CALCULATION OF MERGER CONSIDERATION. (a) As soon as practicable following the determination of the IPO Price and prior to the Effective Time, all calculations relating to the Merger Consideration shall be performed in good faith by, or under the direction of, the REIT, and shall be final and binding upon the holders of SPE LLC Interests.
CALCULATION OF MERGER CONSIDERATION. As soon as practicable following the determination of the IPO Price and prior to the Effective Time, all calculations relating to the Merger Consideration shall be performed in good faith by, or under the direction of, Provident and, absent manifest error, shall be final and binding upon the holders of RESI Equity Interests.
CALCULATION OF MERGER CONSIDERATION. As soon as practicable following the determination of the Offering Price and prior to the filing of the Certificate of Merger, all calculations relating to the Merger Consideration shall be performed in good faith by, or under the direction of, the Operating Partnership, and the parties hereby agree that, absent manifest error, such calculations shall be final and binding upon the holders of Management Company Interests.
CALCULATION OF MERGER CONSIDERATION. (a) No later than five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a certificate of an officer of the Company, setting forth its good faith estimate as of the opening of business on the Closing Date of (i) the Net Working Capital (the “Estimated Net Working Capital”), (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness”), and (iii) the Transaction Expenses (the “Estimated Transaction Expenses”).
(b) The initial merger consideration shall be $1,400,000,000.00 (i) (A) increased, if the Estimated Net Working Capital exceeds the Target Net Working Capital, by an amount equal to the amount of such excess or (B) decreased, if the Target Net Working Capital exceeds the Estimated Net Working Capital, by an amount equal to such excess (such increase or decrease, as the case may be, being the “Estimated Closing Working Capital Adjustment”), (ii) decreased by (y) the Estimated Closing Net Indebtedness and (z) the Estimated Transaction Expenses, and (iii) increased by the amount of any Recapitalization Financing Expenses that were incurred up to $18,750,000 (such amount, the “Estimated Merger Consideration).
(c) Within forty-five (45) days following the Closing Date, Parent and the Company shall deliver or cause to be delivered to the Company the following (collectively, the “Preliminary Closing Statement”):
(i) an unaudited consolidated balance sheet of the Acquired Companies immediately prior to the Closing (the “Preliminary Closing Balance Sheet”), prepared by Parent in accordance with GAAP applied on a consistent basis;
(ii) a certificate of an officer of Parent, or one of its Subsidiaries, certifying that the Preliminary Closing Balance Sheet has been prepared in accordance with GAAP, applied on a consistent basis; and
(iii) a reasonably detailed calculation by Parent of (x) the Net Working Capital as of the opening of business on the Closing Date based on the Preliminary Closing Balance Sheet (the “Preliminary Net Working Capital”), and (y) the Net Indebtedness as of the Closing Date immediately prior to the Closing (the “Preliminary Closing Net Indebtedness”), and (z) the Transaction Expenses (the “Preliminary Transaction Expenses).
(iv) The Stockholder Representatives shall have fifteen (15) Business Days following receipt of the Preliminary Closing Statement to review the Preliminary Closing Balance Sheet and the calculation of Preliminary Net Working Capital, the Preliminary Closing Net ...
CALCULATION OF MERGER CONSIDERATION. Prior to the Effective Time, the Company shall provide to Parent for review and approval (a) an update to Section 2.3 reflecting the capitalization of the Company as of immediately prior to the Effective Time, (b) a detailed list setting forth the name of each holder of Company Common Stock, Company Preferred Stock, Company Options, Company Warrants and Bridge Warrants, as well as the number of shares of Company Common Stock or Company Preferred Stock held by such holder or subject to such holder’s Company Options, Company Warrants and Bridge Warrants as of immediately prior to the Effective Time, (c) the amount of Merger Consideration to which each such holder of Company Common Stock or Company Preferred Stock is entitled to pursuant to Section 1.5(a) of this Agreement, (d) the number of Merger Shares for which each such holder’s Company Options, Company Warrants and Bridge Warrants are exercisable and the exercise price for such Company Options, Company Warrants and Bridge Warrants as of the Effective Time determined in accordance with Section 1.6 of this Agreement and (e) the number of Escrow Shares that will be delivered to the Escrow Agent on behalf of each such holder pursuant to Sections 1.8(a) and (e) and Section 1.10 of this Agreement.
