Shareholder Verification of Growth Premium Sample Clauses

Shareholder Verification of Growth Premium. If upon completion of Acquiror’s determination of the Growth Premium, Shareholders disagree with such determination, Shareholders shall give written notice of the disagreement within 30 business days after their receipt thereof, specifying in reasonable detail the nature and extent of such disagreement. The parties shall have a period of 30 days from the receipt of such written notice from Shareholders in which to resolve any disagreement with respect to the determination of the Growth Premium. If the parties are unable to resolve any disagreements in respect of the Growth Premium within the specified period, the matter shall be submitted to an accounting firm determined by the mutual agreement of the independent public accountant of the Acquiror and Shareholders. Such accounting firm’s determination of the Growth Premium shall be final and binding upon the parties. If a final determination of the Growth Premium by such accounting firm results in an amount that is greater than 5% higher than Acquiror’s determination of the Growth Premium, all fees and expenses of such accounting firm shall be paid by Acquiror. Otherwise, such fees and expenses shall be paid 50% by Acquiror and 50% by Shareholders, with the Shareholders’ share being deducted from the Growth Premium otherwise payable to them. Within 10 business days following a final determination of the Growth Premium (whether as a result of Shareholders failing to give prompt written notice of their disagreement with a determination by Acquiror, a resolution by Acquiror and Shareholders of any such disagreement or a determination by the accounting firm selected to resolve any disagreement between the parties), if the Growth Premium determined by Acquiror is different than the Grown Premium as finally determined, the Growth Premium shall be adjusted accordingly and the difference paid by Acquiror to Shareholders, or by Shareholders to Acquiror, as applicable, provided that any amounts payable by the Shareholders pursuant to this sentence shall be deducted from future Growth Premium amounts payable to the Shareholders.
Sample 1
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