Common use of Twelve-Month Adjustment Clause in Contracts

Twelve-Month Adjustment. At the close of business on the last ----------------------- business day of the twelfth full month after the Closing Date (the "Second ------ Adjustment Date"), the Parent shall conduct a valuation of the Sub according to --------------- the Valuation Model, attached as Exhibit B. Parent shall then calculate the --------------- --------- "Second Adjustment to Purchase Price" as follows: XXXX = SADV - FADV where XXXX is the Second Adjustment to Purchase Price; SADV is the Second Adjustment Date Value as calculated on the Second Adjustment Date using the Valuation Method; and FADV is the First Adjustment Date Value. (i) If XXXX is greater than zero, then the Parent shall pay to the Company Shareholders promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (XXXX / FVPSSAD) x .25 where SSP is the "Second Shares Payment"; XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSSAD is the Fair Value Per Share of the Parent's Common Stock on the Second Adjustment Date. (ii) If XXXX is less than zero, then the Escrow Agent shall pay to Parent from the Escrow Amount promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (-XXXX / FVPSCD) where SSP is the "Second Shares Payment"; XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSCD is the Fair Value Per Share of the Parent's Common Stock on the Closing Date. If XXXX equals zero, no adjustment to the Original Purchase Price shall be made for the Second Adjustment Date.

Twelve-Month Adjustment. At the close of business on the last ----------------------- business day of the twelfth full month after the Closing Date (the "Second ------ Adjustment Date"), the Parent shall conduct a valuation of the Sub according to --------------- the Valuation Model, attached as Exhibit B. Method. Parent shall then calculate the --------------- --------- "Second Adjustment to -------------------- Purchase Price" as follows: -------------- XXXX = SADV - FADV where XXXX is the Second Adjustment to Purchase Price; SADV is the Second Adjustment Date Value as calculated on the Second Adjustment Date using the Valuation Method; and FADV is the First Adjustment Date Value. (i) If XXXX is greater than zero, then the Parent shall pay to the Company Shareholders promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (XXXX / FVPSSAD) x .25 where SSP is the "Second Shares Payment"; --------------------- XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSSAD is the Fair Value Per Share of the Parent's Common Stock on the Second Adjustment Date. (ii) If XXXX is less than zero, then the Escrow Agent shall pay to Parent from the Escrow Amount promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (-XXXX / FVPSCDFVPSAD) where SSP is the "Second Shares Payment"; --------------------- XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSCD FVPSAD is the Fair Value Per Share of the Parent's Common Stock on the Closing Agreement Date. If XXXX equals zero, no adjustment to the Original Purchase Price shall be made for the Second Adjustment Date.

Twelve-Month Adjustment. At the close of business on the last ----------------------- business day of the twelfth full month after the Closing Date (the "Second ------ Adjustment Date"), the Parent shall conduct a valuation of the Sub according to --------------- the Valuation Model, attached as Exhibit B. Parent shall then calculate the --------------- --------- "Second Adjustment to Purchase Price" as follows: XXXX = SADV - FADV where XXXX is the Second Adjustment to Purchase Price; SADV is the Second Adjustment Date Value as calculated on the Second Adjustment Date using the Valuation MethodModel; and FADV is the First Adjustment Date Value. (i) If XXXX is greater than zero, then the Parent shall pay to the Company Shareholders Members promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (XXXX / FVPSSAD) x .25 where SSP is the "Second Shares Payment"; XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSSAD is the Fair Value Per Share of the Parent's Common Stock on the Second Adjustment Date. (ii) If XXXX is less than zero, then the Escrow Agent shall pay to Parent from the Escrow Amount promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (-XXXX / FVPSCD) where SSP is the "Second Shares Payment"; XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSCD is the Fair Value Per Share of the Parent's Common Stock on the Closing Date. If XXXX equals zero, no adjustment to the Original Purchase Price shall be made for the Second Adjustment Date.

