Post-Closing Purchase Price True-Up. (a) As promptly as possible, but in any event within 60 days after the Closing Date, Purchaser will deliver to Seller, a written statement (the “Closing Statement”) setting forth the Purchaser’s calculations (the “Purchaser’s Proposed Calculations”) of (i) the amount of the Closing Cash, (ii) the amount of the Closing Indebtedness and (iii) the amount of the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto, which calculations shall be made in accordance with GAAP, except as set forth on Schedule 3.4, applied on a basis consistent with the Most Recent Balance Sheet. The Closing Statement shall contain a recalculation, if any, of the Aggregate Purchase Price based on the foregoing amounts.
(b) After delivery of the Closing Statement, the Seller and its accountants shall be permitted reasonable access to review the Company’s and Elmwood’s books and records and work papers related to the preparation of the Closing Statement. The Seller and its accountants may make inquiries of Purchaser, the Company, Elmwood and their respective accountants and employees regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Purchaser shall use its, and shall cause the Company and Elmwood to use their, reasonable best efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller has any objections to the Closing Statement, the Seller shall deliver to Purchaser a statement setting forth a description in reasonable detail of its objections thereto (an “Objections Statement”). If an Objections Statement is not delivered to Purchaser within 60 days after the delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the parties hereto. The Seller and Purchaser shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Purchaser and the Seller, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within 15 days after the delivery of the Objections Statement, the Seller and Purchaser shall submit such dispute to Ernst & Young LLP (or if Ernst & Young LLP refuses to accept the engagement, then such other party as Purchaser and the Seller shall use reasonable efforts to mut...
Post-Closing Purchase Price True-Up. (a) In the event that: (i) a Subject Transaction is consummated (A) at any time during the Protected Period or (B) after the Protected Period pursuant to a definitive agreement negotiated or executed prior to the expiration of the Protected Period; and (ii) the price per share of Common Stock paid in such Subject Transaction (as adjusted to reflect any stock splits, stock dividends or other similar events occurring prior to the consummation of such Subject Transaction, the “Adjusted Share Price”) is less than the Closing Share Price (as adjusted to reflect any stock splits, stock dividends or other similar events following the Closing Date), then, within five (5) Business Days of the consummation of such Subject Transaction (the “True-up Issuance Date”), the Issuer shall issue to the Buyer, and the Buyer shall acquire from the Issuer, a number of shares of Class B Common Stock equal to the True-Up Shares. Except in connection with an additional issuance or sale of Common Stock or Capital Stock Equivalents that would constitute part of the same Subject Transaction for which the True-up Shares are issued, upon issuance of the True-up Shares in accordance with this Section 2.03, no further adjustments shall be made in the event of any separate Subject Transactions consummated after the True-up Issuance Date.
(b) On the True-up Issuance Date, the Issuer shall deliver, or cause to be delivered, to the Buyer one or more stock certificates evidencing the True-up Shares issued in the name of the Buyer or such other Permitted Transferee as Buyer may request.
(c) For Tax purposes, the issuance of any additional shares of Class B Common Stock pursuant to this Section 2.03 shall be treated as an adjustment to the number of Purchased Shares issued to the Buyer at the Closing.
Post-Closing Purchase Price True-Up
