Calculation of Final Merger Consideration Sample Clauses

Calculation of Final Merger Consideration. Within sixty (60) days after the Closing Date, Seller shall prepare and deliver to Buyer a combined balance sheet of the Company and its Subsidiaries as of the opening of business on the Closing Date; provided such balance sheet shall be prepared pro forma for the completion of (i) the transactions contemplated by Sections 5.9 and 5.21, (ii) any Closing Date Distribution and (iii) the Contribution Transaction (the “Closing Balance Sheet”) together with a written statement of the Closing Date Indebtedness, the Regulatory Obligation Amount, the Non-Regulated Construction Work in Process Amount and the Closing Date Net Working Capital Amount (such statement, the “Closing Date Statement”). Within thirty (30) days after receipt of the Closing Date Statement, Buyer shall, in a written notice to Seller, describe in reasonable detail any proposed adjustments to the items set forth on the Closing Date Statement and the reasons therefor (it being agreed that the only permitted reasons for such adjustments shall be mathematical error or the failure to compute items set forth therein in accordance with this Article II). Buyer shall have the right to discuss the Closing Date Statement with Seller’s accountants, it being understood that in connection with such discussion, Buyer will not have access to the workpapers of such accountants. If Seller shall not have received a notice of proposed adjustments aggregating One Hundred Thousand Dollars ($100,000) or more within such thirty (30) day period, Buyer will be deemed to have accepted irrevocably such Closing Date Statement.

Calculation of Final Merger Consideration. The parties understand and agree that the Final Per Share Merger Consideration has been calculated based upon the accuracy of the representations and warranties set forth in Section 3.2(a) and (b) and that, in the event the number of outstanding Galaxy Shares or the number of outstanding Options or other stock equivalents is greater or less than the amounts specifically set forth in Section 3.2(a) (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 3.2(a) and (b) or any inaccuracy in Section 3.2 of the Galaxy Disclosure Schedule, (ii) the issuance or expiration after the date of this Agreement, but prior to the First Effective Time, of options, warrants or other rights to purchase Galaxy capital stock, or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of Galaxy, recapitalization, reclassification or other like change occurring after the date of this Agreement but prior to the First Effective Time), the Final Per Share Merger Consideration shall be appropriately adjusted. Notwithstanding anything to the contrary in this Agreement, in no event shall the sum of the payments due and payable pursuant to this Article II exceed an amount equal to the Final Merger Consideration plus any amounts payable in connection with Dissenting Shares pursuant to Section 2.1(c). In no event will Parent or Merger Sub have any obligation or liability to any Person (other than in respect of any Dissenting Shares) in the event the sum of the payments due and payable pursuant to this Article II exceed the Final Merger Consideration. In calculating the Final Per Share Merger Consideration payable under this Agreement, Parent shall be entitled to rely conclusively on the representations and warranties contained in Section 3.2(a) and (b) regarding the capital structure of Galaxy and on the representations and warranties of each Galaxy Stockholder in their respective Letters of Transmittal and Optionholder Release Agreements, as the case may be.