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.
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