Common use of CLOSING ADJUSTMENT OF PURCHASE PRICE Clause in Contracts

CLOSING ADJUSTMENT OF PURCHASE PRICE. After the Closing Date, the Purchase Price set forth in Section 2(b) shall be adjusted as follows: (i) if the Final Net Worth of the Company as finally determined pursuant to Section 2(e) shall be more than the Guaranteed Net Worth, then the cash portion of the Purchase Price shall be increased by an amount equal to 66.7% of the amount of such excess, and the amount of the Buyer Preferred Shares based on the Buyer Preferred Shares Value shall be increased by an amount equal to 33.3% of the amount of such excess. In such event, the Buyer shall promptly pay Seller the amount of such cash difference, and promptly issue additional Buyer Preferred Shares in the amount of such difference based on the Buyer Preferred Shares Value, and such additional Buyer Preferred Shares shall be pledged pursuant to the Pledge Agreement. If the Final Net Worth of the Company as finally determined pursuant to Section 2(e) shall be less than the Guaranteed Net Worth, then the cash portion of the Purchase Price shall be reduced by an amount equal to 66.7% of the amount of such shortfall, and the amount of the Buyer Preferred Shares based on the Buyer Preferred Shares Value shall be reduced by an amount equal to 33.3% of the amount of such shortfall. In such event, the Seller shall promptly pay Buyer the amount of such cash difference, and the existing Buyer Preferred Shares certificate shall be cancelled and a new one issued in the reduced amount of Buyer Preferred Shares based on the Buyer Preferred Shares Value, and such reduced Buyer Preferred Shares shall be pledged pursuant to the Pledge Agreement. In addition to the foregoing, the amount of any additional unpaid Professional Fees not paid at the Closing shall constitute an additional adjustment to the Purchase Price, and shall be paid in cash by the Buyer to the Seller at the time of finalization of the post-closing adjustment to the Purchase Price.