Twelve-Month Adjustment. At the close of business on the last ----------------------- business day of the twelfth full month after the Closing Date (the "Second ------ Adjustment Date"), the Parent shall conduct a valuation of the Sub according to --------------- the Valuation Model, attached as Exhibit B. . Parent shall then calculate the --------------- --------- "Second Adjustment to Purchase Price" as follows: XXXX = SADV - FADV where XXXX is the "Second Adjustment to Purchase Price; ;" ----------------------------------- SADV is the "Second Adjustment Date Value Value" as calculated on the Second ---------------------------- Adjustment Date using the Valuation MethodModel; and FADV is the First Adjustment Date Value; OPP is the Original Purchase Price; and XXXX is the Original Purchase Price plus the Original Purchase Price as defined in the Other Agreement. (i) If XXXX is greater than zero, then the Parent shall pay to the Company Shareholders promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (XXXX / FVPSSAD) x .25 x (OPP/XXXX) where SSP is the "Second Shares Payment"; --------------------- XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSSAD is the "Fair Value Per Share of the Parent's Common Stock on ---------------------------------------------------- the Second Adjustment Date;" -------------------------- OPP is the Original Purchase Price; and XXXX is the Original Purchase Price plus the Original Purchase Price as defined in the Other Agreement. (ii) If XXXX is less than zero, then the Escrow Agent shall pay to Parent from the Escrow Amount promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (-XXXX / FVPSCDFVPSED) x (OPP/XXXX) where SSP is the "Second Shares Payment"; ;" --------------------- XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSCD FVPSED is the "Fair Value Per Share of the Parent's Common Stock on ---------------------------------------------------- the Closing Effective Date. ;" ------------------ OPP is the Original Purchase Price; and XXXX is the Original Purchase Price plus the Original Purchase Price as defined in the Other Agreement. (iii) If XXXX equals zero, no adjustment to the Original Purchase Price shall be made for the Second Adjustment Date.

Twelve-Month Adjustment. At the close of business on the last ----------------------- business day of the twelfth full month after the Closing Date (the "Second ------ Adjustment Date"), the Parent shall conduct a valuation of the Sub according to --------------- the Valuation Model, attached as Exhibit B. Parent shall then calculate the --------------- --------- "Second Adjustment to Purchase Price" as follows: XXXX = SADV - FADV where XXXX is the Second Adjustment to Purchase Price; SADV is the Second Adjustment Date Value as calculated on the Second Adjustment Date using the Valuation Method; and FADV is the First Adjustment Date Value. (i) If XXXX is greater than zero, then the Parent shall pay to the Company Shareholders promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (XXXX / FVPSSAD) x .25 where SSP is the "Second Shares Payment"; XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSSAD is the Fair Value Per Share of the Parent's Common Stock on the Second Adjustment Date. (ii) If XXXX is less than zero, then the Escrow Agent shall pay to Parent from the Escrow Amount promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (-XXXX / FVPSCD) where SSP is the "Second Shares Payment"; XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSCD is the Fair Value Per Share of the Parent's Common Stock on the Closing Date. If XXXX equals zero, no adjustment to the Original Purchase Price shall be made for the Second Adjustment Date.

Twelve-Month Adjustment. At the close of business on the last ----------------------- business day of the twelfth full month after the Closing Date (the "Second ------ Adjustment Date"), the Parent shall conduct a valuation of the Sub according to --------------- the Valuation Model, attached as Exhibit B. . Parent shall then calculate the --------------- --------- "Second Adjustment to -------------------- Purchase Price" as follows: -------------- XXXX = SADV - FADV where XXXX is the "Second Adjustment to Purchase Price; ;" ----------------------------------- SADV is the "Second Adjustment Date Value Value" as calculated on the Second ---------------------------- Adjustment Date using the Valuation MethodModel; and FADV is the First Adjustment Date Value. (i) If XXXX is greater than zero, then the Parent shall pay to the Company Shareholders promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (XXXX / FVPSSAD) x .25 where SSP is the "Second Shares Payment"; ;" --------------------- XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSSAD is the "Fair Value Per Share of the Parent's Common Stock on ---------------------------------------------------- the Second Adjustment Date." -------------------------- (ii) If XXXX is less than zero, then the Escrow Agent shall pay to Parent from the Escrow Amount promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (-XXXX / FVPSCDFVPSED) where SSP is the "Second Shares Payment"; ;" --------------------- XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSCD FVPSED is the "Fair Value Per Share of the Parent's Common Stock on ---------------------------------------------------- the Closing Effective Date. ." ------------------ If XXXX equals zero, no adjustment to the Original Purchase Price shall be made for the Second Adjustment Date.

