conversion Price immediately prior to such issuance or sale plus (ii) the consideration received by the Company upon such issuance or sale, and the denominator of which shall be the product of (iii) the total number of shares of Common Stock outstanding immediately after such issuance or sale, multiplied by (iv) the Conversion Price immediately prior to such issuance or sale. Notwithstanding the foregoing, no adjustment of the Purchase Price shall be made in an amount less than $0.0001 per share, but any such lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to $0.0001 per share or more.
Purchase Price Adjustments. The Purchase Price shall be adjusted as follows:
Purchase Price Adjustments. Any amounts payable under Section 11.2 or Section 11.3 shall be treated by Purchaser and Sellers as an adjustment to the Purchase Price.