Purchase Price Adjustments. (a) By not later than the end of the fourth business day prior to the Closing Date, Seller shall deliver to Purchasers a statement (the "Pre-Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000.
(b) Within 90 days after the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary Closing Statem...
Purchase Price Adjustments. (a) On the date that is two Business Days prior to the Closing Date, Seller shall deliver to Purchaser a certificate of Dopaco US’s Chief Financial Officer, prepared in good faith in accordance with defined terms herein and based on available information setting forth its estimate of the Net Debt Amount, the Working Capital and Working Capital Adjustment and including reasonable supporting documentation for such calculations (the “Estimated Adjustment Certificate”). Without modifying the terms of this Agreement, the parties agree that Schedule 1.2 is instructive as to the manner of calculating Working Capital and the Net Debt Amount hereunder, as it reflects the inclusion and exclusion of accounts that would have been used in the calculation of Working Capital and the Net Debt Amount applying the definitions referred to herein to the extent that such calculation of Working Capital and the Net Debt Amount had been made as of the opening of business on December 26, 2010 rather than as of the opening of business on the Closing Date.
(b) The Estimated Adjustment Certificate shall be used by the parties to make a preliminary adjustment to the Purchase Price on the Closing Date pursuant to Section 2.4(c), subject to further adjustment in accordance with Section 2.4(e).
(c) In the event that the Estimated Working Capital Adjustment is a negative number, the Purchase Price shall be reduced in an amount equal to the Estimated Working Capital Adjustment. In the event that the Estimated Working Capital Adjustment is a positive number, the Purchase Price shall be increased in an amount equal to the Estimated Working Capital Adjustment, but in no event in such case shall the Estimated Working Capital Adjustment exceed Ten Million Dollars ($10,000,000) (the “Adjustment Cap”). In the event the amount of the Estimated Working Capital Adjustment would have exceeded the Adjustment Cap but for the existence of the Adjustment Cap pursuant to the provisions of the immediately preceding sentence, the amount of such excess shall be defined as “Excess Adjustment Amount”. In the event the Net Debt Amount is a positive number, the Purchase Price shall be increased by such amount and if the Net Debt Amount is a negative number, the Purchase Price shall be reduced by such amount.
(d) Within 60 days after the Closing Date, Purchaser shall deliver to Seller a certificate setting forth, in reasonable detail, its calculation of the Net Debt Amount, Working Capital and Working Capital Adj...
Purchase Price Adjustments. To the extent permitted by Law, any amounts payable under Section 12.2 or Section 12.3 shall be treated by the Purchasers and the Sellers as an adjustment to the Purchase Price.
Purchase Price Adjustments. In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.
Purchase Price Adjustments. (a) If and whenever after the date hereof the Company shall issue or sell any shares of its capital stock (except as set forth below in subparagraph 5.2(b)), for a consideration per share less than the Purchase Price in effect immediately prior to the time of such issue or sale, the Purchase Price shall be reduced to the price (calculated to the nearest $0.01) obtained by dividing (i) an amount equal to the sum of (A) the number of shares of capital stock outstanding, or deemed to be outstanding, immediately prior to such issue or sale multiplied by the Purchase Price prevailing immediately prior to such issue or sale plus (B) the consideration, if any, received by the Company upon such issue or sale, by (ii) the total number of shares of capital stock outstanding, or deemed to be outstanding, immediately after such issue or sale. Notwithstanding the foregoing, no adjustment of the Purchase Price shall be made in an amount less than $0.01 per share, but any such lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to $0.01 per share or more.
(b) The following issuance of the Company's securities shall not result in an adjustment in the Purchase Price: (i) stock issued pursuant to a bona fide, public offering of shares of Common Stock, registered under the Securities Act, pursuant to a registration statement; (ii) stock issued pursuant to the conversion or exercise of convertible or exercisable securities outstanding as of the date hereof; (iii) stock issued pursuant to or in connection with a bona fide business acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise; (iv) stock issued upon the exercise of any warrants issued as of the date hereof (which do not have as their purpose an equity financing element) approved by the Board; (v) stock issued upon the exercise of one or more of the Warrants; or (vi) stock issued pursuant to options, warrants, rights or similar commitments obligating the Company to issue shares of its capital stock which are in existence as of the date hereof.
Purchase Price Adjustments. The Original Purchase Price shall be -------------------------- subject to adjustment as follows:
Purchase Price Adjustments. Amounts paid to or on behalf of the Company or Buyer as indemnification shall be treated as adjustments to the Purchase Price.
Purchase Price Adjustments. As partial --------------------------------------------------- security for the indemnity provided for in Section 7.3 and the Purchase Price Adjustments provided for in Section 1.10, (i) at the Effective Time, the Company Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined in Section 1.6(e)(iii) above) the Escrow Amount (plus any additional shares that may be issued upon any stock split, stock dividend or recapitalization effected by Parent after the Effective Time) without any act of any Company Shareholder. On and after the Effective Time, the Escrow Amount shall form an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein at Parent's cost and expense. The Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. The portion of the Escrow Amount contributed on behalf of each Company Shareholder shall be the pro rata amount calculated pursuant to Section 1.6(a) of this Agreement. In addition to seeking indemnification under Section 7.3 from the Escrow Fund and setting off amounts from the Purchase Price Adjustment, Parent may, in its discretion, seek indemnification for Losses directly from the Principal Shareholders, but only after first proceeding against the Escrow Fund so long as it exists and is not subject to other claims. Nothing herein shall limit the liability of the Parent, the Company or the Principal Shareholders for any breach of any representation, warranty or covenant if the Merger does not close. Parent may not receive any shares from the Escrow Fund (other than as a Purchase Price Adjustment) unless Officer's Certificates (as defined in subsection (d) below) identifying losses, the aggregate of which exceed $25,000, have been delivered to the Shareholder Representative (as defined below) and the Escrow Agent as provided in paragraph (d) below. The Company Shareholders shall not have any right of contribution from the Company with respect to any Loss claimed by Parent or Sub after the Effective Time.
Purchase Price Adjustments. The Purchase Price shall be adjusted as follows:
Purchase Price Adjustments. Buyer acknowledges that there will be no adjustment whatsoever to the Purchase Price arising out of or relating to revenues received or expenses incurred in connection with the Property.
