Estimated Merger Consideration. On or prior to the fourth (4th) Business Day (and not more than ten (10) Business Days) before the Closing Date, the Company shall (a) estimate in good faith the amount of the Closing Cash, the Closing Indebtedness, the Closing Working Capital and the Selling Expenses, respectively, and deliver to Parent a certificate (the “Closing Certificate”) setting forth such estimates and the calculation of the Estimated Merger Consideration based thereon, along with reasonable supporting detail therefor (such estimates and calculations shall be prepared consistent with the definitions in this Agreement and, if applicable, the Accounting Policies), and (b) deliver to Parent the Allocation Schedule. As used herein, “Estimated Closing Cash,” “Estimated Closing Indebtedness,” “Estimated Closing Working Capital” and “Estimated Selling Expenses” mean the estimates of the Closing Cash, the Closing Indebtedness, the Closing Working Capital, the Transaction Bonuses and the Selling Expenses, respectively, set forth in the Closing Certificate, and “Estimated Merger Consideration” means an amount equal to the Merger Consideration calculated as set forth in Section 2.7, assuming for purposes of such calculation that the Closing Cash is equal to the Estimated Closing Cash, that the Closing Indebtedness is equal to the Estimated Closing Indebtedness, that the Closing Working Capital is equal to the Estimated Closing Working Capital and that the Selling Expenses are equal to the Estimated Selling Expenses; provided, that if the Estimated Closing Working Capital is within One Hundred Twenty-Five Thousand Dollars ($125,000) of the Working Capital Target, in either direction, then the Estimated Closing Working Capital shall be deemed to be equal to the Working Capital Target for purposes of the calculation of the Estimated Merger Consideration. The Company shall consider in good faith any reasonable comments Parent may have to the Closing Certificate and Allocation Schedule and, to the extent any changes are made, the Company shall deliver an updated Closing Certificate and Allocation Schedule prior to the Closing (for the avoidance of doubt, Parent’s failure to identify or raise any comment shall not indicate any acceptance or waiver by Parent or otherwise affect Parent’s rights under Section 2.9). The Company may reject any of Parent’s comments to the Closing Certificate and Allocation Schedule, and the parties shall proceed to Closing based on the Company’s Closing Certificate and ...
Estimated Merger Consideration. At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent (i) a good faith estimate of the balance sheet for the Company as of the Effective Time (the “Estimated Closing Balance Sheet”), (ii) a good faith estimate of the Closing Working Capital derived from the Estimated Closing Balance Sheet and based on the Accounting Principles (the “Estimated Closing Working Capital”), (iii) a good faith estimate of the Closing Indebtedness derived from the Estimated Closing Balance Sheet (the “Estimated Closing Indebtedness”), and (iv) a schedule setting forth the portion of the Merger Consideration to which each Securityholder is entitled pursuant to the Company’s Organizational Documents and the terms of this Agreement, including with respect to the Rollover Members the number of Consideration Shares to be issued to each Rollover Member, and including each Securityholder’s name, address and email address (the “Securityholder Allocation Schedule”), which shall also be in accordance with the requirements of the Paying Agent for the Initial Payment Spreadsheet (as defined in the Paying Agent Agreement), each prepared consistent with the Accounting Principles. The Estimated Closing Working Capital and the Estimated Closing Indebtedness will be included in the determination of the Merger Consideration as set forth in Section 3.1(a) above. Prior to the Closing, the Company shall provide the Parent with the opportunity to review and provide comments to the foregoing, which the Company shall consider in good faith but shall be under no obligation to incorporate such comments.
Estimated Merger Consideration. (a) At least two Business Days prior to the Closing Date, the Company shall deliver to Parent a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith calculation of the Estimated Merger Consideration, including (i) the estimated amount of Working Capital (the “Estimated Working Capital Amount”), (ii) the estimated amount of Funded Indebtedness (the “Estimated Funded Indebtedness”), (iii) the estimated amount of Cash (the “Estimated Cash”), (iv) the estimated amount of the Company Transaction Expenses (the “Estimated Company Transaction Expenses”), and (v) the estimated amount of Capital Expenditures (the “Estimated Capital Expenditures”) (which in the case of any Capital Expenditures incurred after the latest month-end Capital Expenditure report, which report shall tie to the Company’s regular monthly financial statements for such month-end, shall include reasonable supporting detail for such Capital Expenditures), in each case as of 5:00 p.m. New York City time on the day immediately preceding the Closing Date and based on the Company’s books and records and other information available at the time.
(b) At the Closing, Parent shall pay, or cause to be paid, to each Company Common Stockholder that holds Company Common Stock (other than the Specified Shares) immediately prior to the Effective Time an amount equal to the aggregate Company Common Stockholder Closing Consideration of such Company Common Stockholder in respect of such shares of Company Common Stock. At the Closing, Parent shall deliver, or cause to be delivered, to the Escrow Agent an amount to be held in the Escrow Account in accordance with the terms of the Escrow Agreement equal to $50,000,000 (the “Escrow Funds”).
(c) As soon as reasonably practicable after the date hereof, the Company shall mail or otherwise deliver to each Company Common Stockholder a Letter of Transmittal, substantially in the form of Exhibit C attached hereto (the “Letter of Transmittal”), which for the avoidance of doubt, shall include the obligation of each Company Common Stockholder to agree to Section 10.15 of this Agreement, together with any notice required pursuant to Section 262. Upon the delivery of any duly executed Letter of Transmittal, each such Company Common Stockholder shall be entitled to receive, subject to the terms and conditions hereof, the Company Common Stock Merger Consideration in respect of its, his or her shares of Company Common Stock.
(d) All cash paid upon the ...