Twelve-Month Adjustment. At As promptly as commercially practicable ----------------------- after the close of business on the last ----------------------- business day of the twelfth full month after the Closing Date July 31, 1998 (the "Second ------ Adjustment Date"), the ---------------------- Parent shall conduct a valuation of the Sub according to --------------- the Valuation Model, attached as Exhibit B. . Parent shall then calculate the --------------- --------- "Second Adjustment to Purchase Price" as follows: XXXX = SADV - FADV where XXXX is the "Second Adjustment to Purchase Price; ;" ----------------------------------- SADV is the "Second Adjustment Date Value Value" as calculated on the ---------------------------- Second Adjustment Date using the Valuation MethodModel; and FADV is the First Adjustment Date Value. (i) If XXXX is greater than zero, then the Parent pursuant to Section 1.10(c) shall pay to the Company Shareholders Stockholders (except the holders of Series B Preferred Stock of the Company outstanding immediately prior to the Effective Time) promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (XXXX / FVPSSAD) x .25 where SSP is the "Second Shares Payment"; --------------------- XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSSAD is the "Fair Value Per Share of the Parent's Common Stock on ------------------------------------------------ the Second Adjustment Date." -------------------------- (ii) If XXXX is less than zero, then the Escrow Agent pursuant to Section 1.10(c) shall pay to Parent from the Escrow Amount promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (-XXXX / FVPSCDFVPSAD) where SSP is the "Second Shares Payment"; ;" --------------------- XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSCD FVPSAD is the Fair Value Per Share of the Parent's Common Stock on the Closing Date$3.00. If XXXX equals zero, no adjustment to the Original Purchase Price shall be made for the Second Adjustment Date.

Twelve-Month Adjustment. At the close of business on the last June 1, 1998 ----------------------- business day of the twelfth full month after the Closing Date (the "Second ------ Adjustment Date"), the Parent shall conduct a valuation of the Sub ---------------------- according to --------------- the Valuation Model, attached as Exhibit B. Method. Parent shall then calculate the --------------- --------- "Second Adjustment to Purchase Price" as follows: XXXX = SADV - FADV where XXXX is the Second Adjustment to Purchase Price; SADV is the Second Adjustment Date Value as calculated on the Second Adjustment Date using the Valuation Method; and FADV is the First Adjustment Date Value. (i) If XXXX is greater than zero, then the Parent shall pay to the Company Shareholders promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (XXXX / FVPSSAD) x .25 where SSP is the "Second Shares Payment"; XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSSAD is the Fair Value Per Share of the Parent's Common Stock on the Second Adjustment Date. (ii) If XXXX is less than zero, then the Escrow Agent shall pay to Parent from the Escrow Amount promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (-XXXX / FVPSCD) where SSP is the "Second Shares Payment"; XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSCD is the Fair Value Per Share of the Parent's Common Stock on the Closing Date. If XXXX equals zero, no adjustment to the Original Purchase Price shall be made for the Second Adjustment Date.

Twelve-Month Adjustment. At the close of business on the last ----------------------- business day of the twelfth full month after the Closing Date (the "Second ------ Adjustment Date"), the Parent shall conduct a valuation of the Sub according to --------------- the Valuation Model, attached as Exhibit B. . Parent shall then calculate the --------------- --------- "Second Adjustment to Purchase Price" as follows: XXXX = SADV - FADV where XXXX is the "Second Adjustment to Purchase Price; ;" ----------------------------------- SADV is the "Second Adjustment Date Value Value" as calculated on the Second ---------------------------- Adjustment Date using the Valuation MethodModel; and FADV is the First Adjustment Date Value; OPP is the Original Purchase Price; and XXXX is the Original Purchase Price plus the Original Purchase Price as defined in the Other Agreement. (i) If XXXX is greater than zero, then the Parent shall pay to the Company Shareholders promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (XXXX / FVPSSAD) x .25 x (OPP/XXXX) where SSP is the "Second Shares Payment"; --------------------- XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSSAD is the "Fair Value Per Share of the Parent's Common Stock on ---------------------------------------------------- the Second Adjustment Date;" -------------------------- OPP is the Original Purchase Price; and XXXX is the Original Purchase Price plus the Original Purchase Price as defined in the Other Agreement. (ii) If XXXX is less than zero, then the Escrow Agent shall pay to Parent from the Escrow Amount promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (-XXXX / FVPSCDFVPSED) x (OPP/XXXX) where SSP is the "Second Shares Payment"; ;" --------------------- XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSCD FVPSED is the "Fair Value Per Share of the Parent's Common Stock on ---------------------------------------------------- the Closing Effective Date. If ;" ------------------ OPP is the Original Purchase Price; and XXXX equals zero, no adjustment to is the Original Purchase Price shall be made for plus the Second Adjustment DateOriginal Purchase Price as defined in the Other Agreement.

