Common use of Payment of Adjusted Purchase Price Clause in Contracts

Payment of Adjusted Purchase Price. Promptly following the final determination of Adjusted Working Capital as provided in Section 2.4, but in no event later than ten (10) days after such determination: (a) if the Adjusted Working Capital minus the Target Adjusted Working Capital (such difference, which may be a positive or negative number, the “Working Capital Adjustment”) is greater than the Working Capital Adjustment Estimate, Founder shall wire transfer in immediately available funds to Partner Company Stockholders an aggregate amount equal to such difference; or (b) if the Working Capital Adjustment is less than the Working Capital Adjustment Estimate, Partner Company Stockholders shall, upon Partner Company Stockholders’ election, either (i) wire transfer to Founder in immediately available funds the amount of such excess or (ii) deliver such number of shares of Founder Stock (rounded to the nearer whole share) as shall be determined by dividing the amount of such excess by the ten-day average closing price on the New York Stock Exchange of Founder Stock on the day preceding the transfer of such shares. Any payment required to be made pursuant to this Section 2.5 shall be made together with interest thereon from the Closing Date to the date of payment at the rate of interest per annum equal to the prime rate in effect on the Closing Date as reported in the national edition of The Wall Street Journal. All wire transfers hereunder shall be to such account as the recipient thereof may designate in writing for that purpose.

Payment of Adjusted Purchase Price. Promptly following the final determination of Adjusted Working Capital as provided in Section 2.4, but in no event later than ten (10) days after such determination: (a) if the Adjusted Working Capital minus the Target Adjusted Working Capital (such difference, which may be a positive or negative number, the “Working Capital Adjustment”) is greater than the Working Capital Adjustment Estimate, Founder shall wire transfer in immediately available funds to Partner Company Stockholders an aggregate amount equal to such difference; or (b) if the Working Capital Adjustment is less than the Working Capital Adjustment Estimate, Partner Company Stockholders shall, upon Partner Company Stockholders’ Stockholder’s election, either (i) wire transfer to Founder in immediately available funds the amount of such excess or (ii) deliver such number of shares of Founder Stock (rounded to the nearer whole share) as shall be determined by dividing the amount of such excess by the tenaverage of the daily volume-day weighted average closing price prices of the Founder Stock on the New York Stock Exchange of Founder Stock on for the twenty consecutive trading days prior to and including the second trading day preceding prior to the transfer of such shares. Any payment required to be made pursuant to this Section 2.5 shall be made together with interest thereon from the Closing Date to the date of payment at the rate of interest per annum equal to the prime rate in effect on the Closing Date as reported in the national edition of The Wall Street Journal. All wire transfers hereunder shall be to such account as the recipient thereof may designate in writing for that purpose.

Payment of Adjusted Purchase Price. Promptly following the final determination of Adjusted Working Capital as provided in Section 2.4, but in no event later than ten (10) days after such determination: (a) if the Adjusted Working Capital minus the Target Adjusted Working Capital (such difference, which may be a positive or negative number, the “Working Capital Adjustment”) is greater than the Working Capital Adjustment Estimate, Founder shall wire transfer in immediately available funds to Partner Company Stockholders an Stockholder aggregate amount equal to such difference; or (b) if the Working Capital Adjustment is less than the Working Capital Adjustment Estimate, Partner Company Stockholders Stockholder shall, upon Partner Company Stockholders’ Stockholder’s election, either (i) wire transfer to Founder in immediately available funds the amount of such excess or (ii) deliver such number of shares of Founder Stock (rounded to the nearer whole share) as shall be determined by dividing the amount of such excess by the ten-day average closing price on the New York Stock Exchange of Founder Stock on the day preceding the transfer of such shares. Any payment required to be made pursuant to this Section 2.5 shall be made together with interest thereon from the Closing Date to the date of payment at the rate of interest per annum equal to the prime rate in effect on the Closing Date as reported in the national edition of The Wall Street Journal. All wire transfers hereunder shall be to such account as the recipient thereof may designate in writing for that purpose.

Payment of Adjusted Purchase Price. Promptly following the final determination of Adjusted Working Capital as provided in Section 2.4, but in no event later than ten (10) days after such determination: (a) if the Adjusted Working Capital minus the Target Adjusted Working Capital (such difference, which may be a positive or negative number, the “Working Capital Adjustment”) is greater than the Working Capital Adjustment Estimate, Founder shall wire transfer in immediately available funds to Partner Company Stockholders Stockholder an aggregate amount equal to such difference; or (b) if the Working Capital Adjustment is less than the Working Capital Adjustment Estimate, Partner Company Stockholders Stockholder shall, upon Partner Company Stockholders’ Stockholder’s election, either (i) wire transfer to Founder in immediately available funds the amount of such excess or (ii) deliver such number of shares of Founder Stock (rounded to the nearer whole share) as shall be determined by dividing the amount of such excess by the tenaverage of the daily volume-day weighted average closing price prices of the Founder Stock on the New York Stock Exchange of Founder Stock on for the twenty consecutive trading days prior to and including the second trading day preceding prior to the transfer of such shares. Any payment required to be made pursuant to this Section 2.5 shall be made together with interest thereon from the Closing Date to the date of payment at the rate of interest per annum equal to the prime rate in effect on the Closing Date as reported in the national edition of The Wall Street Journal. All wire transfers hereunder shall be to such account as the recipient thereof may designate in writing for that purpose.