Common use of Merger Consideration Adjustment Clause in Contracts

Merger Consideration Adjustment. (a) Pre-Closing Statement. At least five (5) Business Days prior to the anticipated Closing Date, the Company shall deliver to Parent a statement, certified by an officer of the Company, consisting of the Company’s good-faith estimates of the following amounts: (i) an estimated calculation of the Closing Cash (the “Estimated Closing Cash”), (ii) an estimated calculation of the Seller Transaction Expenses (specifying which Seller Transaction Expenses will be paid at the Effective Time and not prior thereto) (the “Estimated Seller Transaction Expenses”), (iii) an estimated calculation of the Closing Funded Debt (the “Estimated Closing Funded Debt”), (iv) an estimated calculation of Closing Working Capital (the “Estimated Closing Working Capital”) and the Estimated Closing Working Capital Adjustment, and (v) a calculation of the Estimated Merger Consideration. Parent may submit any objections in writing to the Company until 5:00 PM, Eastern Standard Time, on the Business Day prior to the anticipated Closing Date and the Company will cooperate in good-faith with Parent to revise the draft statement to reflect the mutual agreement of the Company and Parent with respect to the estimated amounts set forth in the preceding sentence (as so revised and agreed, the “Pre-Closing Statement”); provided, that if the Company and Parent cannot reach an agreement with respect to the amounts set forth in the preceding sentence, the Pre-Closing Statement will reflect the Company’s good-faith estimates with respect to such amounts. The Estimated Merger Consideration shall be subject to adjustment pursuant to this Section 2.11 (as adjusted, the “Merger Consideration”). The Pre-Closing Statement shall be prepared in accordance with the accounting principles, practices and methodologies set forth in Exhibit E (the “Applicable Accounting Principles”).

Merger Consideration Adjustment. (a) Pre-Closing Statement. At least five (5) Business Days prior to If the anticipated Closing Date, the Company shall deliver to Parent a statement, certified by an officer of the Company, consisting of the Company’s good-faith estimates of the following amounts: (i) an estimated calculation of the Closing Cash (the “Estimated Closing Cash”), (ii) an estimated calculation of the Seller Transaction Expenses (specifying which Seller Transaction Expenses will be paid at the Effective Time and not prior thereto) (the “Estimated Seller Transaction Expenses”), (iii) an estimated calculation of the Closing Funded Debt (the “Estimated Closing Funded Debt”), (iv) an estimated calculation of Closing Net Working Capital (the “Estimated Closing Working Capital”) as finally determined pursuant to this Section 2.02 and the Estimated Closing Working Capital Adjustment, and (v) a calculation of the Estimated Merger Consideration. Parent may submit any objections in writing to the Company until 5:00 PM, Eastern Standard Time, on the Business Day prior to the anticipated Closing Date and the Company will cooperate in good-faith with Parent to revise the draft statement to reflect the mutual agreement of the Company and Parent with respect to the estimated amounts as set forth in the preceding sentence (as so revised and agreed, the “Pre-Final Closing Statement”); provided, that if ) differs from the Company and Parent cannot reach an agreement with respect to the estimated amounts thereof set forth in the preceding sentenceEstimated Closing Statement, the Pre-Closing Statement will reflect the Company’s good-faith estimates with respect to such amounts. The Estimated Merger Consideration shall be subject to adjustment recalculated using such final figures in lieu of such estimated figures. If the Net Working Capital (as finally determined pursuant to this Section 2.11 2.02 and as set forth in the Final Closing Statement) is greater than the Net Working Capital Target, then Parent shall pay by wire transfer of immediately available funds (i) to the Company, for immediate payment by the Company to each Optionholder, and (ii) to each Shareholder, the Pro Rata Percentage of the amount by which such re-calculated final Merger Consideration exceeds the estimated Merger Consideration paid at Closing in accordance with Section 2.02(b) multiplied by the number of Company Shares held by such Shareholder immediately prior to the Effective Time of the Merger (and the number of Company Shares underlying Share Options held by such Optionholder immediately prior to the Effective Time of the Merger), less any withholding Taxes required under the Code or any applicable legal requirement to be deducted and withheld, but only to the extent they are properly paid over to the appropriate Governmental Entity. If the Net Working Capital (as adjustedfinally determined pursuant to this Section 2.02 and as set forth in the Final Closing Statement) is less than the Net Working Capital Target, then the “amount by which such estimated Merger Consideration”). The PreConsideration paid at Closing in accordance with Section 2.02(b) exceeds such re-Closing Statement calculated final Merger Consideration shall be prepared paid to Parent or its designee at the option of Parent in accordance with the accounting principles, practices terms of the Escrow Agreement or by each Shareholder and methodologies set forth Optionholder paying to Parent by wire transfer in Exhibit E immediately available funds an amount equal to the Pro Rata Percentage of such excess amount multiplied by the number of Company Shares held by such Shareholder immediately prior to the Effective Time of the Merger (and the “Applicable Accounting Principles”number of Company Shares underlying Share Options held by such Optionholder immediately prior to the Effective Time of the Merger). All amounts payable under this clause (f) shall be paid no later than ten (10) business days following the date of the Final Closing Statement.