CALCULATION OF MERGER CONSIDERATION. As used herein,
CALCULATION OF MERGER CONSIDERATION. (a) For all purposes of this Agreement, the term “Merger Consideration” shall mean: (i) Six Hundred and Seventy Five Million Dollars ($675,000,000), plus (ii) the aggregate exercise price of all Company Options and Company Warrants, plus (iii) the amount of Closing Cash, plus (iv) the amount (if any) by which (A) the Closing Net Working Capital exceeds (B) (1) the Net Working Capital Target plus (2) $1,000,000, minus (v) the amount of Closing Indebtedness, minus (vi) the amount (if any) by which (A) (1) the Net Working Capital Target minus (2) $1,000,000 exceeds (B) the Closing Net Working Capital, minus (vii) the amount of Unpaid Transaction Expenses, plus (viii) without duplication for any amounts included in the amount of Closing Cash or Closing Net Working Capital, the aggregate amount of the June 2015 Executive Loans (as defined in the Disclosure Schedule) and the August 2014 Executive Loans (as defined in the Disclosure Schedule) that are not repaid prior to or at the Closing (the “Aggregate Exercise Loans Amount”). For the avoidance of doubt and in clarification, not modification, of the foregoing, (i) if the Closing Net Working Capital does not exceed the Net Working Capital Target by more than $1,000,000, then no adjustment shall be made pursuant to clause (iv) of the preceding sentence, (ii) if the Net Working Capital Target does not exceed Closing Net Working Capital by more than $1,000,000, then no adjustment shall be made pursuant to clause (vi) of the preceding Sentence, and (iii) if the Closing Net Working Capital exceeds the Net Working Capital Target by more than $1,000,000, or the Net Working Capital Target exceeds the Closing Net Working Capital by more than $1,000,000, as the case may be, then only an adjustment of the excess amount shall be made pursuant to clause (iv) or clause (vi) of this Section 1.9.
CALCULATION OF MERGER CONSIDERATION. Prior to the Effective Time, the Company shall provide to Parent for review and approval (a) an update to Section 2.3 reflecting the capitalization of the Company as of immediately prior to the Effective Time, (b) a detailed list setting forth the name, address and Social Security Number or Taxpayer ID Number of each holder of Company Common Stock, Company Preferred Stock, Company Options and Company Warrants, as well as the number of shares of Company Common Stock or Company Preferred Stock held by such holder or subject to such holder’s Company Options or Company Warrants as of immediately prior to the Effective Time, (c) the amount of Merger Consideration to which each such holder of Company Common Stock or Company Preferred Stock is entitled to pursuant to Section 1.5(c) of this Agreement and (d) the number of shares of Parent Common Stock for which each such holder’s Company Options and Company Warrants are exercisable and the exercise price for such Company Options and Company Warrants as of the Effective Time determined in accordance with Section 1.6 and Section 1.7 of this Agreement, respectively.
CALCULATION OF MERGER CONSIDERATION. Upon the terms and subject to the conditions set forth in this Agreement, Buyer shall pay, or cause to be paid, with respect to the Common Stock and Options, an aggregate amount in cash (the “Merger Consideration”) equal to:
(i) $800,000,000.00 (the “Base Purchase Price”);
(ii) plus the Net Working Capital Adjustment;
(iii) plus the Closing Cash;
(iv) minus the Closing Indebtedness;
(v) minus the Closing Company Transaction Expenses; and
(vi) minus the Administrative Expense Amount. After the Effective Time, the Merger Consideration shall be subject to the Merger Consideration Adjustment pursuant to Section 2.8.
CALCULATION OF MERGER CONSIDERATION. As soon as practicable following the determination of the IPO Price and prior to the Effective Time, all calculations relating to the Merger Consideration shall be performed in good faith by, or under the direction of, New REIT, and, absent manifest error, shall be final and binding upon the Participants.
