Common use of Post-Closing Adjustment of Merger Consideration Clause in Contracts

Post-Closing Adjustment of Merger Consideration. (a) ACTUAL BALANCE SHEET AND NET ASSET STATEMENT. Within forty-five (45) days following the Closing Date, the Surviving Corporation shall deliver to the Stockholders' Representative and the Escrow Agent an audited balance sheet of the Company and any Company Subsidiaries as of the close of business on the day immediately preceding the earlier of the Closing Date or August 1, 2000 prepared in accordance with GAAP applied in a manner consistent with the balance sheets described in Section 4.07 but without giving effect to any changes in accruals (including tax accruals with respect to the exercise or cancellation of Company Stock Options between January 1, 2000 and the Effective Time) for any items resulting from the transactions contemplated hereby (the "ACTUAL BALANCE SHEET"), and a statement (the "NET ASSET STATEMENT") that sets forth the Actual Net Asset Value, and the final calculation of the Merger Consideration. The "ACTUAL NET ASSET VALUE" shall be an amount equal to the Net Asset Value of the Company and Company Subsidiaries as reflected on the Actual Balance Sheet as determined in accordance with this Section 3.02 and shall be defined as (a) the current assets of the Company and the Company Subsidiaries, excluding (1) cash, (2) cash equivalents, (3) receivables associated with the Merr▇▇▇ ▇▇▇c▇ ▇▇▇thetic Lease, and (4) any current or deferred income or franchise tax assets, MINUS (b) the current liabilities of the Company and the Company Subsidiaries, excluding (1) the current portion of any Indebtedness, (2) accrued liabilities for construction costs associated with the Merr▇▇▇ ▇▇▇c▇ ▇▇▇thetic Lease, (3) any current or deferred income or franchise tax liabilities included in current liabilities, and (4) any accrued interest related to Indebtedness, PLUS (c) the net book value of property and equipment, PLUS (d) investments in non-subsidiaries (which shall be valued at original cost) as disclosed in SCHEDULE 3.02 (a) In addition, the Actual Net Asset Value shall not take into account any Purchaser Closing Costs. The Surviving Corporation shall give the Stockholders'

Post-Closing Adjustment of Merger Consideration. (a) ACTUAL BALANCE SHEET AND NET ASSET STATEMENT. Within forty-five The Merger Consideration shall be adjusted by: (45i) days following Adding thereto the amount by which the Closing DateDate Net Worth (as hereinafter defined) exceeds Eight Million Two Hundred Thousand Dollars ($8,200,000); or (ii) Subtracting therefrom the amount by which the Closing Date Net Worth is less than Eight Million Two Hundred Thousand Dollars ($8,200,000). (b) For purposes hereof, the Surviving Corporation "Closing Date Net Worth" shall deliver mean an amount equal to the Stockholders' Representative and difference between (A) the Escrow Agent an audited book value of all assets of the Company as reflected on the balance sheet of the Company and any Company Subsidiaries as of the close of business on the day immediately preceding the earlier of the Closing Date or August 1(the "Closing Date Balance Sheet"); and (B) the book value of all liabilities of the Company reflected on the Closing Date Balance Sheet. Except as provided herein, 2000 the Closing Date Balance Sheet shall be prepared in accordance with GAAP applied in a manner consistent with the balance sheets described in Section 4.07 but without giving effect to any changes in accruals (including tax accruals with respect to the exercise or cancellation of Company Stock Options between January 1, 2000 generally accepted accounting principles and the Effective Time) Company's past practice. Notwithstanding the foregoing, for any items resulting from purposes of determining the transactions contemplated hereby (amount of the "ACTUAL BALANCE SHEET"), and a statement (the "NET ASSET STATEMENT") that sets forth the Actual Net Asset Value, and the final calculation of adjustment to the Merger Consideration. The , the Closing Date Balance Sheet shall reflect: (v) the value of the shares of NationPage, Inc. ("ACTUAL NET ASSET VALUE" shall be NationPage") common stock owned by the Company on the Closing Date Balance Sheet as $360,000; (w) a benefit on the Closing Date Balance Sheet attributable to the net income of the Company for the quarter ending March 31, 1998 of not more than $170,000; (x) the sale of shares of Company Common Stock to employees of the Company after the date of this Agreement and prior to the Closing Date, including any deferred tax asset, reduction in taxes payable or tax refund receivable (a "Tax Benefit") as a result of any such sales occurring at a price per share less than the Per Share Consideration; (y) an amount accrual of 75% of any Tax Benefit that would have been recorded if restricted shares of Company Common Stock previously granted or issued to employees of the Company become vested and had a fair market value equal to the Net Asset Value Per Share Consideration as of the day before the Closing Date; and (z) the fair market value of any investments of the Company and Company Subsidiaries as reflected on the Actual Balance Sheet as determined in accordance with this Section 3.02 and shall be defined as (a) the current assets of the Company and the Company Subsidiaries, excluding (1) cash, (2) cash equivalents, (3) receivables associated with the Merr▇▇▇ ▇▇▇c▇ ▇▇▇thetic Lease, and (4) any current or deferred income or franchise tax assets, MINUS (b) the current liabilities of the Company and the Company Subsidiaries, excluding (1) the current portion of any Indebtedness, (2) accrued liabilities for construction costs associated with the Merr▇▇▇ ▇▇▇c▇ ▇▇▇thetic Lease, (3) any current or deferred income or franchise tax liabilities included in current liabilities, and (4) any accrued interest related to Indebtedness, PLUS (c) the net book value of property and equipment, PLUS (d) investments in non-subsidiaries (which shall be valued at original cost) as disclosed in SCHEDULE 3.02 (a) In addition, the Actual Net Asset Value shall not take into account any Purchaser Closing Costs. The Surviving Corporation shall give the Stockholders'Date.