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. The Original Purchase Price shall be -------------------------- subject to adjustment as follows:
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. As partial --------------------------------------------------- security for the indemnity provided for in Section 7.3 and the Purchase Price Adjustments provided for in Section 1.10, (i) at the Effective Time, the Company Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined in Section 1.6(e)(iii) above) the Escrow Amount (plus any additional shares that may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any Company Shareholder. On and after the Effective Time, the Escrow Amount shall form an escrow fund (the "Escrow Fund") to be governed by the terms set ----------- forth herein at Parent's cost and expense. The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. The portion of the Escrow Amount contributed on behalf of each Company Shareholder shall be the pro rata amount calculated pursuant to Section 1.6(a) of this Agreement. In addition to seeking indemnification under Section 7.3 from the Escrow Fund and setting off amounts from the Purchase Price Adjustment, Parent may, in its discretion, seek indemnification for Losses directly from the Principal Shareholders, but only after first proceeding against the Escrow Fund so long as it exists and is not subject to other claims. Parent may not receive any shares from the Escrow Fund (other than as a Purchase Price Adjustment) unless Officer's Certificates (as defined in subsection (d) below) identifying losses, the aggregate of which exceed 2% of the Original Purchase Price, have been delivered to the Shareholder Representative (as defined below) and the Escrow Agent as provided in paragraph (d) below. The Company Shareholders shall not have any right of contribution from the Company with respect to any Loss claimed after the Effective Time by Parent or Sub.
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. (A) The Purchase Price payable pursuant to Section 2.3(a) above -------------- will be reduced by the total amount of Funded Indebtedness, if any, assumed or paid by Global in cash by wire transfer of funds to the accounts of the holders of Funded Indebtedness listed on Schedule 2.6 hereto to satisfy the Company's ------------ Funded Indebtedness with such institutions.
Purchase Price Adjustments. Holdings and the Borrower shall, take all actions reasonably necessary to ensure that all purchase price adjustments related to the Transactions payable by the sellers shall be paid to the Borrower.
Purchase Price Adjustments. The Base Purchase Price shall be adjusted, without duplication, as follows: