Calculation of Estimated Purchase Price. At least two Business Days prior to the Closing, the Company will prepare and deliver to Buyer (a) an estimated unaudited balance sheet of the Company and its Subsidiaries as of the Adjustment Time (the “Estimated Closing Balance Sheet”), (b) a statement (the “Estimated Closing Statement”) setting forth a good faith calculation of (i) the estimated Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (ii) the estimated Closing Cash (the “Estimated Closing Cash”), (iii) the estimated Closing Indebtedness (the “Estimated Closing Indebtedness”), (iv) the estimated Transaction Expenses (the “Estimated Transaction Expenses”), and (v) the Company’s calculation of the Estimated Purchase Price derived from the foregoing and (c) the Closing Payment that NewCo Seller is entitled to receive and payment instructions for receipt of the Closing Payment and any other amounts required to be paid to NewCo Seller pursuant to the terms of this Agreement (the “Seller Payment Instructions”). The Estimated Closing Balance Sheet and the Estimated Closing Statement will be prepared, and the Estimated Closing Net Working Capital, the Estimated Closing Cash, the Estimated Closing Indebtedness and the Estimated Transaction Expenses will be determined, in each case, in good faith and on a consolidated basis in accordance with the definitions set forth in this Agreement and in the case of the calculation of Net Working Capital, as set forth on the sample calculation set forth on Exhibit B (the “Sample Statement”), and, to the extent not inconsistent with the definitions set forth in this Agreement and the Sample Statement, GAAP applied on a basis consistent with the preparation of the Latest Balance Sheet.
Calculation of Estimated Purchase Price. Not less than 10 Business Days prior to the Closing Date, the Seller shall deliver to Buyer its good faith calculation of the Base Purchase Price, with estimated adjustments pursuant to Section 2.02(b) and Section 2.02(c) (the “Preliminary Purchase Price”) and shall deliver to Buyer a schedule showing its calculation of the Preliminary Purchase Price (including the estimated adjustments to the Base Purchase Price pursuant to Section 2.02(b) and Section 2.02(c)). During the five (5) Business Day period after delivery of Seller’s calculation of the Preliminary Purchase Price, Seller shall provide Buyer and its Representatives with such information and access to such personnel of the Seller Entities, the Guarantor and the Companies as Buyer may reasonably request in order to calculate the Preliminary Purchase Price. If in good faith Buyer disagrees with Seller’s calculation of the Preliminary Purchase Price, it shall deliver to Seller a written notice of disagreement (a “Notice of Disagreement”) and its good faith calculation, based on the information available to it, of the Preliminary Purchase Price. If Buyer delivers a Notice of Disagreement on or prior to the fifth Business Day after delivery of Seller’s calculation of the Preliminary Purchase Price, the Parties shall negotiate in good faith during the three (3) Business Day period following delivery of the Notice of Disagreement as to the calculation of the Preliminary Purchase Price. If the Parties agree in writing to such calculation during such three Business Day period, the “Estimated Purchase Price” for purposes of this Agreement shall be the Preliminary Purchase Price as agreed to by the Parties. If the Parties do not agree in writing to such calculation prior to the expiration of such three Business Day period, the Closing shall nonetheless occur and the “Estimated Purchase Price” for purposes of this Agreement shall be the average of Seller’s calculation of the Preliminary Purchase Price and Buyer’s calculation of the Preliminary Purchase Price. In the event that Buyer does not deliver a Notice of Disagreement prior to the expiration of the five Business Day period referred to above, the “Estimated Purchase Price” for purposes of this Agreement shall be Seller’s calculation of the Preliminary Purchase Price. If the Estimated Purchase Price is the average of Seller’s calculation of the Preliminary Purchase Price and Buyer’s calculation of the Preliminary Purchase Price, at the Closing, Buyer shall...
Calculation of Estimated Purchase Price. The Initial Purchase Price shall be adjusted as of the Closing Date as follows:
(a) If the Estimated Cash Flow is equal to or greater than the Targeted Cash Flow, the Initial Purchase Price shall be adjusted on a dollar-for-dollar basis, plus or minus, as the case may be, by (i) the amount by which the Estimated Working Capital differs from the Targeted Working Capital, and (ii) the Estimated Net Cash Intercompany Transfer Amount,
(b) If the Estimated Cash Flow is less than the Targeted Cash Flow, the Initial Purchase Price shall be (i) reduced, on a dollar-for-dollar basis, by an amount equal to (A) the excess of the Targeted Cash Flow over the Estimated Cash Flow, multiplied by (B) the Cash Flow Multiple, and (ii) adjusted plus or minus, as the case may be, by (x) the amount by which the Estimated Working Capital differs from the Targeted Working Capital, and (y) the Estimated Net Cash Intercompany Transfer Amount, provided, however, no adjustment of the Initial Purchase Price shall be made pursuant to the foregoing clauses (a) and (b) unless the aggregate amount of the adjustments required pursuant to either such clause is greater than or equal to $500,000 in which case the entire amount of such adjustment shall be made.
