Common use of Calculation of Closing Date Purchase Price Clause in Contracts

Calculation of Closing Date Purchase Price. Upon the terms and subject to the conditions of this Agreement, the Buyer shall issue and deliver to the Sellers at the Closing, in the proportions set opposite their respective names on Schedule 1, subject to the escrow provided at Section 1.3(b), that number of Consideration Shares exchanged for Shares, equal to $7,500,000 plus the Adjusted Cash (the "Closing Date Purchase Price"), divided by the Average Closing Price. The "Average Closing Price" means the average closing price per share of Buyer Common Stock as reported on the NASDAQ for each of the twenty (20) consecutive full trading days in which such shares are traded on the NASDAQ ending on the second trading day prior to, but not including, the Closing Date; provided, however, that if the Average Closing Price as computed pursuant to the foregoing terms of this sentence (i) exceeds the price at which the aggregate Consideration Shares issuable under this Agreement would represent 26% of the fully-diluted (via the treasury stock method) capitalization of Buyer as of the Closing Date (subject to adjustment as set forth below) (the "Upper Collar") then the Average Closing Price shall be the Upper Collar, or (ii) is less than the price at which the aggregate Consideration Shares issuable under this Agreement would represent 29% of the fully-diluted (via the treasury stock method) capitalization of Buyer as of the Closing Date (subject to adjustment as set forth below) (the "Lower Collar") then the Average Closing Price shall be the Lower Collar. The Buyer and Sellers' Agents shall mutually determine the amount of Adjusted Cash, with the participation of the Buyer's and the Company's respective auditors, and shall provide the Parties with a written report setting forth the calculation of Adjusted Cash at least five Business Days prior to the Closing Date. In determining the amount of Adjusted Cash, the amount of the Research Tax Credit shall be valued at 864,454 Euros. The determination of the amount of Adjusted Cash, subject to adjustments to the Research Tax Credit, shall be binding on the Parties. The Average Closing Price shall be calculated to the nearest one-hundredth of one cent. In the event that anytime prior to the Closing Date the outstanding shares of the Buyer Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Buyer by reason of a recapitalization, stock split, combination of shares, reclassification, stock dividend, or other change in the capital structure of the Buyer, then corresponding adjustments shall be made to the Average Closing Price, Upper Collar and Lower Collar determined pursuant to this Section 1.3, as applicable, in order to preserve, but not to increase or decrease, the relative dollar value thereof in relation to any such event.

Calculation of Closing Date Purchase Price. Upon the terms and subject to the conditions of this Agreement, the Buyer shall issue and deliver to the Sellers at the Closing, deposit in the proportions set opposite their respective names on Schedule 1, subject to the escrow provided at accordance with Section 1.3(b1.3(c), that number of Consideration Shares (not to exceed the maximum number of Consideration Shares) exchanged for Shares, equal to $7,500,000 8,750,000 plus the Adjusted Cash, and less the amount of Transaction Expenses, if any, which have not been taken into account in calculating the Adjusted Cash (the "“Closing Date Purchase Price"”), divided by the Average Closing Price. The "“Average Closing Price" ” means the average closing price per share of Buyer Common Stock as reported on the NASDAQ for each of the twenty (20) consecutive full trading days in which such shares are traded on the NASDAQ ending on the second trading day prior to, but not including, the Closing Date; provided, however, that if the Average Closing Price as computed pursuant to the foregoing terms of this sentence (i) exceeds the price at which the aggregate Consideration Shares issuable under this Agreement would represent 26% of the fully-diluted (via the treasury stock method) capitalization of Buyer as of the Closing Date (subject to adjustment as set forth below) (the "Upper Collar") then the Average Closing Price shall be the Upper Collar, or (ii) is less than the price at which the aggregate Consideration Shares issuable under this Agreement would represent 29% of the fully-diluted (via the treasury stock method) capitalization of Buyer as of the Closing Date (subject to adjustment as set forth below) (the "Lower Collar") then the Average Closing Price shall be the Lower Collar. The Buyer and Sellers' Agents ’ Agent shall mutually determine the amount of Adjusted Cash, with the participation of the Buyer's ’s and the Company's ’s respective auditors, and shall provide the Parties with a written report setting forth the calculation of Adjusted Cash at least five Business Days prior to the Closing Date. In determining the amount of Adjusted Cash, the amount of the Research Tax Credit shall be valued at 864,454 Euros. The determination of the amount of Adjusted Cash, subject to adjustments to the Research Tax Credit, shall be binding on the Parties. The Average Closing Price shall be calculated to the nearest one-hundredth of one cent. In the event that anytime prior to the Closing Date the outstanding shares of the Buyer Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Buyer by reason of a recapitalization, stock split, combination of shares, reclassification, stock dividend, or other change in the capital structure of the Buyer, then corresponding adjustments shall be made to the Average Closing Price, Upper Collar and Lower Collar determined pursuant to this Section 1.3, as applicable, in order to preserve, but not to increase or decrease, the relative dollar value thereof in relation to any such event.