Adjustment of Price. Anything in this Section # to the contrary notwithstanding, if the Company shall issue, at any time, Common Stock or convertible securities by way of dividend, forward stock split or other distribution on any stock of the Company or subdivide or combine the outstanding shares of Stock, the Exercise Price shall be proportionately decreased in the case of such issuance, forward stock split, or distribution (on the day following the date fixed for determining shareholders entitled to receive such additional shares) or proportionately increased in the case of such combination (on the date that such combination shall become effective), provided, however, should the Company cancel or fail to make such dividend or other distribution or other issuance, the Exercise Price shall be forthwith adjusted to the price which would have prevailed prior to the Company setting such record date.

Purchase Price Adjustment. Seller and Buyer have agreed to increase the Purchase Price to $5,350,000, subject to the adjustments set forth in the Agreement..

Purchase Price Adjustment. If on the Closing Date the value of the Inventory, as determined by Buyer based on a physical inventory count conducted by Buyer and observed by Seller at least one Business Day prior to the Closing Date, is greater than $165,000, the Purchase Price shall be adjusted upwards on a dollar-for-dollar basis by the amount by which the Inventory value on the Closing Date exceeds $165,000. If such Inventory value is less than $135,000 (so that the condition to closing in [Section 2.4.3(i)] is not met), the Parties agree that Buyer may waive such condition and in such case the Purchase Price shall be adjusted downwards on a dollar-for-dollar basis by the amount by which the Inventory value on the Closing Date is less than $135,000.

Steel Price Adjustment. The Contract Price represents an average steel cost per pound of ​ for structural steel plate, bulb flats, and structural stiffeners (“Structural Steel”). The foregoing cost is to include all costs related to Structural Steel, including but not limited to the costs of plates, profiles and transportation to the Shipyard. The Contract Price shall be decreased if the average cost per pound of Structural Steel is less than that price, or shall be increased if the average cost per pound for Structural Steel exceeds that price, in either case based on the actual cost paid by Builder for Structural Steel at time of delivery of such Structural Steel to Builder. After all steel is received at the Shipyard, Builder shall prepare, and Builder and Owner shall execute, a Change Order reflecting such decrease or increase in the Per Vessel Contract Price for the Vessel affected.

Not later than 120 days after the Closing Date, Purchaser shall deliver to the Representative a statement (the “Closing Statement”) setting forth the Working Capital as of the Closing, the Company Debt as of the Closing, the Severance Obligations as of the Closing, and the Purchase Price as adjusted by the foregoing in accordance with Section 1.2, together with a consolidated balance sheet of the Company as of the Closing and all relevant backup materials, in detail reasonably acceptable to Representative. The Pre-Closing Statement and such consolidated balance sheet shall be prepared in accordance with IFRS and Spanish GAAP. From the delivery of the Closing Statement until such time as the Closing Statement and final Purchase Price, as adjusted, shall have been finally determined pursuant to this Section 1.3, the Representative and his accountants (at the expense of the Stockholders) shall, upon reasonable notice and during normal business hours, be permitted to discuss with Purchaser and its accountants the Closing Statement and shall be provided complete and accurate copies of, and have reasonable access (including electronic access, to the extent reasonably available) upon reasonable notice at reasonable times during normal business hours to the work papers and supporting records of Purchaser and its accountants so as to allow the Representative and his accountants to verify the accuracy of the Closing Statement.

Purchase Price Adjustment.The Purchase Price is based on the build-out of the Improvements yielding 68,250 NRSF of storage space (not including the manager’s on-site office and residence), plus or minus one percent (1%). Thus, the Purchase Price will not change if the actual yield varies from the anticipated yield by less than one percent (1%). Seller’s permit application, however, seeks authorization to build up to an additional 3,128 NRSF of storage space outside the perimeter of building shell located upon the Property, the location and unit mix of such additional storage space to be subject to Purchaser’s prior written approval, not to be unreasonably withheld. In the event that some or all of the additional storage space is permitted and built-out, or the interior build-out yields more than 68,933 NRSF (68,250 NRSF plus 1%), then the Purchase Price shall be increased by One Hundred Ninety Four Dollars ($194) per NRSF of additional storage space (above 68,250 NRSF) constructed by Seller. In the event that the build-out of the Improvements yields less than 67,567 NRSF (68,250 NRSF less 1%), then the Purchase Price shall be decreased by One Hundred Ninety Four Dollars ($194) per NRSF of storage space actually constructed by Seller below the anticipated yield of 68,250 NRSF. The actual NRSF of the storage space portion of the Improvements, once completed, shall be certified to Seller and Purchaser in writing by the “Architect” (as defined below).

Provided that Aguettant can provide written documentation that the average variable cost per Unit charged to Aguettant by its suppliers, including raw materials and components costs, (the “Unit Cost”) exceeds the applicable Supply Price in any Calendar Quarter, the Supply Price shall be adjusted to be the Unit Cost (the “Adjusted Supply Price”) effective as of the acceptance by Aguettant of the next order of AcelRx delivered to Aguettant after the date that such written documentation is delivered to AcelRx. Notwithstanding the foregoing, ​. The Parties shall have ​ upon such notice by Aguettant (the “Cure Period”) to work together diligently and in good faith to cure the situation in such a way as to make continuing performance under the Agreement economically feasible for both Parties. During the Cure Period, the Adjusted Supply Price shall be ​.

Adjustment of Purchase Price. Upon determination of the Final Adjustment Statement pursuant to [Section 2.3.4], a dollar-one adjustment to the Purchase Price shall be made and paid by the applicable Party to the other Party pursuant to the terms hereof with regard to the Closing Working Capital only if the Closing Working Capital exceeds the Working Capital Top Collar or the Closing Working Capital is less than the Working Capital Lower Collar, as applicable.

ADJUSTMENT OF EXERCISE PRICE. In the event of changes in the outstanding Common Stock of the Company by reason of stock dividends, split-ups, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations, or the like, the number and class of shares available under the Warrant in the aggregate and the Exercise Price shall be correspondingly adjusted to give the Holder of the Warrant, on exercise for the same aggregate Exercise Price, the total number, class, and kind of shares as the Holder would have owned had the Warrant been exercised prior to the event and had the Holder continued to hold such shares until after the event requiring adjustment. The form of this Warrant need not be changed because of any adjustment in the number, class, and kind of shares subject to this Warrant. The Company shall promptly provide a certificate from an executive officer of the Company notifying the Holder in writing of any adjustment in the Exercise Price and/or the total number, class, and kind of shares issuable upon exercise of this Warrant, which certificate shall specify the Exercise Price and number, class and kind of shares under this Warrant after giving effect to such adjustment.

ADJUSTMENT OF EXERCISE PRICE. In the event of changes in the outstanding Common Stock of the Company by reason of stock dividends, split-ups, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations, or the like, the number and class of shares available under the Warrant in the aggregate and the Exercise Price shall be correspondingly adjusted to give the Holder of the Warrant, on exercise for the same aggregate Exercise Price, the total number, class, and kind of shares as the Holder would have owned had the Warrant been exercised prior to the event and had the Holder continued to hold such shares until after the event requiring adjustment. The form of this Warrant need not be changed because of any adjustment in the number, class, and kind of shares subject to this Warrant. The Company shall promptly provide a certificate from an executive officer of the Company notifying the Holder in writing of any adjustment in the Exercise Price and/or the total number, class, and kind of shares issuable upon exercise of this Warrant, which certificate shall specify the Exercise Price and number, class and kind of shares under this Warrant after giving effect to such adjustment.