Estimated Transaction Consideration. No later than three (3) Business Days prior to the Closing, the Company shall deliver to Purchaser a written statement (the “Closing Statement”) setting forth its good faith estimate of the Transaction Consideration (the “Estimated Transaction Consideration”) in respect of which the Company shall (A) use the actual Enterprise Value and (B) estimate in good faith (1) the amount of Closing Date Funded Indebtedness, (2) the amount of Unpaid Seller Expenses, (3) the amount of Cash and Cash Equivalents, and (4) the Net Working Capital Adjustment, together with reasonably detailed supporting documentation and information (including a reasonably detailed calculation of Accrued Income Tax Liabilities). To the extent reasonably requested by Purchaser, the Company will make available to Purchaser and its auditors and advisors all records and work papers used in preparing the Closing Statement; provided that any information provided pursuant hereto shall be subject to the confidentiality and non-use obligations of Section 6.3. The Company shall review any comments reasonably proposed by Purchaser with respect to the Closing Statement setting forth the Estimated Transaction Consideration, and will consider, in good faith, any changes proposed by Purchaser or its representatives in good faith; provided, however, that if, after such good faith consideration, the Company does not agree with respect to any such comments or changes, subject to Section 2.3(c), the estimates set forth in the Closing Statement delivered by the Company in accordance with this Section 2.3(a) will be utilized for purposes of calculating the Estimated Transaction Consideration, and in no event will Purchaser’s consent or approval to the estimates set forth in the Closing Statement be deemed to condition or delay the Closing. At the Closing:
Estimated Transaction Consideration. For purposes of the Closing, Parent shall, after consultation with the Company, make a good-faith estimate (the "Estimated Transaction Consideration") of the Total Transaction Consideration based on (i) the estimated amounts of (A) the Cash Adjustment Amount after a review of the most recent ascertainable financial information of the Company and its Subsidiaries presented by the Company three (3) business days prior to the Closing Date and (B) the Capital Expenditure Amount for which detailed records and a reconciliation to Schedule 1.3(a)(iii) are presented by the Company and (ii) the Sellers' Tax Cost (as determined pursuant to Sections 1.6(a) and (c)). The Estimated Transaction Consideration minus the Indemnification Escrow, the Severance Escrow and the Adjustment Escrow is referred to herein as the "Closing Payment."
Estimated Transaction Consideration. At least two (2) Business Days prior to the Closing, the Sellers’ Representative shall have caused the Company to deliver to the Purchaser a certificate signed by an officer of the Company setting forth a good faith estimate of the amount of the Closing Indebtedness, Closing Working Capital, and the -2- EAST\168212916.9
Estimated Transaction Consideration. The estimated consideration is calculated as follows (in millions, except for share data): Tenneco shares issued for purchase of Federal-Mogul 29,444,846 Tenneco share price at June 19, 2018 market close $ 46.57 Fair value of equity portion of consideration $ 1,371 Cash Consideration 800 Assumed Federal-Mogul debt: Revolver 250 Term Loan C Facility 1,455 Senior Secured Notes due 2022 511 Senior Secured Floating Rate Notes due 2024 370 Senior Secured Notes due 2024 431 Other debt 164 Total Consideration $ 5,352 The estimate of consideration expected to be transferred and reflected in this unaudited pro forma condensed combined financial information does not purport to represent what the actual consideration transferred will be when the transaction is completed. For purposes of these unaudited pro forma condensed combined financial statements, the market price of Tenneco common stock based on the June 19, 2018 market close of $46.57 was used to calculate the estimate of consideration expected to be transferred. However, the fair value of equity securities issued as the consideration transferred will be measured using the market price of Tenneco common stock on the closing date. Under the Purchase Agreement, until the date that is 10 business days prior to the anticipated closing date of the transaction, Tenneco may elect to conduct a primary offering of Common Stock in order to raise funds to increase the Cash Consideration by up to $400 million and decrease the Stock Consideration by selling up to 7,315,490 shares of Common Stock.
Estimated Transaction Consideration. The estimated consideration is calculated as follows (in millions, except for share data): Tenneco shares issued for purchase of Federal-Mogul 29,444,846 Tenneco share price at September 21, 2018 market close $ 45.49 Fair value of equity portion of consideration $ 1,339 Cash Consideration 800 Repayment of Federal-Mogul debt and accrued interest: Revolver 250 Term Loan C Facility 1,455 Accrued interest 3 Fair value of assumed Federal-Mogul debt: Senior Secured Notes due 2022 499 Senior Secured Floating Rate Notes due 2024 353 Senior Secured Notes due 2024 425 Other debt 158 Total Consideration $ 5,282 The estimate of consideration expected to be transferred and reflected in this unaudited pro forma condensed combined financial information does not purport to represent what the actual consideration transferred will be when the transaction is completed. For purposes of these unaudited pro forma condensed combined financial statements, the market price of Tenneco common stock based on the September 21, 2018 market close of $45.49 was used to calculate the estimate of consideration expected to be transferred. However, the fair value of equity securities issued as the consideration transferred will be measured using the market price of Tenneco common stock on the closing date.
Estimated Transaction Consideration. One (1) Business Day prior to the Closing, the Shareholders shall have caused the Companies to deliver to the Purchaser a certificate signed by the Chief Financial Officer of FWP and reasonably agreed upon by the Purchaser setting forth a good faith estimate of the amount of the Closing Cash, Closing Indebtedness, the Closing Working Capital and the Working Capital Adjustment (the “Closing Certificate”). As used herein, “Estimated Closing Cash”, “Estimated Closing Indebtedness”, “Estimated Closing Working Capital” and “Estimated Working Capital Adjustment” mean the estimates of the Closing Cash, Closing Indebtedness, the Closing Working Capital and the Working Capital Adjustment, respectively, set forth in the Closing Certificate. The Estimated Working Capital Adjustment will be a good faith estimate of the Closing Working Capital plus or minus the Working Capital Target. As used herein, “Estimated Transaction Consideration” means an amount equal to the Transaction Consideration, assuming for purposes of such calculation that Closing Cash is equal to Estimated Closing Cash, Closing Indebtedness is equal to the Estimated Closing Indebtedness, the Closing Working Capital is equal to the Estimated Closing Working Capital and the Estimated Working Capital Adjustment will be the final Working Capital Adjustment. The Closing Certificate shall (i) be prepared in accordance with Schedule 2.3, and, except as set forth on Schedule 2.3, in accordance with GAAP and, except where inconsistent with GAAP or as set forth on Schedule 2.3, shall use the same accounting principles and practices the Companies have historically used, (ii) be derived from the books and records (including the general ledgers) of the Companies, and (iii) accurately reflect such books and records (including the general ledgers).
Estimated Transaction Consideration. At least two (2) Business Days prior to the Closing, the Company shall deliver to the Purchaser (i) a certificate signed by an officer of the Company and reasonably agreed upon by the Purchaser setting forth a good faith estimate of the Estimated Closing Indebtedness, Selling Expenses, Estimated Closing Working Capital and the calculations of the Estimated Transaction Consideration and Closing Consideration based thereon (the “Closing Certificate”), and (ii) a schedule (the “Allocation Schedule”) of the Transaction Consideration payable to (a) each
Estimated Transaction Consideration