Merger Consideration Adjustment. (a) Pre-Closing Statement. At least five three (53) Business Days prior to the anticipated Closing Date (provided, however, with respect to the delivery in clause (vi) of this Section 2.10(a), at least ten (10) days prior to the Closing Date, the Company shall deliver the supporting statement including preliminary estimates of the applicable amounts referred to in clause (vi) below which shall be updated on such third Business Day), the Company shall deliver to Parent a statement, certified by an officer statement (the “Estimated Closing Statement”) that shall set forth a calculation of the Company, consisting of the Company’s good-good faith estimates of the following amounts: (or include) (i) an the estimated calculation amount of the Closing Working Capital (the “Estimated Working Capital Amount”), (ii) the estimated amount of Closing Indebtedness (the “Estimated Closing Indebtedness”), (iii) the estimated amount of Closing Cash (the “Estimated Closing Cash”) (including the most recent bank statements (or electronic statement) on which the good faith estimate of the Estimated Closing Cash was based), (iiiv) an the estimated calculation amount of the Seller Transaction Expenses (specifying which Seller Transaction Expenses will be paid at the Effective Time and not prior thereto) (the “Estimated Seller Transaction Expenses”), (iiiv) an the estimated calculation amount of the Closing Funded Debt Net Tax Asset Position (including a supporting statement in the form of Schedule 1 reflecting the amounts therein as of the Adjustment Time) (the “Estimated Closing Funded DebtNet Tax Asset Position”) and (vi) the estimated amount of the Closing Transaction Tax Benefit Amount (including a supporting statement in the form of Schedule 4 and including confirmation in writing by a “Big Four” national accounting firm that each of the Transaction Tax Deductions are deductible for applicable income Tax purposes at a “more likely than not” level of comfort (which, for the avoidance of doubt, shall not require the delivery of a formal opinion letter), (iv) an estimated calculation of Closing Working Capital (the “Estimated Closing Working CapitalTransaction Tax Benefit Amount”) ), and its calculation of the Aggregate Estimated Consideration. If, following receipt of the Estimated Closing Statement and the Incentive Share Payment Schedule, Parent disagrees with any portion of the Estimated Closing Statement or the Incentive Share Payment Schedule, Parent and the Company shall cooperate in good faith to resolve Parent’s disagreements and the Estimated Closing Working Capital Adjustment, Statement and (v) a calculation of the Estimated Merger ConsiderationIncentive Share Payment Schedule shall be updated for any items resolved by Parent and the Company. If Parent may submit any objections in writing to and the Company until 5:00 PM, Eastern Standard Time, on the Business Day fail to resolve any of Parent’s disagreements prior to the anticipated date by which the Closing Date is to occur as contemplated by Section 2.2(a), the Estimated Closing Statement and the Company will cooperate in good-faith with Parent to revise Incentive Share Payment Schedule and the draft statement to reflect the mutual agreement of calculations therein as originally delivered by the Company and Parent with respect to the estimated amounts set forth in the preceding sentence (as so revised modified by any items agreed to by Parent and agreed, the “Pre-Closing Statement”); provided, that if the Company and Parent cannot reach an agreement with respect to the amounts set forth in the preceding sentence, the Pre-Closing Statement will reflect the Company’s good-faith estimates with respect to such amounts. The Estimated Merger Consideration ) shall be subject to adjustment pursuant to this Section 2.11 (as adjusted, conclusive and binding upon Parent for the “Merger purposes of determining the Aggregate Estimated Consideration”). The Pre-Closing Statement shall be prepared in accordance with the accounting principles, practices and methodologies set forth in Exhibit E (the “Applicable Accounting Principles”).

