Share Adjustment. Eighteen (18) months from the date of Closing, the Buyer and Stockholders shall, if necessary, adjust the shares issued to the Stockholders at the Closing as follows: (a) The per share value as described in subparagraph 2.1 above shall be restated so as to reflect the average trading price of Buyer’s shares as quoted on the OTC BB or such other exchange or quotation system upon which the Buyer’s common stock is in trading for the immediate preceding 30-day period. If the average trading price as so determined is below $5.00 per share, but not less than $2.00 per share, the Stockholders shall be issued such additional shares as may be necessary so that the aggregate number of shares issued to the Stockholders has a value equal to $1,000,000 as of the date of such determination. (b) In the event Buyer’s shares have an average trading price as determined by subparagraph 2.2(a) of $5.00 or in excess of $5.00 per share, no adjustment shall be made in the amount of shares previously issued to Stockholders which issuance shall be deemed final and not subject to further adjustment. (c) In the event Buyer’s shares have an average trading price of less than $2.00 as deemed in accordance with procedures set forth in subparagraph 2.2(a), Buyer shall have the option to terminate this transaction in which event Buyer shall return to the Stockholders, properly endorsed for transfer, 100% of the shares previously delivered by Stockholders to Buyer; and the Stockholders shall deliver to Buyer 80% of the shares previously delivered to the Stockholders as part of the Purchase Price.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Amacore Group, Inc.), Stock Purchase Agreement (Amacore Group, Inc.)