Closing Consideration Schedule. At or prior to the Closing, the Company shall deliver to Parent a schedule (the "Closing Consideration Schedule"), which schedule shall be certified as complete and correct by an officer of the Company and which shall accurately set forth:
Closing Consideration Schedule. (a) No later than six (6) Business Days before the Closing Date, the Sellers’ Representatives will deliver to Buyer a schedule (the “Closing Consideration Schedule”), in the form attached hereto as Annex D-2, setting forth as of the Closing:
Closing Consideration Schedule. No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent a schedule (the “Closing Consideration Schedule”) in a form acceptable to Parent, which schedule shall be certified as complete and correct by the Company’s chief executive officer and chief financial officer and which shall accurately set forth, as of the Closing:
Closing Consideration Schedule. No later than 10:00 a.m. (New York time) on the last Business Day prior to the Closing Date, the Company shall deliver to Parent a schedule in the form attached hereto as Exhibit C (the “Closing Consideration Schedule”) showing for each Company Holder, as of the Closing Date and based on the Estimated Merger Consideration Schedule: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Common Stock subject to each Company Warrant held, and, if applicable, the exercise price per share of such Company Warrant, (C) a calculation of the amount payable to such Company Holder pursuant to Section 1.7(a)(i)(A) in respect of shares of Company Common Stock and pursuant to Section 1.9(a)(i) in respect of Company Warrants, (D) such Company Holder’s Proportionate Share of the Purchase Price Escrow Amount, (E) such Company Holder’s Proportionate Share of the General Escrow Amount, (F) such Company Holder’s Proportionate Share of the Employee Litigation Escrow Amount (and, if applicable, of the Keys Additional Employee Litigation Escrow Amount) and (G) such Company Holder’s Proportionate Share of the Stockholder Representative Expense Amount. The Closing Consideration Schedule shall be accompanied by a certificate signed by an officer of the Company certifying that the information set forth in such Closing Consideration Schedule was calculated in good faith in accordance with this Agreement.
Closing Consideration Schedule. The Asset Purchaser and WESGEN shall have received, and accepted, the Closing Consideration Schedule.
Closing Consideration Schedule. (a) At least three (3) Business Days prior to the Closing Date, the Company shall deliver to the Surviving Entity a statement (the “Closing Consideration Schedule”) setting forth its good faith estimated balance sheet of the Company as of the Closing Date (the “Estimated Closing Balance Sheet”), and an estimate of, each as of the close of business on the Closing Date: (i) the Net Working Capital of the Company (the “Estimated Working Capital”); (ii) the Company Indebtedness (the “Estimated Closing Indebtedness Amount”); and (iii) Transaction Expenses (including a list of each person entitled to any Transaction Expenses). The Closing Consideration Schedule shall be prepared in accordance with the Accounting Principles and the Sample Statement. The Closing Consideration Schedule shall be used for the purposes of determining the Closing Cash Consideration. The Company may, at the Company’s option, deliver to the Surviving Entity an updated Closing Consideration Schedule no later than 10:00 a.m., New York City time on the Business Day immediately prior to the Closing.
Closing Consideration Schedule. (a) Exhibit G sets forth, as of the date of this Agreement, the following, in each case calculated in accordance with this Agreement, which shall be for illustrative purposes only (the “Sample Consideration Schedule”):
Closing Consideration Schedule. Company shall deliver to Parent not less than three (3) Business Days prior to the Closing Date the “Closing Consideration Schedule” in a form reasonably acceptable to Parent, which schedule shall be certified as complete and correct by Company’s President and which shall accurately set forth, as of Closing, all Stockholders and their respective addresses and social security number or tax identification number, if applicable, the number and type of shares of Company Common Stock held by such Stockholders (including the respective certificate numbers), the Pro Rata Portion applicable to each Stockholder, the aggregate consideration to be paid to each Stockholder, the number of Shares to be deposited into the Escrow Account on behalf of each Stockholder and such other information relevant thereto which Parent may reasonably request.
Closing Consideration Schedule. Prior to the Closing, the Company shall deliver to Buyer a schedule (the “Closing Consideration Schedule”) which sets forth:
Closing Consideration Schedule. (a) At least three (3) Business Days prior to the Closing Date, the Stockholder Representative, on behalf of the Company, shall deliver to Buyer a statement (the “Closing Consideration Schedule”) setting forth the Company’s good faith estimated balance sheet of the Company as of the Closing Date (the “Estimated Closing Balance Sheet”), and an estimate of, each as of the close of business on the Closing Date: (i) the Net Working Capital of the Company (the “Estimated Working Capital”); (ii) Actual Cash of the Company (the “Estimated Cash”); (iii) the Company Indebtedness (the “Estimated Closing Indebtedness Amount”); (iv) the amount of Excess Working Capital, if any (the “Estimated Excess Working Capital Amount”); and (v) Transaction Expenses (including a list of each Person entitled to any Transaction Expenses). The Closing Consideration Schedule shall be prepared in accordance with the Accounting Principles. The Closing Consideration Schedule shall be used for the purposes of determining the Closing Cash Consideration. The Stockholder Representative may, at the Stockholder Representative’s option, deliver to Buyer an updated Closing Consideration Schedule no later than 10:00 a.m., New York City time on the Business Day immediately prior to the Closing.