Merger Consideration Adjustment. (a) Pre-Closing Statement. At least five three (53) Business Days prior to the anticipated Effective Time, the Company will deliver to Parent a statement indicating the Company's good faith estimate of the consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date (the "Estimated Balance Sheet") and a statement of Working Capital in the form of Exhibit 2.06(a), indicating the Company's good faith estimate of Working Capital at the Closing Date based on the Estimated Balance Sheet ("Estimated Working Capital"). The Estimated Balance Sheet shall be prepared, and Estimated Working Capital shall be calculated, in accordance with GAAP consistent with the Company's past practice and in accordance with the policies and procedures set forth in Exhibit 2.06(a) hereto. If the Estimated Working Capital exceeds Targeted Working Capital, then such excess shall be added to the Merger Consideration (and shall be reflected in the calculation of Per Share Merger Consideration payable at Closing) on a dollar-for-dollar basis. If the Targeted Working Capital exceeds Estimated Working Capital, then such excess shall be subtracted from the Merger Consideration (and shall be reflected in the calculation of Per Share Merger Consideration payable at Closing) on a dollar-for-dollar basis. As soon as practicable, but in no event later than 75 days following the Closing Date, the Company Surviving Corporation shall deliver to Parent prepare a statement, certified by an officer of the Company, consisting of the Company’s good-faith estimates of the following amounts: (i) an estimated calculation of the Closing Cash (the “Estimated Closing Cash”), (ii) an estimated calculation of the Seller Transaction Expenses (specifying which Seller Transaction Expenses will be paid at the Effective Time and not prior thereto) (the “Estimated Seller Transaction Expenses”), (iii) an estimated calculation of the Closing Funded Debt (the “Estimated Closing Funded Debt”), (iv) an estimated calculation of Closing Working Capital (the “Estimated Closing Working Capital”) and the Estimated Closing Working Capital Adjustment, and (v) a calculation of the Estimated Merger Consideration. Parent may submit any objections in writing to the Company until 5:00 PM, Eastern Standard Time, on the Business Day prior to the anticipated Closing Date and the Company will cooperate in good-faith with Parent to revise the draft statement to reflect the mutual agreement consolidated balance sheet of the Company and Parent with respect to its Subsidiaries as of the estimated amounts Closing Date (the "Closing Balance Sheet") and a statement of Working Capital in the form of Exhibit 2.06, which shall set forth in a calculation of Working Capital at the preceding sentence Closing Date based on the Closing Balance Sheet (as so revised and agreed, the “Pre-"Closing Statement”); provided, that if the Company and Parent cannot reach an agreement with respect to the amounts set forth in the preceding sentence, the Pre-Closing Statement will reflect the Company’s good-faith estimates with respect to such amounts. The Estimated Merger Consideration shall be subject to adjustment pursuant to this Section 2.11 (as adjusted, the “Merger Consideration”Working Capital"). The Pre-Closing Statement Balance Sheet shall be prepared prepared, and Closing Working Capital shall be calculated, in accordance with GAAP consistent with the Company's past practice and in accordance with the accounting principles, practices policies and methodologies procedures set forth in Exhibit E (2.06(a) hereto. The Closing Balance Sheet shall be audited by Deloitte & Touche, whose expenses shall be borne by the “Applicable Accounting Principles”)Surviving Corporation, and who shall also certify as to the calculation of the Working Capital.

Merger Consideration Adjustment. (ai) Pre-Closing Statement. At least five three (53) Business Days prior to the anticipated Closing Date, the Company shall deliver to Parent a statement, certified by (A) an officer unaudited consolidated balance sheet of the Company, consisting of Company and its Subsidiaries prepared in accordance with GAAP applied on a basis consistent with the Company Balance Sheet and the principles and methodologies set forth on Schedule 1.6(h) and setting forth the Company’s good-good faith estimates estimate of the following amounts: (i) an estimated calculation consolidated balance sheet of the Company as of the Closing Cash Date (the “Estimated Closing CashBalance Sheet”), ) and (iiB) an estimated calculation of the Seller Transaction Expenses (specifying which Seller Transaction Expenses will be paid at the Effective Time and not prior thereto) (the “Estimated Seller Transaction Expenses”), (iii) an estimated calculation of the Closing Funded Debt a statement (the “Estimated Closing Funded DebtStatement”) setting forth in reasonable detail (1) a good faith estimate of the Closing Working Capital based on the Estimated Closing Balance Sheet (such estimate, the “Estimated Closing Working Capital”), (iv2) an estimated calculation the amount of the Closing Working Capital Deficit, if any, based on the amount of the Estimated Closing Working Capital (the “Estimated Closing Working CapitalCapital Deficit”), or the amount of the Closing Working Capital Surplus, if any, based on the amount of the Estimated Closing Working Capital (the “Estimated Closing Working Capital Surplus”), (3) the Total Debt Amount, comprising the Closing Debt Amount determined by reference to the pay-off letters referred to in Section 6.3(d)(i) and the Post-Closing Debt Amount determined by reference to the debt confirmation letter referred to in Section 6.3(d)(ii), (4) the Closing Transaction Expenses (if any) that are unpaid as of the Closing determined by reference to the invoices, statements and releases referred to in Section 6.3(d)(iii), and (5) a good faith