Disagreements and Resolution as to Purchase Price Adjustment Sample Clauses

Disagreements and Resolution as to Purchase Price Adjustment. In the event that the Buyer does not agree with any of the content in the Adjusted Net Asset Statement, the Buyer shall as promptly as reasonably practicable, but in any event no later than 30 days following the transfer of Sale Shares hereunder, provide written notice to the Seller (a “Dispute Notice”) specifying in reasonable detail each item or amount that the Buyer disputes (each, a “Disputed Item”), the amount in dispute for each Disputed Item and the reasons supporting the Buyer’s positions. The Buyer shall be deemed to have agreed with all other items and amounts contained in the Adjusted Net Asset Statement other than the Disputed Items. During the 30 days immediately following the Seller’s receipt of a Dispute Notice (the “Resolution Period”), the Buyer and the Seller shall seek in good faith to resolve any differences that they may have with respect to the matters specified in the Dispute Notice. In the event that the Seller does not agree with the Buyer’s calculation of the Purchase Price Adjustment as determined by the Buyer (the “Calculation”) the Seller shall as promptly as reasonably practicable, but in any event no later than 30 days following the transfer of Sale Shares hereunder, provide a Dispute Notice to the Buyer specifying in reasonable detail each Disputed Item, the amount in dispute for each Disputed Item and the reasons supporting the Seller’s positions. The Seller shall be deemed to have agreed with all other items and amounts contained in the Calculation other than the Disputed Items. During the 30 days immediately following the Buyer’s receipt of a Dispute Notice from the Seller, the Buyer and the Seller shall seek in good faith to resolve any differences that they may have with respect to the matters specified in the Dispute Notice. If the Buyer and the Seller are unable to reach an agreement on any unresolved Disputed Items within 30 days after receipt of a Dispute Notice, all unresolved Disputed Items shall be promptly referred to an Independent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved Disputed Items only, with respect to the applicable calculation as promptly as practicable. If any unresolved Disputed Items are submitted to the Independent Accountant, the Buyer and the Seller shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved Disputed Items as the Independent Accountant may re...
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Related to Disagreements and Resolution as to Purchase Price Adjustment

  • Certain Adjustments The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.

  • Adjustments Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

  • Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Xxxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

  • Exercise Price The exercise price per share of the Common Stock under this Warrant shall be $1.00, subject to adjustment hereunder (the “Exercise Price”).

  • Adjustment to Exercise Price Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

  • Calculations All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

  • Tax Matters The following provisions shall govern the allocation of responsibility as between Buyer and Sellers for certain tax matters following the Closing Date:

  • Financial Statements Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

  • Officers’ Certificate Any certificate signed by any duly authorized officer of the Company and delivered to you or to Representative Counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

  • Delivery of New Warrants Upon Exercise If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

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