Twelve-Month Adjustment. At the close of business on the ----------------------- last ----------------------- business day of the twelfth full month after the Closing Date (the "Second ------ Adjustment Date"), the Parent shall conduct a valuation of the Sub according to --------------- the Valuation Model, attached as Exhibit B. . Parent shall then calculate the --------------- --------- "Second Adjustment to -------------------- Purchase Price" as follows: -------------- XXXX = SADV - FADV where XXXX is the Second Adjustment to Purchase Price; SADV is the Second Adjustment Date Value as calculated on the Second Adjustment Date using the Valuation MethodModel; and FADV is the First Adjustment Date Value. (i) If XXXX is greater than zero, then the Parent shall pay to the Company Shareholders promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (XXXX / FVPSSAD) x .25 where SSP is the "Second Shares Payment"; --------------------- XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSSAD is the Fair Value Per Share of the Parent's Common Stock on the Second Adjustment Date. (ii) If XXXX is less than zero, then the Escrow Agent shall pay to Parent from the Escrow Amount promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (-XXXX / FVPSCDFVPSAD) where SSP is the "Second Shares Payment"; --------------------- XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSCD FVPSAD is the Fair Value Per Share of the Parent's Common Stock on the Closing Agreement Date. If XXXX equals zero, no adjustment to the Original Purchase Price shall be made for the Second Adjustment Date.

Twelve-Month Adjustment. At the close of business on the last ----------------------- business day of the twelfth full month after the Closing Date (the "Second ------ Adjustment Date"), the Parent shall conduct a valuation of the Sub according to --------------- the Valuation Model, attached as Exhibit B. . Parent shall then calculate the --------------- --------- "Second Adjustment to Purchase Price" as follows: XXXX = SADV - FADV where XXXX is the "Second Adjustment to Purchase Price; ;" ----------------------------------- SADV is the "Second Adjustment Date Value Value" as calculated on the Second ---------------------------- Adjustment Date using the Valuation MethodModel; and FADV is the First Adjustment Date Value. (i) If XXXX is greater than zero, then the Parent shall pay to the Company Shareholders Stockholders (pro rata based upon their equity ownership in the Company immediately prior to the Effective Time as represented to Parent by the Company) promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (XXXX / FVPSSAD) x .25 where SSP is the "Second Shares Payment"; --------------------- XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSSAD is the "Fair Value Per Share of the Parent's Common Stock on ---------------------------------------------------- the Second Adjustment Date." -------------------------- (ii) If XXXX is less than zero, then the Escrow Agent shall pay to Parent from the Escrow Amount promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (-XXXX / FVPSCDFVPSAD) where SSP is the "Second Shares Payment"; ;" --------------------- XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSCD FVPSAD is the "Fair Value Per Share of the Parent's Common Stock on ---------------------------------------------------- the Closing Agreement Date. ." ------------------ If XXXX equals zero, no adjustment to the Original Purchase Price shall be made for the Second Adjustment Date.