estimate of the Closing Cash Amount based on the Estimated Closing Balance Sheet (the “Estimated Closing Cash Amount”). At the time of the Closing, the Merger Consideration shall be calculated based upon the Total Debt Amount (comprising the Closing Debt Amount determined by reference to the pay-off letters referred to in Section 6.3(d)(i) and the Post-Closing Debt Amount determined by reference to the debt confirmation letter referred to in Section 6.3(d)(ii)), the Closing Transaction Expenses (if any) that are unpaid as of the Closing (determined by reference to the invoices, statements, and releases referred to in Section 6.3(d)(iii)), the Estimated Closing Working Capital Deficit (if any), the Estimated Closing Working Capital Surplus (if any) and the Estimated Closing Working Capital AdjustmentCash Amount as set forth in the Estimated Closing Statement, subject to the reasonable review and approval of Parent, and the Company shall (vI) a calculation provide Parent and the authorized representatives of Parent copies of, or reasonable access during normal business hours to, all relevant financial information to the extent required to complete Parent’s review of the Estimated Merger Consideration. Closing Statement and (II) cooperate with the reasonable requests of Parent may submit any objections in writing to the Company until 5:00 PM, Eastern Standard Time, on the Business Day prior to the anticipated Closing Date and the Company will cooperate in good-faith with Parent to revise the draft statement to reflect the mutual agreement authorized representatives of the Company and Parent with respect to the estimated amounts set forth in review of the preceding sentence (as so revised and agreed, the “Pre-Estimated Closing Statement”); provided, that if including by providing all information reasonably necessary in reviewing the Company and Parent cannot reach an agreement with respect to the amounts set forth in the preceding sentence, the Pre-Estimated Closing Statement will reflect the Company’s good-faith estimates with respect to such amounts. The Estimated Merger Consideration shall be subject to adjustment pursuant to this Section 2.11 (as adjusted, the “Merger Consideration”). The Pre-Closing Statement shall be prepared in accordance with the accounting principles, practices and methodologies set forth in Exhibit E (the “Applicable Accounting Principles”)Statement.

Merger Consideration Adjustment. (a) Pre-Closing Statement. At Prior to the Closing, the Company shall prepare in consultation with Parent, and at least five three (53) Business Days prior to the anticipated Closing Date, the Company shall deliver to Parent (A) a statement, certified by an officer good faith calculation of the Company, consisting of the Company’s good-faith estimates of the following amounts: (i) an the estimated calculation amount of the Closing Working Capital (the “Estimated Working Capital Amount”), (ii) the estimated amount of Closing Indebtedness (the “Estimated Closing Indebtedness”), (iii) the estimated amount of Closing Cash (the “Estimated Closing Cash”), ) and (iiiv) an the estimated calculation amount of the Seller Transaction Expenses (specifying which Seller Transaction Expenses will be paid at the Effective Time and not prior thereto) (the “Estimated Seller Transaction Expenses”), (iii) an estimated and its good faith calculation of the Closing Funded Debt Aggregate Base Cash Amount, collectively the (the “Estimated Closing Funded DebtStatement”), (ivB) a list identifying whether each holder of Options is an estimated calculation Accredited Holder or a Non-Accredited Holder and (C) instructions specifying the amounts to be paid in respect of Closing Working Capital the Estimated Transaction Expenses and the recipients thereof (including wire instructions). During the “Estimated Closing Working Capital”) and preparation by the Company of the Estimated Closing Working Capital AdjustmentStatement and after the delivery of the Estimated Closing Statement, Parent and its representatives shall have a reasonable opportunity to review and to discuss with the Company and its representatives (va) a the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Estimated Closing Statement and the calculation of the Estimated Merger Consideration. Parent may submit any objections Working Capital Amount, Estimated Closing Indebtedness, Estimated Closing Cash and Estimated Transaction Expenses after signing a customary confidentiality and hold harmless agreement with such independent accountants relating to such access to working papers in writing form and substance reasonably acceptable to such independent accountants, as well as (b) the Company until 5:00 PM, Eastern Standard Time, on the Business Day prior to the anticipated Closing Date relevant books and the Company will cooperate in good-faith with Parent to revise the draft statement to reflect the mutual agreement records of the Company and Parent with respect to the estimated amounts set forth in the preceding sentence (as so revised its Subsidiaries; and agreed, the “Pre-Closing Statement”); provided, that if the Company and its representatives shall reasonably assist Parent cannot reach an agreement and its representatives in their review of the Estimated Closing Statement and the preparation thereof and reasonably cooperate with respect to thereto, provided, that, in no event shall the amounts set forth in foregoing rights of Parent delay the preceding sentence, the Pre-Closing Statement will reflect the Company’s good-faith estimates with respect to such amounts. The Estimated Merger Consideration shall be subject to adjustment pursuant to this Section 2.11 (as adjusted, the “Merger Consideration”). The Pre-Closing Statement shall be prepared in accordance with the accounting principles, practices and methodologies set forth in Exhibit E (the “Applicable Accounting Principles”)Date.

