Common use of Termination Upon Purchase Price Reduction Clause in Contracts

Termination Upon Purchase Price Reduction. The STOCKHOLDERS and the COMPANY understand that the initial market value of the shares of VESTCOM Stock they are to receive as part of the purchase price set forth on Annex II hereof is dependent upon market conditions at the time the Registration Statement becomes effective and negotiations with the underwriters of VESTCOM, and that the STOCKHOLDERS and the COMPANY will remain bound by this Agreement notwithstanding any reduction in the initial public offering price of the VESTCOM Stock from the assumed price contemplated on Annex II Part A, except that the STOCKHOLDERS or the COMPANY may terminate this Agreement in the event that -73- 81 VESTCOM notifies Stevx Xxxxxxxx, xx representative, by telecopy at the COMPANY's offices that the initial public offering price of the shares of VESTCOM Stock to be received by the STOCKHOLDERS on the Consummation Date is less than twenty-five percent (25%) below the mid-point of the range of the initial per share public offering price set forth in the initial filing of the Registration Statement (the "Benchmark Price"), and if Mr. Xxxxxxxx xxxes prompt written notice of termination to VESTCOM, which notice must be received at least two hours prior to the time VESTCOM and the Underwriters request acceleration of the effectiveness of the Registration Statement with the SEC. VESTCOM may also terminate this Agreement in the event the initial public offering price of its shares is less than the Benchmark Price.

Termination Upon Purchase Price Reduction. The STOCKHOLDERS and the COMPANY understand that the initial market value of the shares of VESTCOM Stock they are to receive as part of the purchase price set forth on Annex II hereof is dependent upon market conditions at the time the Registration Statement becomes effective and negotiations with the underwriters of VESTCOM, and that the STOCKHOLDERS and the COMPANY will remain bound by this Agreement notwithstanding any reduction in the initial public offering price of the VESTCOM Stock from the assumed price contemplated on Annex II Part A, except that the STOCKHOLDERS or the COMPANY may terminate this Agreement in the event that -73- 81 -75- 83 VESTCOM notifies Stevx XxxxxxxxJoel Xxxxxx, xx representative, by telecopy at the COMPANY's 'S offices that the initial public offering price of the shares of VESTCOM Stock to be received by the STOCKHOLDERS on the Consummation Date is less than twenty-five percent (25%) below the mid-point of the range of the initial per share public offering price set forth in the initial filing of the Registration Statement (the "Benchmark Price"), ) and if Mr. Xxxxxxxx Xxxxxx xxxes prompt written notice of termination to VESTCOM, which notice must be received at least two hours prior to the time VESTCOM and the Underwriters request acceleration of the effectiveness of the Registration Statement with the SEC. VESTCOM may also terminate this Agreement in the event the initial public offering price of its shares is less than the Benchmark Price.

Termination Upon Purchase Price Reduction. The STOCKHOLDERS and the COMPANY understand that the initial market value of the shares of VESTCOM Stock they are to receive as part of the purchase price set forth on Annex II hereof is dependent upon market conditions at the time the Registration Statement becomes effective and negotiations with the underwriters of VESTCOM, and that the STOCKHOLDERS and the COMPANY will remain bound by this Agreement notwithstanding any reduction in the initial public offering price of the VESTCOM Stock from the assumed price contemplated on Annex II Part A, except that the STOCKHOLDERS or the COMPANY may terminate this Agreement in the event that -73- 81 VESTCOM notifies Stevx XxxxxxxxAlfrxx Xxxxxxxx xxx Normxx Xxxxx, xx representative, by telecopy at the COMPANY's 'S offices that the initial public offering price of the shares of VESTCOM Stock to be received by the STOCKHOLDERS on at the Consummation Date is less than twenty-five percent (25%) below the mid-point of the range of the initial per share public offering price set forth in the initial filing of the Registration Statement (the "Benchmark Price"), and if Mr. Xxxxxxxx xx Mr. Xxxxx xxxes prompt written notice of termination to VESTCOM, VESTCOM which notice must be received at least two hours prior to the time VESTCOM and the Underwriters request acceleration of the effectiveness of the Registration Statement with the SEC. VESTCOM may also terminate this Agreement in the event the initial public offering price of its shares is less than the Benchmark Price.

