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) The aggregate amount of consideration to be paid by Parent with respect to the Company LLC Interests (the “Merger Consideration”) shall be (w) an amount of restricted common limited partnership units of Parent (the “OP Units”) with an aggregate value equal to the Accredited OP Unit Amount; (x) an amount of restricted General Partner Common Stock and cash with an aggregate value equal to the Non-Accredited Share Amount; (y) an amount of General Partner Common Stock with an aggregate value of $125,000,000 (the “General Partner Common Stock Amount”); provided that Parent may, in its sole discretion by providing Wexford Equities with written notice not less than two Business Days prior to Closing, elect to pay cash in lieu of General Partner Common Stock, which election shall increase the Base Purchase Price by $125,000,000 automatically; and (z) an amount of cash equal to:
(i) the Base Purchase Price;
(ii) minus the Debt Payoff Amount;
(iii) minus the Closing Costs (to the extent not satisfied prior to the Closing);
(iv) minus the Assumed Debt Amount;
(v) plus the amount, if any, by which the Final Closing Adjustment exceeds $0 or minus the amount, if any, by which the Final Closing Adjustment is less than $0;
(vi) plus the Construction and Development Costs.
(b) Not less than five Business Days prior to the Closing Date, the Company shall deliver to Parent the following, in each case, based upon the books and records of the Company and the Related Entities and prepared in accordance with GAAP as consistently applied by the Company in the Financial Statements, with all appropriate supporting documentation and records reasonably requested by Parent:
(i) a statement of the estimated Closing Adjustment as of the Closing Date (the “Estimated Closing Adjustment”) in substantially the form attached hereto as Schedule I;
(ii) a statement of the estimated Construction and Development Costs (the “Estimated Construction and Development Costs”);
(iii) a statement of the estimated Debt Payoff Amount (the “Estimated Debt Payoff Amount”);
(iv) a statement of the estimated Assumed Debt Amount (the “Estimated Assumed Debt Amount”); and
(v) a statement of the estimated Closing Costs (the “Estimated Closing Costs”).
(c) No additional consideration shall be payable with respect to the Related Entity LLC Interests, the Agent Common Stock, or otherwise in connection with the Related Entity Transfers.
CALCULATION OF MERGER CONSIDERATION. (a) Not fewer than five Business Days prior to the Closing, the president or chief financial officer of the Company shall deliver to Parent a certificate setting forth the Company's good faith estimates of the amounts of Closing Working Capital, Closing Cash, Closing Indebtedness, the Series C Preferred Redemption Amount, Company Transaction Expenses and the adjustment to be made pursuant to Section 2.3(b), together with an estimated consolidated balance sheet of the Company and the Company Subsidiaries as of the Adjustment Time, and a calculation of the Merger Consideration based on the foregoing estimates (the "Price Certificate"). The Price Certificate shall also include the Company's determination of the Series C Preferred Per Share Amount and the Applicable Per Share Amount for each class and series of Junior Stock based on the foregoing estimate of the Merger Consideration. The Company will prepare the Price Certificate (including making the estimated determinations included therein) utilizing the principles set forth in Section 2.4(f).
(b) No later than the 90th day after the Closing Date, Parent will prepare and deliver to the Stockholder Representative a consolidated balance sheet of the Company and the Company Subsidiaries as of the Adjustment Time (the "Closing Balance Sheet"), together with a statement (the "Closing Statement") setting forth Parent's determination of the amount of the Merger Consideration, which shall include Parent's determinations of Closing Working Capital, Closing Cash, Closing Indebtedness and Company Transaction Expenses. Parent will prepare the Closing Balance Sheet and the Closing Statement (including making the determinations included therein) utilizing the principles set forth in Section 2.4(f).
(c) During the 60-day period immediately following the Stockholder Representative's receipt of the Closing Balance Sheet and the Closing Statement, the Stockholder Representative and its advisors and representatives (i) will be permitted to review, during normal business hours and upon reasonable notice, the Surviving Corporation's and the Company Subsidiaries' books and records and the working papers related to the preparation of the Closing Balance Sheet and the Closing Statement (including the determinations included therein and the audit performed on the Closing Balance Sheet), and (ii) will be given reasonable access, during normal business hours and upon reasonable notice, to knowledgeable employees and accounting profes...
CALCULATION OF MERGER CONSIDERATION. As used herein,
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. 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 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.
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.
