Valuation and Transaction Plan Adjustment Clause Samples

Valuation and Transaction Plan Adjustment. 3.7.1 Notwithstanding the foregoing, if the conditions precedent under Articles 3.5.4 (11) and 3.5.4 (12) and/or Articles 3.6.4 (7) are not satisfied, then with respect to the equity/shares in the Target Company and/or the Cayman Co 2 that have not been obtained by the Investor yet, the Investor shall have the right to re-negotiate with the Company Party to determine the subsequent transaction plan on such equity/shares in the Transaction and the transaction valuation applicable in subsequent transaction, and continue to complete the Transaction per such new transaction valuation and plan mutually agreed by the Parties hereto. 3.7.2 If the conditions precedent under Article 3.5.4 (12) and/or Article 3.6.4 (7) are not satisfied, then with respect to the equity/shares in the Target Company and/or the Cayman Co 2 that have been obtained by the Investor in the closing already completed (i.e. the First Closing and/or the Second Closing), the Company Party and the Investor shall negotiate on whether to adjust the valuation applicable to the Group Companies after adjustment to the acquisition consideration of the Second Closing in accordance with Article 3.5.9 with respect to such equity/shares: (1) where the Investor agrees to pay the consideration difference for the equity/shares in the Target Company and/or the Cayman Co 2 it has obtained according to the said valuation within thirty (30) days after the negotiation between the Transaction Parties or a longer period mutually agreed, the Investor shall, within thirty-five (35) business days after its written consent, pay the corresponding consideration difference to the bank account designated by the Company Party in writing in advance; or (2) where the Investor disagrees to pay the consideration difference for the equity/shares in ​ ​