Termination Upon Purchase Price Reduction. The STOCKHOLDERS and the COMPANY understand that the initial market value of the shares of VESTCOM Stock they are to receive as part of the purchase price set forth on Annex II hereof is dependent upon market conditions at the time the Registration Statement becomes effective and negotiations with the underwriters of VESTCOM, and that the STOCKHOLDERS and the COMPANY will remain bound by this Agreement notwithstanding any reduction in the initial public offering price of the VESTCOM Stock from the assumed price contemplated on Annex II Part AII, except that the STOCKHOLDERS or the COMPANY may terminate this Agreement in the event that -73- 81 VESTCOM notifies Stevx XxxxxxxxHowaxx Xxxxx, xx representative, by telecopy at the COMPANY's 'S offices that the initial public offering price of the shares of VESTCOM Stock to be received by the STOCKHOLDERS on the Consummation Date is less than twenty-five percent (25%) below the mid-point of the range of the initial per share public offering price set forth in the initial filing of the Registration Statement (the "Benchmark PriceBENCHMARK PRICE"), ) and if Mr. Xxxxxxxx xxxes April gives prompt written notice of termination to VESTCOM, VESTCOM which notice must be received at least two hours prior to the time VESTCOM and the Underwriters request acceleration of the effectiveness of the Registration Statement with the SEC. VESTCOM may also terminate this Agreement in the event the initial public offering price of its shares is less than the Benchmark Price.

Termination Upon Purchase Price Reduction. The STOCKHOLDERS and the COMPANY understand that the initial market value of the shares of VESTCOM Stock they are to receive as part of the purchase price set forth on Annex II hereof is dependent upon market conditions at the time the Registration Statement becomes effective and negotiations with the underwriters of VESTCOM, and that the STOCKHOLDERS and the COMPANY will remain bound by this Agreement notwithstanding any reduction in the initial public offering price of the VESTCOM Stock from the assumed price contemplated on Annex II Part A, except that the STOCKHOLDERS or the COMPANY may terminate this Agreement in the event that -73- 81 VESTCOM notifies Stevx XxxxxxxxJamex Xxxxx, xx representative, by telecopy at the COMPANY's offices that the initial public offering price of the shares of VESTCOM Stock to be received by the STOCKHOLDERS on the Consummation Date is less than twenty-five percent (25%) below the mid-point of the range of the initial per share public offering price set forth in the initial filing of the Registration Statement (the "Benchmark Price"), and if Mr. Xxxxxxxx Xxxxx xxxes prompt written notice of termination to VESTCOM, which notice must be received at least two hours prior to the time VESTCOM and the Underwriters request acceleration of the effectiveness of the Registration Statement with the SEC. VESTCOM may also terminate this Agreement in the event the initial public offering price of its shares is less than the Benchmark Price.

Termination Upon Purchase Price Reduction. The STOCKHOLDERS and the COMPANY understand that the initial market value of the shares of VESTCOM Stock they are to receive as part of the purchase price set forth on Annex II hereof is dependent upon market conditions at the time the Registration Statement becomes effective and negotiations with the underwriters of VESTCOM, and that the STOCKHOLDERS and the COMPANY will remain bound by this Agreement notwithstanding any reduction in the initial public offering price of the VESTCOM Stock from the assumed price contemplated on Annex II Part A, except that the STOCKHOLDERS or the COMPANY may terminate this Agreement in the event that -73- 81 -75- 83 VESTCOM notifies Stevx T.M. Xxxxxxxx, xx representative, by telecopy at the COMPANY's 'S offices that the initial public offering price of the shares of VESTCOM Stock to be received by the STOCKHOLDERS on the Consummation Date is less than twenty-five percent (25%) below the mid-point of the range of the initial per share public offering price set forth in the initial filing of the Registration Statement (the "Benchmark Price"), and if Mr. Xxxxxxxx xxxes prompt written notice of termination to VESTCOM, which notice must be received at least two hours prior to the time VESTCOM and the Underwriters request acceleration of the effectiveness of the Registration Statement with the SEC. VESTCOM may also terminate this Agreement in the event the initial public offering price of its shares is less than the Benchmark Price.

Termination Upon Purchase Price Reduction. The STOCKHOLDERS and the COMPANY understand that the initial market value of the shares of VESTCOM Stock they are to receive as part of the purchase price set forth on Annex II hereof is dependent upon market conditions at the time the Registration Statement becomes effective and negotiations with the underwriters of VESTCOM, and that the STOCKHOLDERS and the COMPANY will remain 89 bound by this Agreement notwithstanding any reduction in the initial public offering price of the VESTCOM Stock from the assumed price contemplated on Annex II Part A, except that the STOCKHOLDERS or the COMPANY may terminate this Agreement in the event that -73- 81 VESTCOM notifies Stevx Gary Xxxxxxxx, xx representative, by telecopy at the COMPANYFOUNDER A's offices that the initial public offering price of the shares of VESTCOM Stock to be received by the STOCKHOLDERS on the Consummation Date is less than twenty-five percent (25%) below the mid-point of the range of the initial per share public offering price set forth in the initial filing of the Registration Statement (the "Benchmark Price"), and if Mr. Xxxxxxxx xxxes prompt written notice of termination to VESTCOM, which notice must be received at least two hours prior to the time VESTCOM and the Underwriters request acceleration of the effectiveness of the Registration Statement with the SEC. VESTCOM may also terminate this Agreement in the event that the initial public offering price of its shares is less than the Benchmark Price.