Merger Consideration Adjustment. (a) Pre-Closing Statement. At least five Within thirty (530) Business Days prior to days after the anticipated Closing Merger Date, the Company certified public accountants of Parent shall prepare and deliver to Parent Amari and Xxxxx Xxxxxxxx of BD&A Certified Public Accountants, Ltd. a statement, certified by an officer of the Company, consisting of the Company’s good-faith estimates of the following amounts: (i) an estimated calculation of the Closing Cash balance sheet (the “Estimated Closing Cash”), (ii"Merger Balance Sheet") an estimated calculation of the Seller Transaction Expenses (specifying which Seller Transaction Expenses will be paid at the Effective Time and not prior thereto) (the “Estimated Seller Transaction Expenses”), (iii) an estimated calculation of the Closing Funded Debt (the “Estimated Closing Funded Debt”), (iv) an estimated calculation of Closing Working Capital (the “Estimated Closing Working Capital”) and the Estimated Closing Working Capital Adjustment, and (v) a calculation of the Estimated Merger Consideration. Parent may submit any objections in writing to the Company until 5:00 PM, Eastern Standard Time, on the Business Day prior to the anticipated Closing Date and the Company will cooperate in good-faith with Parent to revise the draft statement to reflect the mutual agreement of the Company and Parent with respect to the estimated amounts (prepared as set forth in Section 2.4(c)) as of the preceding sentence Merger Date and a report (the "Preliminary Adjustment Report"), stating in reasonable detail the computation of the Net Liability Value as so revised of the Merger Date. Unless Amari provides written notice to Parent and agreedSubsidiary of an objection to any aspect of the Preliminary Adjustment Report before the close of business on the first business day that is fourteen (14) calendar days after Amari's receipt thereof, the “Pre-Closing Statement”); providedPreliminary Adjustment Report shall then become binding upon the Amari, that if and shall be the Company "Final Adjustment Report", and such business day shall be the "Final Adjustment Report Date". If Amari, by written notice to Parent and Subsidiary before the close of business on such business day, objects to specific provisions of the Preliminary Adjustment Report, then the Preliminary Adjustment Report shall not become binding, and Parent can(on behalf of itself and Subsidiary) and Amari shall discuss Amari's objections in good faith and, if they reach written agreement on such objections and amend the Preliminary Adjustment Report, the Preliminary Adjustment Report, as amended by such written agreement, shall become binding upon Parent, Subsidiary and Amari, and shall be the "Final Adjustment Report", and the date of such written agreement shall be the "Final Adjustment Report Date". If Parent and Amari do not reach an such written agreement within thirty (30) days after Amari gives such notice of objection, Amari's objections and Parent's responses thereto shall be submitted for arbitration to Xxxxx Xxxxxxxx (the "Accounting Firm") (whose fees shall be paid as directed by the Accounting Firm in the Final Adjustment Report), which shall arbitrate the dispute and submit a written statement of its determination. Such statement, when delivered to Amari and to Subsidiary and Parent, shall be binding upon Amari, Subsidiary and Parent, and shall, together with respect those aspects of the Preliminary Adjustment Report as to which no objection was made, be the "Final Adjustment Report". In such case, the second business day after the date on which such statement is delivered to Amari, Subsidiary and Parent shall be the "Final Adjustment Report Date". In acting hereunder, the Accounting Firm shall be entitled to the amounts set forth in the preceding sentence, the Pre-Closing Statement will reflect the Company’s good-faith estimates with respect to such amounts. The Estimated Merger Consideration shall be subject to adjustment pursuant to this Section 2.11 (as adjusted, the “Merger Consideration”). The Pre-Closing Statement shall be prepared in accordance with the accounting principles, practices privileges and methodologies set forth in Exhibit E (the “Applicable Accounting Principles”)immunities of arbitrators.

