Estimated Merger Consideration. The Company shall deliver to Parent no later than three (3) Business Days prior to the Closing Date, the Estimated Closing Balance Sheet together with a statement (the “Estimated Closing Statement”) setting forth in reasonable detail (i) the Company’s good faith estimates of the amounts of Adjusted Working Capital, Cash and Cash Equivalents and Closing Indebtedness derived therefrom, and (ii) a calculation of the Estimated Adjustment Amount and the Estimated Merger Consideration based on such estimates. The Estimated Closing Balance Sheet, Estimated Closing Statement and the estimates, calculations and determinations contained therein shall be prepared in accordance with Section 2.10(e). An example calculation of the amount of the Estimated Merger Consideration (utilizing an approximate value for such Estimated Merger Consideration, it being understood that the calculation of the actual Estimated Merger Consideration will be delivered by the Company following the date hereof in accordance with the first sentence of this Section 2.9(a)) allocable to each such holder pursuant to the terms of the Merger and the Company LLC Agreement (including the Closing Payment Amount, Working Capital Escrow Amount, Indemnity Escrow Amount, Generator Escrow Amount and Severance Escrow Amount) (the “Waterfall”) was delivered by the Company to Parent on the date hereof).
Estimated Merger Consideration. No later than five Business Days prior to the Closing, Archaea shall deliver to the Buyer: a good faith estimate of the Merger Consideration (the “Estimated Merger Consideration”) pursuant to which Archaea shall (i) use the Enterprise Value and (ii) estimate (A) the amount of Cash and Cash Equivalents, (B) the amount of Closing Company Indebtedness, (C) the amount of Specified Capital Expenditures and (D) the amount of Transaction Expenses (together, the “Estimated Closing Statement”). Following delivery of the Estimated Closing Statement, Archaea will provide the Buyer, Aria, and their respective accountants and other Representatives with a reasonable opportunity to review the Estimated Closing Statement. At least two Business Days prior to the Closing Date, the Buyer or Aria may notify Archaea of any comments or questions with respect to the Estimated Closing Statement and Archaea shall (x) consider in good faith such comments or questions to the Estimated Closing Statement and (y) prepare and deliver an updated Estimated Closing Statement to Archaea prior the Closing Date reflecting any agreed upon changes resulting from such comments or questions. Notwithstanding the foregoing, Archaea’s estimates set forth in the Estimated Closing Statement delivered to the Buyer in accordance with this Agreement shall control and be binding for purposes of the Closing except to the extent adjustments thereto have been agreed to in writing by the Parties (including any adjustments thereto resulting from the comments or questions raised in the immediately preceding sentence).
Estimated Merger Consideration. No later than 10:00 a.m. (New York time) on the last Business Day prior to the proposed Closing Date, the Company shall deliver to Parent a schedule, together with reasonable supporting documentation (the “Estimated Merger Consideration Schedule”) setting forth a good faith estimate of the Merger Consideration (the “Estimated Merger Consideration”) based on good faith estimates by the Company of the following amounts, which shall also be set forth in the Estimated Merger Consideration Schedule: (i) the Net Debt Adjustment, (ii) the Net Working Capital Adjustment, (iii) the Net Cash Adjustment and (iv) the amount of Company Transaction Expenses, in the form attached hereto as Exhibit A. The Estimated Merger Consideration Schedule shall be accompanied by a certificate signed by an officer of the Company certifying that the information set forth in the Estimated Merger Consideration Schedule was calculated in good faith in accordance with this Agreement.
