Prior to the Closing, Seller and Purchaser shall have agreed on an estimate of the Net Working Capital as of the Effective Time on the Closing Date (the “Preliminary Net Working Capital”), which Preliminary Net Working Capital is set forth as [Schedule 2.2(a)] hereto and reflects each of the components to be included in the Net Working Capital calculation as agreed to by the Parties. The Parties hereby acknowledge and agree that the Closing Consideration has been decreased by an amount equal to the Preliminary Net Working Capital.

Notice of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of the Warrant, or in the Exercise Price, the Company shall promptly notify the Holder of such event and of the number of Conversion Shares or other securities or property thereafter purchasable upon exercise of this Warrant.

Shares. The definition of Shares in the Agreement is hereby amended by changing the reference of “the Corporation” in such definition to “Holding.”

The Company has all requisite corporate right, power and authority to issue, sell, and deliver the Shares as contemplated by this Agreement; and upon such issuance, sale and delivery, and payment of the Purchase Price therefor as contemplated by this Agreement, the Purchaser will receive good and valid title to the Shares, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind and such Shares will be fully paid and non-assessable, except as may be otherwise provided by Section 630 of the New York Business Corporation Law.

Shares. Prior to the beginning of each calendar year, a Monthly Deferral Participant may elect to have all or a percentage of the Deferred Amount for the following calendar year credited in Shares and allocated to the Participant's Share Account pursuant to [subsection 7.2] hereof.

Shares. Subject to adjustment as provided in Section 4.2, the number of Shares which may be issued under this Plan shall not exceed Three Million Five Hundred Thousand (3,500,000) Shares. Shares issued and sold under the Plan may be either authorized but unissued Shares or Shares held in the Company’s treasury. To the extent that any Award involving the issuance of Shares is forfeited, cancelled, returned to the Company for failure to satisfy vesting requirements or other conditions of the Award, or is otherwise terminated without an issuance of Shares being made thereunder, the Shares covered thereby will no longer be counted against the foregoing maximum Share limitations and may again be made subject to Awards under the Plan pursuant to such limitations. Any Awards or portions of Awards that are settled in cash and not in Shares shall not be counted against the foregoing maximum Share limitations. The number of Shares subject to Awards granted under the Plan to any single Participant shall not exceed, in the aggregate, 500,000 Shares per year (subject to adjustment as provided in Section 4.2). The number of Shares subject to Stock Options and Stock Appreciation Rights granted under the Plan to any single Participant shall not exceed, in the aggregate, 500,000 Shares per fiscal year (subject to adjustment as provided in Section 4.2). These per-Participant limits shall be construed and applied consistently with Code Section 162(m) and the regulations thereunder.

The Ownership Shares determined with respect to an Ownership Share Adjustment Date (other than the June 1, 2020 Ownership Share Adjustment Date) pursuant to this Paragraph 1.2 shall, subject to the resolution of any dispute related thereto, be effective as of January 1, 2017, in the case of the Initial Ownership Share Adjustment Date, and as of such Ownership Share Adjustment Date, in the case of all other Ownership Share Adjustment Dates, for all purposes under this Agreement until the Ownership Shares are further modified and adjusted on the next Ownership Share Adjustment Date. The Ownership Shares determined on the June 1, 2020 Ownership Share Adjustment Date pursuant to Paragraph 1.2 shall, subject to the resolution of any dispute related thereto, be effective as of that Ownership Share Adjustment Date for all purposes under this Agreement until further modified and adjusted by a written agreement executed by each of the Companies. All taxes (other than income taxes), costs, fees or other expenditures payable to any governmental authority or other third-party (excluding fees and expenses of attorneys, accountants and other professional service providers of the Companies) as a result of any modification and adjustment of Ownership Shares with respect to any Ownership Share Adjustment Date pursuant to this Paragraph 1.2 (including any transfer of Ownership Shares from any Company to another Company deemed to occur on an Ownership Share Adjustment Date as a result of such modification and adjustment) will be shared and funded by the Companies in proportion to their respective Ownership Shares, as modified and adjusted pursuant to this Paragraph 1.2, that were effective immediately prior to such Ownership Share Adjustment Date.

Number of Shares Issuable on Exercise of Warrants. Upon each adjustment of the Exercise Price pursuant to this Section, the Holder shall thereafter (until another such adjustment) be entitled to purchase, at the adjusted Exercise Price, the number of Shares, calculated to the nearest full Share, equal to the quotient of # the product of # the number of Shares issuable under this Warrant (as then adjusted pursuant hereto prior to the current adjustment), multiplied by # the Exercise Price in effect prior to such adjustment, divided by # the adjusted Exercise Price.

Overall Number of Shares Available for Delivery. Subject to adjustment in a manner consistent with any adjustment made pursuant to Section 9, the total number of shares of Stock reserved and available for delivery in connection with Awards under this Plan, since the Effective Date, shall not exceed 9,458,031 shares. No shares of Stock may be issued in respect of ISOs under this Plan unless the Company’s shareholders approve the issuance of ISOs under the Plan.

Adjustments Upon Certain Events. Subject to the terms of the Plan, in the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares or other similar events (collectively, an "Adjustment Event"), the Committee shall, in its sole discretion, make an appropriate and equitable adjustment in the number of PSUs subject to this Agreement to reflect such Adjustment Event. Any such adjustment made by the Committee shall be final and binding upon the Participant, the Company and all other interested persons.