Merger Consideration Adjustment. (a) Pre-Closing Statement. At least five (5) Business Days prior to Not later than the anticipated Closing business day next preceding the Effective Date, the Company shall deliver to Parent a statement, certified by an officer of Debtor and the Company, consisting of the Company’s good-Buyer will in good faith estimates of the following amountsjointly estimate: (i) an estimated calculation the Working Capital Assets (as defined below) as of the Closing Cash close of business on such business day (the “"Estimated Closing Cash”)Working Capital Assets") provided that if the Debtor's and the Buyer's respective estimates thereof do not agree, then the Estimated Working Capital Assets will be the arithmetic average of the Debtor's and the Buyer's respective estimates thereof; and (ii) an estimated calculation the Working Capital Liabilities (as defined below) as of the Seller Transaction Expenses close of business on such business day (specifying which Seller Transaction Expenses the "Estimated Working Capital Liabilities"); provided that if the Debtor's and the Buyer's respective estimates thereof do not agree, then the Estimated Working Capital Liabilities will be paid at the Effective Time and not prior thereto) (the “Estimated Seller Transaction Expenses”), (iii) an estimated calculation arithmetic average of the Closing Funded Debt (Debtor's and the “Buyer's respective estimates thereof. The Estimated Closing Funded Debt”), (iv) an estimated calculation of Closing Working Capital (Assets minus the “Estimated Closing Working Capital Liabilities shall be the "Estimated Working Capital”) and ". If the Estimated Closing Working Capital Adjustmentis less than $3,100,000, and (v) a calculation then subject to the satisfaction or waiver by the Buyer of the Estimated Merger Consideration. Parent may submit any objections in writing Buyer's condition to the Company until 5:00 PM, Eastern Standard Time, on the Business Day prior to the anticipated Closing Date and the Company will cooperate in good-faith with Parent to revise the draft statement to reflect the mutual agreement of the Company and Parent with respect to the estimated amounts close set forth in the preceding sentence (as so revised and agreedSection 5.2(h), the “Pre-Closing Statement”); provided, that if the Company and Parent cannot reach an agreement with respect to the amounts set forth in the preceding sentence, the Pre-Closing Statement will reflect the Company’s good-faith estimates with respect to such amounts. The Estimated Merger Consideration shall be subject reduced by an amount equal to adjustment pursuant to this Section 2.11 (as adjustedsuch difference. If the Estimated Working Capital is more than $3,100,000, the “Merger Consideration”). The Pre-Closing Statement Consideration shall be prepared unchanged. "Working Capital Assets" means all assets comprising the line items listed under "working capital assets" in Section 1.10(a) of the Debtor Disclosure Schedule, valued on a consolidated basis in accordance with GAAP consistent with the accounting principles, Debtor's past practices and methodologies the methodology used to determine Working Capital Assets as of March 31, 2003, as set forth in Exhibit E (Section 1.10(a) of the “Applicable Accounting Principles”)Debtor Disclosure Schedule. "Working Capital Liabilities" means all liabilities comprising the line items listed under "working capital liabilities" in Section 1.10(a) of the Debtor Disclosure Schedule, valued on a consolidated basis in accordance with GAAP consistent with the Debtor's past practices and the methodology used to determine Working Capital Liabilities as of March 31, 2003, as set forth in Section 1.10(a) of the Debtor Disclosure.

