Common use of Composition of purchase price Clause in Contracts

Composition of purchase price. The purchase price for the Shares to be paid by Buyer to Sellers in accordance with Section 2.2.2 (the "Purchase Price") shall consist of: (a) the closing payment payable in accordance with Section 2.2.2(a) and Section 2.2.2(b) amount­ing to CHF 37’059.-- (Swiss Francs thirty seven thousand and fifty nine) per Share and to CHF 489’364’095.-- (Swiss Francs four hundred eighty nine million three hundred sixty four thousand and ninety five) for a total of 13’205 (thirteen thousand two hundred five) Shares (the "Closing Payment"); (b) minus the final payment adjustment payable in accordance with Section 2.2.2 (c) (the "Final Payment Adjustment"). The Final Payment Adjustment shall be determined following the procedure provided for in Section 2.3 on the basis of the audited consolidated financial statements as at the Closing Date (the “Closing Date Consolidated Financial Statements”); and (c) minus an agreed upon payment adjustment of CHF 12’500’000.-- (Swiss Francs twelve million five hundred thousand).