Estimated Merger Consideration. Upon the surrender and delivery by each Shareholder to Chart at the Closing, or following the Closing at Chart's principal executive office in Xxxxxxxx Heights, Ohio, of all certificates representing the Company Shares held by such Shareholder, duly endorsed to Chart or in blank and otherwise in proper form for transfer to Chart, Chart shall cause to be issued in the name of such Shareholder, and dated as of the date of such surrender and delivery, a certificate for the number of shares of Chart Common Stock that would be issuable in respect of all of such Shareholder's Company Shares pursuant to Section 2.2 hereof if the Net Closing Indebtedness were exactly as set forth in the Debt Certificate and if the Working Capital Shortfall and the Net Worth Differential were both zero ($0) (as to each Shareholder, his "Estimated Merger Consideration"). Chart shall retain possession of each such certificate until the Final Post-Closing Merger Consideration Adjustment has been determined in accordance with Section 2.5. Pending such determination, the shares of Chart Common Stock represented by each certificate so issued and retained shall be issued and outstanding for all purposes and owned of record by the Shareholder in whose name such certificate is registered, and such Shareholder shall be entitled to exercise all voting and other consensual rights pertaining to the shares of Chart Common Stock represented thereby, and shall be entitled to receive all dividends and other distributions, if any, that shall be paid upon such shares from the date of issuance thereof to the date of delivery thereof to such Shareholder hereunder. If the number of shares of Chart Common Stock issuable to a Shareholder pursuant to Section 2.2, as finally determined in accordance with Section 2.5 hereof (as to each Shareholder, his "Definitive Merger Consideration"), is less than his Estimated Merger Consideration, then Chart shall cancel the certificate representing his Estimated Merger Consideration and shall issue in the name of such Shareholder and deliver to him a certificate representing his Definitive Merger Consideration in accordance with Section 2.5.4 (the "Post-Closing Merger Consideration Adjustment").
Estimated Merger Consideration. Three (3) Business Days prior to the Closing Date, Company shall deliver to Parent a statement setting forth Company’s estimate of the Closing Working Capital (the “Estimated Closing Working Capital”), the Closing Cash on Hand (the “Estimated Closing Cash on Hand”), the Closing Indebtedness (the “Estimated Closing Indebtedness”), and the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses” and, together with the Estimated Closing Working Capital, Estimated Closing Cash on Hand and Estimated Closing Indebtedness, the “Estimated Statements”), in each case, calculated in accordance with the Accounting Principles and the Working Capital Schedule, as applicable, together with a schedule setting forth the Allocable Portion of Closing Merger Consideration payable to each Company Equityholder, determined in accordance with the Governing Documents of Company (such schedule, the “Consideration Schedule”). The Estimated Closing Working Capital, the Estimated Closing Cash on Hand, the Estimated Closing Indebtedness, and the Estimated Closing Transaction Expenses will be included in the determination of the Estimated Closing Merger Consideration as set forth in Section 3.1(a) above.
Estimated Merger Consideration. For purposes of determining the amount of the Merger Consideration to be paid on the Closing Date (as defined below), the estimated Merger Consideration (the "Estimated Merger Consideration") shall be determined in the same manner as the Merger Consideration is to be determined, except that the Estimated Merger Consideration shall be based upon the unaudited balance sheet of the Company as of August 31, 2003 (the "Estimated Closing Balance Sheet"), which shall be delivered to Parent not later than three (3) business days prior to the Closing.
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).
Estimated Merger Consideration. Not less then five (5) days prior to the Closing Date, the Stockholders’ Representative shall deliver to Parent (a) a certificate signed by the Stockholders’ Representative setting forth the Stockholders’ Representative’s best estimate of the Closing Cash, Indebtedness Amount, Expenses and Working Capital Excess or Working Capital Deficit as of the Closing Date and (b) all records and work papers necessary to compute and verify the information set forth in such certificate, all of which must be reasonably acceptable to Parent. The Merger Consideration adjusted in accordance with Section 2.9 to reflect such estimates shall be the “Estimated Merger Consideration.”
Estimated Merger Consideration. Not less than five (5) Business Days prior to the Closing Date, the Company shall (a) deliver to Purchaser a certificate signed by an officer of the Company (the “Preliminary Statement”) setting forth the Company’s good faith estimate of the Cash Amount, Indebtedness Amount, Transaction Expenses Amount, Working Capital, and Working Capital Surplus, if any, or Working Capital Deficit, if any, in each case as of the Closing Date and, based on such estimates, a calculation of the Merger Consideration (the “Estimated Merger Consideration”) and (b) make available to Purchaser all records and work papers necessary to compute and verify the information set forth in such certificate, all of which must be acceptable to Purchaser in its reasonable discretion. The determination of each of the Closing Payments to which Equityholders are entitled shall be calculated based on the assumption that the Estimated Merger Consideration is equal to the Adjusted Merger Consideration and the components thereof set forth in the Preliminary Statement.
Estimated Merger Consideration. The estimated merger consideration for the purpose of this unaudited pro forma condensed combined financial information is $6.3
