Common use of Post-Closing Purchase Price Adjustments Clause in Contracts

Post-Closing Purchase Price Adjustments. The Purchaser covenants that if, at any time or from time to time on or prior to December 31, 2002, ▇▇▇▇▇▇'▇ Entertainment, Inc., the Purchaser or any of their respective Subsidiaries or Affiliates (collectively, the "HET Parties") purchases or otherwise acquires, directly or indirectly, any share or shares of common stock of Holding at a price per share (the "Per Share Purchase Price") greater than U.S. $10.54 per share (the "Per Share Base Price"), the Purchaser shall pay on January 3, 2003 (provided, that if, either individually or in combination, one or more of the HET Parties purchases or otherwise acquires, directly or indirectly, at least 95% of the common stock of Holding, prior to December 31, 2002 the Purchaser shall pay to the Seller on the earlier to occur of January 3, 2003 and the fifth Business Day after the date of such acquisition) in immediately available funds to the Seller an amount equal to the product of (i) the highest Per Share Purchase Price so paid by Purchaser or any of its Subsidiaries for any shares of common stock of Holding less the Per Share Base Price and (ii) 1,734,068. If there occur any stock splits, stock combinations or similar events with respect to the common stock of Holding after the Closing Date and on or prior to December 31, 2002, then equitable adjustments shall be made to the provisions of the preceding sentence to preserve the benefits thereof to the Seller, in each case with the economic effect to be the same as if the respective stock split, stock combination or other similar event had not occurred.