Calculation of Estimated Purchase Price. (i) At least five (5) Business Days prior to the Closing, Parent Seller shall prepare and deliver to Purchaser the Estimated Closing ANWC Statement together with an estimated consolidated balance sheet of the Consolidated Acquired Companies, taken as a whole (from which such calculations were derived) as of the Closing Date (the “Estimated Closing Balance Sheet”). The Estimated Closing ANWC Statement and the Estimated Closing Balance Sheet shall be prepared in good faith in accordance with GAAP and in accordance with and in the same manner as and on a consistent basis (including the basis of calculation of individual line items) with the Company Accounting Procedures.
(ii) The Estimated Purchase Price payable by Purchaser pursuant to Section 2.02(b)(ii) shall be calculated by adjusting the Purchase Price as follows: if the Estimated Adjusted Net Working Capital is (A) greater than the Targeted Net Working Capital, the Purchase Price shall be increased, on a dollar-for-dollar basis, by the amount of the excess of the Estimated Adjusted Net Working Capital over the Targeted Net Working Capital, or (B) less than the Targeted Net Working Capital, the Purchase Price shall be reduced, on a dollar-for-dollar basis, by the amount of the excess of the Targeted Net Working Capital over the Estimated Adjusted Net Working Capital.
Calculation of Estimated Purchase Price. Two (2) days prior to Closing, an estimate of the Purchase Price shall be calculated as follows (the “Estimated Purchase Price”):
(i) [$110,000,000/the lesser of (1) the average VWAP for a share of SGSI common stock for the ten (10) consecutive trading days prior to the date of the execution of the definitive agreement and (2) $0.25], and
(ii) plus the Estimated Buyer Closing Debt paid by the Company and cancelled by using cash provided by the Company.
Calculation of Estimated Purchase Price. Simultaneously with the delivery of the Estimated Balance Sheet to the Purchaser, the Seller shall cause the Company’s chief financial officer to prepare, deliver and certify to the Purchaser, and the Purchaser shall have the right to reasonably consent or object to, a statement setting forth the calculation of the Initial Purchase Price using the Estimated Total Equity shown on the Estimated Balance Sheet.
Calculation of Estimated Purchase Price for Closing 2
Calculation of Estimated Purchase Price. (1) The Vendor has delivered to the Purchaser a written draft of the Closing Date Statements, which includes the Vendor’s good faith estimate of the Final Working Capital in the amount of $19,658,000 (the “Estimated Working Capital”) as at the Calculation Time and calculated in a manner consistent with Annual Financial Statements.
(2) The Base Purchase Price plus the amount by which the Estimated Working Capital exceeds the Target Working Capital or less the amount by which the Target Working Capital exceeds the Estimated Working Capital, as the case may be, shall be the Closing Date Payment Amount, which the Parties have determined to be $57,658,000.
Calculation of Estimated Purchase Price. No later than three Business Days prior to the Closing Date, Sellers shall deliver to Buyers a written schedule (the “Closing Statement”) setting forth:
(i) its good faith estimate of the Estimated Purchase Price (including an updated determination of the U.S. Tax Consideration and the Non-U.S. Tax Consideration as contemplated in Section 5.6(f)) and the components thereof, together with reasonable supporting detail, each calculated based on the Acquired Companies’ books and records and other information then available;
(ii) a schedule (the “Debt Payment Schedule”) setting forth the portion of Closing Debt owed to each Person listed on such Debt Payment Schedule to be paid as of the Closing, together with wire transfer instructions for each such Person; and
(iii) a schedule (the “Transaction Expenses Schedule”) setting forth the amount necessary to fully discharge the Transaction Expenses that are unpaid as of the Closing, together with wire transfer instructions for each such Person.
Calculation of Estimated Purchase Price. (a) At least two (2) days prior to the Closing, Seller Representative and Buyer shall jointly prepare and attach hereto as Exhibit 2.3(a) a good faith projection of the unaudited statement of Closing Net Working Capital (the “Projected Net Working Capital”).
(b) The Estimated Purchase Price shall mean and be calculated as of the Closing Date by (x) increasing or (y) decreasing the Initial Purchase Price (in each case, only for the purpose of determining the Estimated Purchase Price) dollar for dollar by the amount (if any) by which the Projected Net Working Capital (x) is greater than the Base Amount, or (y) less than the Base Amount, respectively. 14