Merger Consideration Adjustment. (a) Pre-Closing Statement. At least five Three (53) Business Days prior to the anticipated Closing Date, the Company shall deliver to Parent Buyer a statementwritten statement in a form reasonable acceptable to Buyer, certified by an officer of the Company, consisting of the Company’s good-faith estimates of which statement shall set forth the following amounts: information (the “Estimated Closing Statement”): (i) an estimated unaudited consolidated balance sheet of the Acquired Companies as of 12:01 a.m. (local time) on the Closing CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. Date (the “Estimated Closing Balance Sheet”), (ii) the Company’s calculation of the Estimated Adjustment Amount, which shall contain its good faith estimate of (A) the Closing Cash (the “Estimated Closing Cash”), (iiB) an estimated calculation of the Seller Transaction Expenses (specifying which Seller Transaction Expenses will be paid at the Effective Time and not prior thereto) Closing Indebtedness (the “Estimated Seller Closing Indebtedness”), (C) the Transaction Expenses (“Estimated Transaction Expenses”), (iii) an estimated the Company’s calculation of the Aggregate Closing Funded Debt (Consideration based on the “Estimated Closing Funded Debt”)Balance Sheet, Estimated Closing Cash, Estimated Closing Indebtedness and Estimated Transaction Expenses, and (iv) an estimated calculation of Closing Working Capital (reasonable supporting documentation together with any information that Buyer has reasonably requested to verify the “Estimated Closing Working Capital”) and amounts reflected in the Estimated Closing Working Capital Adjustment, and (v) a calculation of the Estimated Merger Consideration. Parent may submit any objections in writing to the Company until 5:00 PM, Eastern Standard Time, on the Business Day prior to the anticipated Closing Date and the Company will cooperate in good-faith with Parent to revise the draft statement to reflect the mutual agreement of the Company and Parent with respect to the estimated amounts set forth in the preceding sentence (as so revised and agreed, the “Pre-Closing Statement”); provided, that if the Company and Parent cannot reach an agreement with respect to the amounts set forth in the preceding sentence, the Pre-Closing Statement will reflect the Company’s good-faith estimates with respect to such amounts. The Estimated Merger Consideration shall be subject to adjustment pursuant to this Section 2.11 (as adjusted, the “Merger Consideration”). The Pre-Closing Statement Balance Sheet shall be prepared in accordance with the accounting principles, practices Balance Sheet Rules and methodologies set forth in Exhibit E (shall be certified by the “Applicable Accounting Principles”)Company’s Chief Executive Officer.

Merger Consideration Adjustment. If at the Closing Date the ratio of (ai) Pre-Closing Statement. At least five (5) Business Days prior the aggregate Cash Consideration payable to the anticipated holders of Outstanding Company Shares including, for purposes of this Section 5.12, in the aggregate Cash Consideration the cash payable in lieu of fractional shares of Parent Common Stock and the aggregate value of the Merger Consideration that would have been deliverable or payable to holders of Dissenting Shares (the "Revised Cash Consideration") to (ii) the aggregate value of the Merger Consideration, revised by using Revised Cash Consideration in lieu of Cash Consideration, less the value of the Escrow Shares (valuing the aggregate Stock Consideration at 75% (unless Company Counsel and Parent Counsel mutually agree in writing to a greater percentage) of the Parent Closing DatePrice (the "Revised Stock Consideration") (such adjusted Merger Consideration referred to in this Section 5.12 as the "Revised Merger Consideration"), payable to the Company Shareholders is greater than 0.6:1 (the "Consideration Ratio"), then the Company may elect to delay the Closing for a period of not more than 14 days until such time as the Revised Cash Consideration portion of the Revised Merger Consideration shall not be greater than the Consideration Ratio. If at the end of such 14 day period the Revised Merger Consideration does not satisfy the Consideration Ratio, the parties agree to reduce the aggregate Cash Consideration by up to $2,000,000 (the "Cash Reduction Amount") and to increase the Base Stock Number by up to that number of shares equal to the quotient derived by dividing the Cash Reduction Amount by the Parent Closing Price as is necessary so that the Revised Cash Consideration portion of the Revised Merger Consideration is not greater than the Consideration Ratio as determined under the first sentence of this Section 5.12. In the event the foregoing adjustments to the Revised Cash Consideration and the Revised Stock Consideration are not sufficient to satisfy the requirements of this Section 5.12, each of Parent and the Company shall deliver have the right to Parent a statement, certified by an officer of terminate this Agreement and abandon the Company, consisting of the Company’s good-faith estimates of the following amounts: (i) an estimated calculation of the Closing Cash (the “Estimated Closing Cash”Merger pursuant to Section 8.1(d), (ii) an estimated calculation of the Seller Transaction Expenses (specifying which Seller Transaction Expenses will be paid at the Effective Time and not prior thereto) (the “Estimated Seller Transaction Expenses”), (iii) an estimated calculation of the Closing Funded Debt (the “Estimated Closing Funded Debt”), (iv) an estimated calculation of Closing Working Capital (the “Estimated Closing Working Capital”) and the Estimated Closing Working Capital Adjustment, and (v) a calculation of the Estimated Merger Consideration. Parent may submit provided that neither party shall have any objections in writing liability or obligation to the Company until 5:00 PM, Eastern Standard Time, on the Business Day prior to the anticipated Closing Date and the Company will cooperate in good-faith with Parent to revise the draft statement to reflect the mutual agreement of the Company and Parent with respect to the estimated amounts set forth in the preceding sentence (as so revised and agreed, the “Pre-Closing Statement”); provided, that if the Company and Parent cannot reach an agreement with respect to the amounts set forth in the preceding sentence, the Pre-Closing Statement will reflect the Company’s good-faith estimates with respect to such amounts. The Estimated Merger Consideration shall be subject to adjustment other party pursuant to this Section 2.11 (as adjusted, the “Merger Consideration”). The Pre-Closing Statement shall be prepared in accordance with the accounting principles, practices and methodologies set forth in Exhibit E (the “Applicable Accounting Principles”)Article IX.

