Possible Adjustment Clause Samples

Possible Adjustment. By the Company, if the Company Board so determines by a vote of a majority of the members of the entire Company Board, at any time during the five-day period commencing with the Determination Date, if both of the following conditions are satisfied: (i) The Average Closing Price on the Determination Date of shares of Acquiror Common Stock shall be less than the product of 0.80 and the Starting Price; and (A) The number obtained by dividing the Average Closing Price on the Determination Date by the Starting Price (such number, the "Acquiror Ratio") shall be less than (B) the number obtained by dividing the Index Price on the Determination Date by the Index Price on the Starting Date and subtracting 0.20 from the quotient in this Section 8(f)(ii)(B) (such number, the "Index Ratio"); subject, however, to the following four sentences. If the Company elects to exercise its termination right pursuant to this Section 8.01(f), it shall give prompt written notice to the Acquiror; provided that such notice of election may be withdrawn at any time within the aforementioned five-day period. During the five-day period commencing with its receipt of such notice, the Acquiror shall have the option of adjusting the Exchange Ratio to the lesser of (i) a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the product of 0.80, the Starting Price and the Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Price, and (ii) a number equal to a quotient (rounded to the nearest one-thousandth), the numerator of which is the Index Ratio multiplied by the Exchange Ratio (as then in effect) and the denominator of which is the Acquiror Ratio. If the Acquiror determines so to increase the Exchange Ratio within such five-day period, it shall give prompt written notice to the Company of its determination and the revised Exchange Ratio, whereupon no termination shall occur pursuant to this Section 8.01(f) and this Agreement shall remain in effect in accordance with its terms (except as the Exchange Ratio shall have been so modified), and any references in this Agreement to the "Exchange Ratio" shall thereafter be deemed to refer to the Exchange Ratio as adjusted pursuant to this Section 8.01(f).

Possible Adjustment. By Company by giving written notice to Buyer not later than the end of the second Business Day after the tenth Nasdaq trading day immediately following the Determination Date, in the event that both of the following conditions are satisfied:

Possible Adjustment. 3 (d) Changes to the Company; Other....................................................4 (e) Calculation of Earnout Payments..................................................4 Section 1.6 Closing........................................................................................5 Section 1.7 Payment of Consideration.......................................................................5 (a)

Possible Adjustment. Notwithstanding the provisions of Section 1.5(a)(i), the aggregate amount of any cash payments deemed to be made and the principal amount of the Assumed Liabilities described in Section 1.5(a)(i) may not exceed in the aggregate twenty percent (20%) of the Purchase Price paid at the Closing. In the event the aggregate amount of any deemed cash payments and principal amount of the Assumed Liabilities described in Section 1.5(a)(i) would exceed in the aggregate twenty percent (20%) of the Purchase Price, then the Management Shareholders shall, jointly and severally, assume or provide for the assumption by Accredited Investors of Assumed Liabilities in exchange for additional shares of Company Common Stock, in such a manner and amount prior to the Closing Date to prevent the aggregate amount of the deemed cash payments and principal amount of the Assumed Liabilities from exceeding in the aggregate twenty percent (20%) of the Purchase Price.

Possible Adjustment. By St. Paul, ▇▇ its Board of Directors so determines by a vote of a majority of the members of its entire Board, at any time during the ten-day period commencing two days after the Determination Date (or such shorter period of time from the Determination Date to the Effective Date as contemplated by Section 2.03(i)), if both of the following conditions are satisfied: (i) the Average Closing Price shall be less than the product of 0.825 and the Starting Price; and (ii) (A) the number obtained by dividing the Average Closing Price by the Starting Price (such number being referred to herein as the "COFI Ratio") shall be less than (B) the number obtained by dividing the Index Price on the Determination Date by the Index Price on the Starting Date and subtracting 0.175 from the quotient in this clause (ii)(B) (such number being referred to herein as the "Index Ratio"); subject, however, to the following three sentences. If St. Paul ▇▇▇cts to exercise its termination right pursuant to the immediately preceding sentence, it shall give prompt written notice thereof to COFI; provided, that such notice of election to terminate may be withdrawn at any time within the above stated period. During the five-day period commencing with its receipt of such notice, COFI shall have the option of adjusting the Exchange Ratio to equal the lesser of (x) a number equal to a quotient (rounded to the

Possible Adjustment. By ALBANK, if its Board of Directors so determines by a vote of a majority of the members of its entire Board, at any time during the ten-day period commencing two days after the Determination Date (or such shorter period of time from the Determination Date to the Effective Date as contemplated by Section 2.04(i)), if both of the following conditions are satisfied: (i) the Average Closing Price shall be less than the product of 0.825 and the Starting Price; and (ii) (A) the number obtained by dividing the Average Closing Price by the Starting Price (such number being referred to herein as the "COFI Ratio") shall be less than (B) the number obtained by dividing the Index Price on the Determination Date by the Index Price on the Starting Date and subtracting 0.175 from the quotient in this clause (ii)(B) (such number being referred to herein as the "Index Ratio"); For purposes of this Section 8.01(f), the following terms shall have the meanings indicated:

Possible Adjustment. By the Company, if the Company Board so determines by the vote of a majority of all of its members, by giving written notice to Parent not later than the end of the first Business Day next following the Determination Date, if the Average Closing Price shall be less than 75 percent of the Signing Date Average Closing Price. If the Company elects to exercise its termination right pursuant to the immediately preceding sentence, it shall give written notice to Parent. During the two-day period commencing with its receipt of such notice, Parent shall have the option of increasing the consideration to be received by the holders of Company Common Stock hereunder by adjusting the Per Share Stock Consideration to equal the quotient obtained by dividing $25.00 by the Average Closing Price. If Parent makes an election contemplated by the preceding sentence within such two-day period, it shall give prompt written notice to the Company of such election and the revised Per Share Stock Consideration, whereupon no termination shall have occurred pursuant to this Section 9.01(h) and this Agreement shall remain in effect in accordance with its terms (except as the Per Share Stock Consideration shall have been so modified), and any references in this Agreement to "PER SHARE STOCK CONSIDERATION" shall thereafter be deemed to refer to the Per Share Stock Consideration as adjusted pursuant to this Section 9.01(h).

Possible Adjustment. The time period in which the Company may be entitled to exercise its right to terminate this Agreement pursuant to Section 8.01(f) shall have expired without the exercise by the Company of such termination right, provided that nothing contained herein shall prevent Parent, in the event of such exercise by the Company, from exercising its rights under such Section

Possible Adjustment to the Stock Portion of the Purchase Price. Buyer has completed an audit or otherwise satisfied itself as to the EBITDA for the calendar year ended December 31, 2004 with the exception of verifying the accounts receivable listed on the December 31, 2004 balance sheet related to Medicare and Medicaid payments (the "Unverified Receivables"). If after the audit of the Unverified Receivables, it is determined that actual collectible amount of the Unverified Receivables is less than 90% of the total amount of Unverified Receivables shown on the December 31, 2004 balance sheet, then the portion of the Purchase Price paid in Wizzard Common Stock will be reduced by an amount equal to four times the difference between 90% of the amount of the Unverified Receivables shown on the December 31, 2004 balance sheet and the amount determined through the audit to be collectable. Mosher will return an▇ ▇▇▇▇ard Common Stock to the extent necessary to comply with the provisions of this paragraph. If it is necessary to return any of the Wizzard Common Stock, amount of stock to be returned will be based on the value ascribed to the Wizzard Common Stock on the Closing Date.