Common use of Post-Closing Purchase Price Adjustment Clause in Contracts

Post-Closing Purchase Price Adjustment. (a) In the event that, during the 12 month period following the date hereof, (i) Parent announces its intention to enter into a transaction which effects a Change in Control (as defined below), (ii) the Board of Directors makes a recommendation that Parent should enter into a transaction which effects a Change in Control, (iii) Parent enters into a definitive agreement to effect a Change in Control, or (iv) a solicitation is made by a third party to purchase substantially all of the outstanding shares of the Class A Common Stock, par value $0.20 per share, of Parent (the “Class A Common Stock”), then upon consummation of any transaction referred to in subsection (i), (ii), (iii) or (iv), Parent shall pay to Wangs Fabrik or its successor a purchase price increase in the amount of seventy-five percent (75%) of the increase (the “Adjustment Amount”) in value between (i) the price per outstanding share of Class A Common Stock paid in the Change in Control (taking into account any stock dividends, issuances, splits, reverse splits, combinations, recapitalizations, exchanges or distributions of the Class A Common Stock occurring after the Closing Date and prior to the Change in Control) or the cash proceeds or the value of the securities received by the stockholders of Parent, and (ii) the Per Share Price. (b) The Buyer Parties shall not be obligated to pay Wangs Fabrik any purchase price increase in respect of any Change in Control, if any of the events described in subsections (i), (ii) or (iii) of Section 7.1(a) occur more than 12 months after the date hereof. (c) Parent shall send notice to the Seller Parties of the effective date of any Change in Control and any payment required to be made to Wangs Fabrik pursuant to subsection (a) above no later than the effective date of such event. In addition, Parent shall make the required payment simultaneously with the effective date of such Change in Control, in immediately available funds by wire transfer to Wangs Fabrik’s bank account as directed in writing by Wangs Fabrik at such time. Parent shall provide the Seller Parties with any documentation relating to the determination of the amount of the post-closing purchase price adjustment reasonably requested by the Seller Parties. (d) As used herein, “Change in Control” shall mean, in respect of Parent, the following events, whether effected directly or indirectly through one or a series of transactions: (i) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act ) of (A) legal or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of all or substantially all of the Class A Common Stock, or (B) ownership of all or substantially all of the assets of Parent and its Subsidiaries, but only if Parent subsequently distributes pro rata the cash proceeds from such sale to the stockholders of Parent; provided, however, Parent will be obligated to pay Wangs Fabrik or its successor the post-closing purchase price adjustment payable pursuant to Section 7.1(c) for such asset sale if one of the events described in subsections (i), (ii), (iii) or (iv) of Section 7.1(a) regarding such asset sale occur within the time period set forth in Section 7.1(a) and the subsequent pro rata distribution of the cash proceeds from such sale to the stockholders of Parent occurs within six months of the one year anniversary of the Closing Date; or (ii) a merger, consolidation or other reorganization of Parent with an unaffiliated entity in which the shareholders of Parent prior to such merger, consolidation or reorganization receive cash or securities of another Person and as a result own less than 50% of the combined entity.

Post-Closing Purchase Price Adjustment. (ai) As promptly as practicable after the Closing Date, but in no event more than sixty (60) days after the Closing Date (such date on which the Closing Balance Sheet is delivered, the "Closing Financial ----------------- Statements Delivery Date"), Purchaser will prepare and deliver to Seller a ------------------------ balance sheet of Seller as of the close of business on the day immediately preceding the Closing Date (the "Closing Balance Sheet"). The Closing --------------------- Balance Sheet shall be accompanied by a certificate of an officer of Purchaser to the effect that the Closing Balance Sheet presents fairly, in accordance with GAAP and the accounting practices of Seller applied on a consistent basis, the financial condition of Seller as of the close of business on the day immediately preceding the Closing Date. (ii) In the event thatthat there is a Deficiency with respect to the Net Current Assets, during Seller shall pay, and Parent shall cause Seller to pay, to Purchaser, as an adjustment to the 12 month period following the date hereof, (i) Parent announces its intention to enter into a transaction which effects a Change in Control Purchase Price (as defined belowthe same may have been adjusted at Closing pursuant to Section 1.03(c)), (ii) an aggregate --------------- amount equal to the Board of Directors makes a recommendation Deficiency, less any amount that Parent should enter into a transaction which effects a Change the Purchase Price has been previously reduced or plus any amount that the Purchase Price has been previously increased, in Control, (iii) Parent enters into a definitive agreement each case pursuant to effect a Change in Control, or (iv) a solicitation is made by a third party to purchase substantially all of the outstanding shares of the Class A Common Stock, par value $0.20 per share, of Parent (the “Class A Common Stock”), then upon consummation of any transaction referred to in subsection (i)c) above. If the Purchase Price was previously reduced pursuant to subsection (c) above, (ii), (iii) or (iv), Parent shall pay to Wangs Fabrik or its successor a purchase price increase in and such reduction exceeded the amount of seventy-five percent (75%) the Deficiency, then Purchaser shall pay the amount of the increase (the “Adjustment Amount”) in value between (i) the price per outstanding share of Class A Common Stock paid in the Change in Control (taking into account any stock dividends, issuances, splits, reverse splits, combinations, recapitalizations, exchanges or distributions of the Class A Common Stock occurring after the Closing Date and prior such excess to the Change in Control) or the cash proceeds or the value of the securities received by the stockholders of Parent, and (ii) the Per Share Price. (b) The Buyer Parties shall not be obligated to pay Wangs Fabrik any purchase price increase in respect of any Change in Control, if any of the events described in subsections (i), (ii) or (iii) of Section 7.1(a) occur more than 12 months after the date hereof. (c) Parent shall send notice to the Seller Parties of the effective date of any Change in Control and any payment Seller. Any payments required to be made by Parent, Seller or Purchaser pursuant to Wangs Fabrik this Section 1.03(d)(ii) shall ------------------- be made within ten (10) days of the Closing Financial Statements Delivery Date by wire transfer of immediately available funds to an account designated by the party who is to receive such payments. (iii) In the event that there is a Surplus with respect to the Net Current Assets, Purchaser shall pay to Seller, as an adjustment to the Purchase Price (as the same may have been adjusted at Closing pursuant to Section 1.03(c)), an amount equal to the Surplus less any amount that the --------------- Purchase Price has been previously increased or plus any amount that the Purchase Price has been previously decreased, in each case pursuant to subsection (ac) above no later than above. Any payments required to be made by Purchaser pursuant to this Section 1.03(d)(iii) shall be made within ten (10) days of -------------------- the effective date Closing Financial Statements Delivery Date by wire transfer of such event. In addition, Parent shall make the required payment simultaneously with the effective date of such Change in Control, in immediately available funds by wire transfer to Wangs Fabrik’s bank an account as directed in writing by Wangs Fabrik at such time. Parent shall provide the Seller Parties with any documentation relating to the determination of the amount of the post-closing purchase price adjustment reasonably requested designated by the Seller Partiesparty who is to receive such payments. (d) As used herein, “Change in Control” shall mean, in respect of Parent, the following events, whether effected directly or indirectly through one or a series of transactions: (i) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act ) of (A) legal or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of all or substantially all of the Class A Common Stock, or (B) ownership of all or substantially all of the assets of Parent and its Subsidiaries, but only if Parent subsequently distributes pro rata the cash proceeds from such sale to the stockholders of Parent; provided, however, Parent will be obligated to pay Wangs Fabrik or its successor the post-closing purchase price adjustment payable pursuant to Section 7.1(c) for such asset sale if one of the events described in subsections (i), (ii), (iii) or (iv) of Section 7.1(a) regarding such asset sale occur within the time period set forth in Section 7.1(a) and the subsequent pro rata distribution of the cash proceeds from such sale to the stockholders of Parent occurs within six months of the one year anniversary of the Closing Date; or (ii) a merger, consolidation or other reorganization of Parent with an unaffiliated entity in which the shareholders of Parent prior to such merger, consolidation or reorganization receive cash or securities of another Person and as a result own less than 50% of the combined entity.

Post-Closing Purchase Price Adjustment. (a) In The Purchase Price shall be increased or decreased on a dollar- for-dollar basis to the event that, during extent that the 12 month period following the date hereof, (i) Parent announces its intention to enter into a transaction which effects a Change in Control (as defined below), (ii) the Board of Directors makes a recommendation that Parent should enter into a transaction which effects a Change in Control, (iii) Parent enters into a definitive agreement to effect a Change in Control, or (iv) a solicitation is made by a third party to purchase substantially all value of the outstanding shares Net Assets of the Class A Common Stock, par value $0.20 per share, of Parent Business as set forth on the Closing Balance Sheet (the “Class A Common Stock”"Net Asset Value") shall be greater or less, respectively, than $6,750,000 (the "Net Asset Target") as determined by Tonneson in accordance with Section 2.6(b) (the "Net Asset Valuation"), then upon consummation of any transaction referred . The Parties shall cause such accountants to perform the Net Asset Valuation in subsection (i), (ii), (iii) or (iv), Parent shall pay to Wangs Fabrik or its successor a purchase price increase in connection with the amount of seventy-five percent (75%) preparation of the increase (the “Adjustment Amount”) in value between (i) the price per outstanding share of Class A Common Stock paid in the Change in Control (taking into account any stock dividends, issuances, splits, reverse splits, combinations, recapitalizations, exchanges or distributions of the Class A Common Stock occurring Closing Financial Statements to be prepared under Section 8.4 within 45 days after the Closing Date and, within 10 days of the completion of the Net Asset Valuation, to