Adjustment in Consideration Sample Clauses

Adjustment in Consideration. The parties acknowledge that the consideration being paid by Optelecom in connection with the transactions contemplated hereby (the "Transaction Consideration") was agreed to by it in part because of the future value that it expects to be created by the services of the Browns in connection with the operations of Paragon subsequent to the Closings. Each of the Browns agrees that if, at any time prior to the third anniversary of the Closing Date any of them shall voluntarily terminate his employment (for reasons other than death, disability, or unreasonable or oppressive conduct by the Company) or shall conduct himself in the discharge of his duties in a manner that he knew or ought to have known to be likely to result in material financial impairment of the Company or its prospects, an adjustment shall be made in the Transaction Consideration. For the avoidance of doubt, the standard for termination for cause under the Employment Agreement is distinct, separate and different from the standards giving rise to an adjustment in consideration set forth in preceding sentence. The adjustment shall be determined by multiplying $406,250 by a fraction the numerator of which is the difference between 1,095 and the number of calendar days between the Closing Date and the date on which the cessation or termination of services occurs and the denominator of which is 1,095 (the "Transaction Consideration Adjustment"). Within 30 days after the cessation or termination of services under his Employment Agreement, the departing Brown shall pay the amount of the Transaction Consideration Adjustment xx xxlivering to Optelecom cash in US dollars or Optelecom Shares or some combination thereof (the "Adjustment Payment"). For this purpose, Optelecom Shares shall be valued at the Adjusted Closing Price Per Share. The certificates representing any Optelecom Shares delivered to Optelecom shall be accompanied by a stock power therefor endorsed in blank and the departing Brown's written representation and warranty that he holds good and markxxxxxx title to the shares free and clear of all encumbrances and security interests of any nature. Until the Adjustment Payment has been made in full, Optelecom may withhold any amounts due from it or its affiliates to the departing Brown; the departing Brown will not, without Optelecom's written consenx, xxll or transfer axx Xxtelecom Shares; and Optelecom may issue to its transfer agent stop-transfer instructions with respect to any Optelecom Sha...