Merger Consideration Adjustment. (a) Pre-Closing Statement. At Prior to the Closing, the Company shall prepare, in consultation with Parent Bank and Parent, and at least five (5) Business Days business days prior to the anticipated Closing Date, the Company shall deliver to Parent Bank and Parent a statement, certified by an officer good faith calculation of (i) the estimated amount of the Adjusted Closing Tangible Book Value (the “Estimated Adjusted Closing Tangible Book Value”) and (ii) the estimated Cash Consideration (the “Estimated Cash Consideration”) (collectively, the “Estimated Closing Statement”). At least ten (10) business days prior to the delivery of the Estimated Closing Statement to Parent Bank and Parent, the Company shall provide a draft of the Estimated Closing Statement and reasonable supporting detail to Parent Bank and Parent for their review, and the Company shall reasonably consider any comments of Parent Bank and Parent or their respective representatives thereto and revise the draft of the Estimated Closing Statement to reflect any reasonable revisions proposed by Parent Bank or Parent. At least ten (10) business days prior to the delivery of the Estimated Closing Statement (as such term is defined in the Bank Merger Agreement) (the “Bank Estimated Closing Statement”) to Parent Bank, the Company shall provide a draft of the Bank Estimated Closing Statement and reasonable supporting detail to Parent Bank and Parent for their review, and the Company shall reasonably consider any comments of Parent Bank and Parent or their respective representatives thereto and revise the draft of the Bank Estimated Closing Statement to reflect any reasonable revisions proposed by Parent Bank and Parent. During the preparation by the Company of the Estimated Closing Statement and the Bank Estimated Closing Statement and after the delivery of the Estimated Closing Statement and the Bank Estimated Closing Statement, Parent Bank and Parent and their respective representatives shall have a reasonable opportunity to review and to discuss with the Company and its representatives (a) the Company, consisting ’s and Company Bank’s working papers and the working papers of the Company’s good-faith estimates and Company Bank’s independent accountants, if any, relating to the preparation of the following amounts: (i) an estimated calculation of the Closing Cash (the “Estimated Closing Cash”), (ii) an estimated calculation of the Seller Transaction Expenses (specifying which Seller Transaction Expenses will be paid at the Effective Time and not prior thereto) (the “Estimated Seller Transaction Expenses”), (iii) an estimated calculation of the Closing Funded Debt (the “Estimated Closing Funded Debt”), (iv) an estimated calculation of Closing Working Capital (the “Estimated Closing Working Capital”) and the Estimated Closing Working Capital Adjustment, Statement and (v) a the Bank Estimated Closing Statement and the calculation of the Estimated Adjusted Closing Tangible Book Value and Estimated Tangible Book Value (as defined in the Bank Merger Consideration. Parent may submit any objections Agreement) after signing customary confidentiality and hold harmless agreements with such independent accountants relating to such access to working papers in writing form and substance reasonably acceptable to such independent accountants, as well as (b) the Company until 5:00 PM, Eastern Standard Time, on the Business Day prior to the anticipated Closing Date relevant books and the Company will cooperate in good-faith with Parent to revise the draft statement to reflect the mutual agreement records of the Company and Parent with respect to the estimated amounts set forth in the preceding sentence (as so revised its Subsidiaries, including Company Bank; and agreed, the “Pre-Closing Statement”); provided, that if the Company and its representatives shall reasonably assist Parent cannot reach an agreement Bank, Parent and their respective representatives in their review of the Estimated Closing Statement and the Bank Estimated Closing Statement and the preparation thereof and reasonably cooperate with respect to thereto; provided that in no event shall the amounts set forth in foregoing rights of Parent Bank and Parent delay the preceding sentence, the Pre-Closing Statement will reflect the Company’s good-faith estimates with respect to such amounts. The Estimated Merger Consideration shall be subject to adjustment pursuant to this Section 2.11 (as adjusted, the “Merger Consideration”). The Pre-Closing Statement shall be prepared in accordance with the accounting principles, practices and methodologies set forth in Exhibit E (the “Applicable Accounting Principles”)Date.