Estimated Merger Consideration. (a) No later than five (5) Business Days prior to the anticipated Closing Date, the Company shall prepare and deliver to Parent a written statement (the “Estimated Closing Statement”) setting forth the Company’s (i) good faith estimate of (A) Cash as of the Benchmark Time, (B) Indebtedness as of the Benchmark Time, (C) Net Working Capital as of the Benchmark Time, and (D) Transaction Expenses, together with wire transfer instructions and invoices for the Payoff Letters, and (ii) resulting calculation of the Merger Consideration (such amount, the “Estimated Merger Consideration”) based upon the books and records of the Company, together with reasonable supporting detail and back-up for such calculations, and Common Stock Per Share Merger Consideration and
Estimated Merger Consideration. As soon as practicable and in no event less than three (3) business days prior to the Closing Date, after consultation with Acquisition, Stockholders’ Representative, on behalf of the Participating Stockholders, shall deliver to Acquisition a certificate setting forth estimates of the Closing Indebtedness, the Closing Working Capital and the related determination of the Closing Working Capital Adjustment (the “Closing Certificate”). As used herein, “Estimated Closing Indebtedness”, “Estimated Closing Working Capital” and “Estimated Closing Working Capital Adjustment” mean the estimates of the Closing Indebtedness, the Closing Working Capital and the Closing Working Capital Adjustment, respectively, set forth in the Closing Certificate, and “Estimated Merger Consideration” means an amount equal to the Merger Consideration calculated as set forth in Section 2.4, assuming for purposes of such calculation that the Closing Indebtedness is equal to the Estimated Closing Indebtedness and that the Closing Working Capital is equal to the Estimated Closing Working Capital.
Estimated Merger Consideration. Not less than two (2) Business Days prior to the Closing Date, the Company shall deliver to the Parent a statement (the “Estimated Adjustment Report”) setting forth its good faith estimate of the amount of the (i) Adjusted Debt as of the close of business on the day immediately prior to the Closing Date (the “Estimated Adjusted Debt”), (ii) Cash and Cash Equivalents of the Company and the Company Subsidiaries as of the close of business on the day immediately prior to the Closing Date (the “Estimated Cash and Cash Equivalents”) and (iii) the resulting good faith estimate of the Cash Merger Consideration as of the Closing Date (the “Estimated Cash Merger Consideration”) (which Estimated Cash Merger Consideration shall be calculated using Estimated Adjusted Debt as of the close of business on the day immediately prior to the Closing Date). The Company shall provide the Parent with reasonable access to the books and records (including financial statements) of the Company to verify the Estimated Adjustment Report. The Estimated Adjustment Report will be prepared (i) in accordance with the definitions of Cash and Cash Equivalents and Adjusted Debt and (ii) in accordance with GAAP applied on a basis consistent with that used in, and in accordance with the same accounting methods, policies, practices and procedures applied in the preparation of, the Latest Balance Sheet.
Estimated Merger Consideration. The aggregate consideration to be paid by Parent at the Effective Time in respect of the Merger (the “Estimated Merger Consideration”) shall be an amount in cash equal to: (i) one billion, one hundred fifty million dollars ($1,150,000,000) (as the same may be reduced by the Financial Advisor Adjustment Amount, if any, pursuant to Section 2.9, the “Base Consideration”), minus (ii) the shortfall, if any, of Estimated Cash as of immediately prior to the Effective Time, under thirty-five million dollars ($35,000,000), minus (iii) the Estimated Indebtedness as of immediately prior to the Effective Time, minus (iv) the Company Transaction Expenses; which amount shall be subject to adjustment pursuant to Sections 2.8 and 2.9 (as adjusted, the “Merger Consideration”).
Estimated Merger Consideration. The Cash Closing Amount payable at Closing under Section 2.01(a) (the “Estimated Merger Consideration”) shall be calculated using the estimated Net Working Capital set forth on the Estimated Closing Statement.
Estimated Merger Consideration. Attached hereto as Exhibit D is a statement prepared by the Company (the “Estimated Merger Consideration Statement”) consisting of a good faith estimate by the Company of (i) the Merger Consideration (the “Estimated Merger Consideration”) and (ii) a consolidated balance sheet of the Company and its Subsidiaries as of the opening of business on the Closing Date (the “Estimated Balance Sheet”) but without giving effect to the Closing, in the same form and including the same line items as the Recent Balance Sheet and prepared in accordance with GAAP Consistently Applied. The Estimated Merger Consideration and such balance sheet shall be determined by the Company based upon the Recent Financial Statements while taking into account changes in the Company’s financial position since the Recent Balance Sheet Date. In connection with determining the Estimated Merger Consideration, the Company shall (A) estimate the amount of the Net Working Capital Adjustment (the “Estimated Net Working Capital Adjustment”), (B) estimate the amount of Closing Date Funded Indebtedness (including the amount of Cash and Cash Equivalents as of the opening of business on the Closing Date), (C) estimate the Seller Expenses and (D) set forth the amounts of each of the Closing Date Payments (as defined below).
Estimated Merger Consideration. No later than two (2) Business Days prior to the Closing, the Company shall deliver to Acquirer (i) a written statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of the amounts of the Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Transaction Expenses, together with a calculation of the Merger Consideration based thereon (the “Estimated Merger Consideration”). All of the calculations and amounts set forth in the Estimated Merger Consideration calculation shall be deemed to be conclusive and binding on the parties hereto absent manifest error (provided that nothing in this Section 1.6(a) shall in any way limit the rights of the parties in connection with the final determination of the Merger Consideration in accordance with this Section 1.6). The Estimated Merger Consideration and the estimates and calculations contained therein shall be prepared in accordance with Section 1.6(g).