provide the Parties notice (the "Asset Notice") of the results of the Net Asset Valuation and prior whether such results provide for an increase or decrease in the Purchase Price. Within 20 days of receipt of the Asset Notice, or, in the alternative, within 20 days of the final resolution of any dispute of the Net Asset Valuation, the Purchase Price Adjustment shall be paid by wire transfer of immediately available funds as follows: (i) if the Net Asset Value is greater than the Net Asset Target, then VERT shall pay to the Change in Control) or Seller an amount equal to the cash proceeds or amount by which the value of Net Asset Value exceeds the securities received by the stockholders of Parent, and Net Asset Target; (ii) if the Per Share Net Asset Value is equal to the Net Asset Target, then there shall be no adjustment to the Purchase Price; or (iii) if the Net Asset Value is less than the Net Asset Target, then the Seller Parties shall pay to VERT an amount equal to the amount by which the Net Asset Value is less than the Net Asset Target (the "Net Asset Deficiency"). To the extent the Net Asset Deficiency is in excess of $500,000, the Seller Parties shall be entitled to defer, on an interest-free basis, payment of any amount of the Net Asset Deficiency in excess of $500,000 until 30 days following the Effective Date. If the Seller Parties fail to pay such amount to the Buyer by the specified time, the Buyer shall be entitled to recover the Net Asset Deficiency by setting off against any amounts that may be due to the Stockholders under the Employment Agreement or Consulting Agreement. (b) The Buyer Parties Net Asset Value shall not be obligated to pay Wangs Fabrik any purchase price increase determined in respect of any Change accordance with GAAP, consistently applied and in Control, if any of accordance with the events described in subsections (i), (ii) or (iii) of Section 7.1(a) occur more than 12 months after the date hereofSeller's past practices. (c) Parent VERT may dispute the Net Asset Valuation in the following manner. Within 10 days of receipt of the Asset Notice, VERT shall send notice to give the Seller Parties notice of its disagreement with the Net Asset Valuation (the "Dispute Notice"), and such notice shall specify in detail the nature of the effective date of disagreement. During the 20 days after the day on which any Change in Control Dispute Notice is given, VERT and any payment required the Seller shall attempt to be made resolve such dispute. If they fail to Wangs Fabrik pursuant reach a written agreement regarding the dispute, VERT shall refer the matter to subsection KPMG LLP, and request KPMG LLP to also determine the Net Asset Value (athe "Second Asset Valuation") above no later than the effective date within 30 days of such eventrequest. In addition, Parent VERT shall make the required payment simultaneously with the effective date of such Change in Control, in immediately available funds by wire transfer to Wangs Fabrik’s bank account as directed in writing by Wangs Fabrik at such time. Parent shall provide give the Seller Parties with any documentation relating to the determination prompt notice of the amount results of the post-closing purchase price adjustment reasonably requested Second Asset Valuation. The average of the Net Asset Value determined by Tonneson and of the Seller PartiesNet Asset Value determined by KPMG LLP shall be the final and binding Net Asset Valuation for the purposes of determining the Purchase Price Adjustment. (d) As used hereinPrior to the Closing, “Change in Control” VERT and Tonneson shall meanagree on Xxxxxxxx'x cost of preparing the Net Asset Valuation and the financial statements to be prepared under Section 8.4. VERT shall pay the fees and expenses of Tonneson with respect to the Net Asset Valuation unless a Second Asset Valuation is required, in which case the Seller shall be responsible for paying the fees and expenses of Tonneson if the Second Asset Valuation produces a Net Asset Valuation that is less than 95% of that produced by Tonneson. VERT shall pay the fees and expenses of KPMG LLP with respect to a Second Asset Valuation, if such a valuation is requested under this Section 2.6. (e) Any rights accruing to any Party under this Section 2.6 shall be in addition to and independent of Parent, the following events, whether effected directly or indirectly through one or a series of transactions: (i) rights to indemnification under Section 11 and any payments made to any Party under this Section 2.6 shall not be subject to the acquisition by an individual, entity or group (within the meaning requirements of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act ) of (A) legal or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of all or substantially all of the Class A Common Stock, or (B) ownership of all or substantially all of the assets of Parent and its Subsidiaries, but only if Parent subsequently distributes pro rata the cash proceeds from such sale to the stockholders of Parent; provided, however, Parent will be obligated to pay Wangs Fabrik or its successor the post-closing purchase price adjustment payable pursuant to Section 7.1(c) for such asset sale if one of the events described in subsections (i), (ii), (iii) or (iv) of Section 7.1(a) regarding such asset sale occur within the time period set forth in Section 7.1(a) and the subsequent pro rata distribution of the cash proceeds from such sale to the stockholders of Parent occurs within six months of the one year anniversary of the Closing Date; or (ii) a merger, consolidation or other reorganization of Parent with an unaffiliated entity in which the shareholders of Parent prior to such merger, consolidation or reorganization receive cash or securities of another Person and as a result own less than 50% of the combined entity11.