Twelve-Month Adjustment. At the close of business on the last ----------------------- business day of the twelfth full month after the Closing Effective Date (the "Second ------ Adjustment Date"), the Parent shall conduct a valuation of the Sub according to --------------- the Valuation Model, attached as Exhibit B. . Parent shall then calculate the --------------- --------- "Second Adjustment to Purchase Price" as follows: XXXX = (SADV - FADV FADV) where XXXX is the "Second Adjustment to Purchase Price; ;" ----------------------------------- SADV is the "Second Adjustment Date Value Value" as calculated on the Second ---------------------------- Adjustment Date using the Valuation MethodModel; and FADV is the First Adjustment Date Value. (i) If XXXX is greater than zero, then the Parent shall pay to the Company Shareholders promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (XXXX / FVPSSAD) x .25 where SSP is the "Second Shares Payment"; --------------------- XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSSAD is the "Fair Value Per Share of the Parent's Common Stock on ---------------------------------------------------- the Second Adjustment Date." -------------------------- (ii) If XXXX is less than zero, then the Escrow Agent shall pay to Parent from the Escrow Amount promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (-XXXX / FVPSCDFVPSED) where SSP is the "Second Shares Payment"; ;" --------------------- XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSCD FVPSED is the Fair Value Per Share of the Parent's Common Stock on the Closing Date$3.00. If XXXX equals zero, no adjustment to the Original Purchase Price shall be made for the Second Adjustment Date.

Twelve-Month Adjustment. At the close of business on the last ----------------------- business day of the twelfth full month after the Closing Date (the "Second ------ Adjustment Date")On or before July 10, 1998, the Parent ----------------------- shall conduct a valuation of the Sub as of the close of business on June 30, 1998 (the "Second Adjustment Date") according to --------------- the Valuation Model, attached as Exhibit B. . Parent ---------------------- shall then calculate the --------------- --------- "Second Adjustment to Purchase Price" as follows: ----------------------------------- XXXX = SADV - FADV where XXXX is the Second Adjustment to Purchase Price; SADV is the Second Adjustment Date Value as calculated on the Second Adjustment Date using the Valuation MethodModel; and FADV is the First Adjustment Date Value. (i) If XXXX is greater than zero, then the Parent shall pay to the Company Shareholders promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (XXXX / FVPSSAD) x .25 where SSP is the "Second Shares Payment"; --------------------- XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSSAD is the Fair Value Per Share of the Parent's Common Stock on the Second Adjustment Date. (ii) If XXXX is less than zero, then the Escrow Agent shall pay to Parent no earlier than 10 days after, but no later than 30 days after, delivery by Parent of its calculation of the FAPP to both the Escrow Agent and the Shareholder Representative from the Escrow Amount promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (-XXXX / FVPSCD$2.25) where SSP is the "Second Shares Payment"; and --------------------- XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSCD is the Fair Value Per Share of the Parent's Common Stock on the Closing Date. If XXXX equals zero, no adjustment to the Original Purchase Price shall be made for the Second Adjustment Date.

Twelve-Month Adjustment. At the close of business on the last ----------------------- business day of the twelfth full month after the Closing Date (the "Second ------ Adjustment Date"), the Parent shall conduct a valuation of the Sub according to --------------- the Valuation Model, attached as Exhibit B. . Parent shall then calculate the --------------- --------- "Second Adjustment to -------------------- Purchase Price" as follows: -------------- XXXX = SADV - FADV where XXXX is the Second Adjustment to Purchase Price; SADV is the Second Adjustment Date Value as calculated on the Second Adjustment Date using the Valuation MethodModel; and FADV is the First Adjustment Date Value. (i) If XXXX is greater than zero, then the Parent shall pay to the Company Shareholders promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (XXXX / XXXX/FVPSSAD) x .25 where SSP is the "Second Shares Payment"; --------------------- XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSSAD is the Fair Value Per Share of the Parent's Common Stock on the Second Adjustment Date. (ii) If XXXX is less than zero, then the Escrow Agent shall pay to Parent from the Escrow Amount promptly after the Second Adjustment Date a number of shares calculated as follows: SSP = (-XXXX / FVPSCDFVPSAD) where SSP is the "Second Shares Payment"; --------------------- XXXX is the Second Adjustment to Purchase Price as calculated above; and FVPSCD FVPSAD is the Fair Value Per Share of the Parent's Common Stock on the Closing Agreement Date. If XXXX equals zero, no adjustment to the Original Purchase Price shall be made for the Second Adjustment Date.