Initial Merger Consideration. As soon as reasonably practicable, the Company shall cause its auditors to prepare an audited balance sheet and income statement for the Company as of and for the year ended December 31, 1998 in accordance with Xxxxxxxx GAAP and shall calculate the Company's Adjusted Net Worth and Net Adjusted Pretax Income and the Initial Merger Consideration on the basis thereof. The Company shall deliver such financial statements and calculations to Lithia. Lithia shall have a period of 15 days after its receipt of such financial statements and calculations to make any objections it may have to the Adjusted Net Worth and Net Adjusted Pretax Income of the Company and Initial Merger Consideration as calculated by the Company. If Lithia does not give notice of objections within that period, the Adjusted Net Worth, Net Adjusted Pretax Income and Initial Merger Consideration so calculated shall be final. If Lithia does give notice of objections within that time, and Lithia and the Company are unable to resolve the matter by agreement, either side may submit the matter to PricewaterhouseCoopers LLP or another independent accounting firm selected by the Shareholders and Lithia for resolution. The decision of that accounting firm shall be binding on the parties.
Initial Merger Consideration. (a) The initial aggregate consideration (the “Initial Common Equity Consideration”) to be paid in connection with the Merger to the holders of the common stock, par value $0.01 per share, of the Company (the “Company Common Stock”), and the RSUs shall be an amount equal to the following (which amount shall be adjusted as provided herein):
(1) $338,000,000 (the “Total Consideration”); plus
(2) the amount of Estimated Closing Cash; plus
(3) the amount, if any, by which the Estimated Closing Net Working Capital is greater than $47,083,355 (the “Net Working Capital Target”); minus
(4) the amount, if any, by which the Estimated Closing Net Working Capital is less than the Net Working Capital Target; minus
(5) the amount of unpaid Estimated Company Transaction Expenses; minus
(6) the amount of Estimated Closing Indebtedness, including the Indebtedness of the Company and the Company Subsidiaries under or in respect of:
(i) the credit agreement, dated as of December 17, 2003, as thereafter amended, by and among Blue Ridge Paper Products Inc., a Delaware corporation (“BRPPI”), as borrower, the lenders from time to time party thereto and General Electric Capital Corporation, as administrative agent, agent and lender;
(ii) the 9.50% senior secured notes due 2008 (the “2008 Notes”) of BRPPI, provided that notwithstanding anything else to the contrary, for purposes of this Agreement the Indebtedness under or in respect of the 2008 Notes shall equal the sum of (I) 104.75% of the principal amount thereof plus (II) all accrued and unpaid interest thereon through the Closing Date (the “Note Prepayment Amount”); provided, however, that in the event Parent notifies the Company that it intends to satisfy the 2008 Notes by a defeasance or satisfaction and discharge mechanism, the amount in respect of the 2008 Notes shall instead equal the sum of (x) the amount required to be deposited with the trustee thereunder to effectuate such defeasance or satisfaction and discharge (provided that for purposes of this clause the amount deposited in respect of accrued interest shall not be deemed to include any interest accruing from and after the Closing Date) plus (y) if the amount described in clause (x) does not include a prepayment penalty, 4.75% of the principal amount of the 2008 Notes; provided that in no event shall the amount determined under this proviso exceed the Note Prepayment Amount;
(iii) the Pay-In-Kind Senior Subordinated Note, dated May 14, 1999, by the Company in favor...
Initial Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities:
(i) each unit of Company Interest issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the following consideration, payable in the form of:
(1) such number of shares of Parent Common Stock equal to the Company Interest to Parent Common Stock Exchange Ratio; and
(2) such number of Parent Warrants equal to the Company Interest to Parent Warrant Exchange Ratio; and
(3) a cash amount equal to the Company Interest to Cash Exchange Ratio;
(ii) each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation. The stock certificate evidencing shares of common stock of Merger Sub shall then evidence ownership of the outstanding shares of common stock of the Surviving Corporation.
(b) As used in this Agreement, the following terms have the following meanings (except as noted in this Agreement):
Initial Merger Consideration. Subject to Section 1.13 (Dissenting Shares), Parent shall pay for all of the Company Common Stock and Company Preferred Stock issued and outstanding immediately prior to the Effective Time the consideration set forth in this Section 1.8.
(a) At Closing, Parent shall pay, by wire transfer in immediately available funds, Forty Million Dollars ($40,000,000) (the “Initial Payment”) plus or minus, as the case may be, the Purchase Price Adjustment (as defined in section 1.8(b)) (as so adjusted, the “Estimated Initial Merger Consideration”), which shall be paid by Parent to the Persons and in the amounts as follows: (i) Four Million Dollars ($4,000,000) (the “Escrow Funds”) to U.S. Bank National Association (the “Escrow Agent”) to be held in escrow pursuant to the Escrow Agreement to secure any indemnification obligation of the Stockholders under Section 8.2 and to refund to Parent any negative Purchase Price Adjustment due Parent after final determination of the Closing Balance Sheet in accordance with Section 1.10; and (ii) the balance of the Estimated Initial Merger Consideration to the Payment Agent for distribution to the Stockholders who are not otherwise Dissenting Stockholders (as defined in Section 1.13) in accordance with the terms of the Payment Agreement (such balance payable to the Stockholders is sometimes referred to herein as the “Net Initial Merger Consideration”). The Escrow Funds shall not be distributed to the Stockholders until six (6) months after the Effective Time and shall only be distributed in accordance with the terms and conditions of the Escrow Agreement. In the event that Parent shall have perfected, prior to the expiration of such 6 month period, a claim for indemnification pursuant to Section 8.4, the Stockholders’ Representative and the Parent shall endeavor in good faith to determine a reasonable estimate of the maximum amount of such claim and shall instruct the Escrow Agent to deliver any excess amount of Escrow Funds to the Payment Agent for distribution to the Stockholders in accordance with the Escrow Agreement.
(b) The Initial Payment shall be adjusted (the “Purchase Price Adjustment”) as follows: (a) increased or decreased on a dollar-for-dollar basis, by the amount that the Net Equity (as defined below), as reflected in the Estimated Closing Balance Sheet (as defined in Section 1.8(c)) is greater or less than Seven Million ($7,000,000) (the “Net Equity Threshold”); and (b) decreased by the amount of consideration that wo...
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Initial Merger Consideration. At the Closing, Parent shall deliver to each Company Stockholder the Initial Merger Consideration with such payment allocated to each Company Stockholder, with each such Company Stockholder’s portion of the Initial Merger Consideration determined in accordance with Section 2.8.
Initial Merger Consideration. The Initial Merger Consideration shall be a number of shares of Class B common stock of TekInsight, par value $0.0001 per share ("TekInsight Class B Stock"), equal to two-thirds of the number of TekInsight Outstanding Share Equivalents (as defined below) outstanding immediately prior to the Effective Time. The "TekInsight Outstanding Share Equivalents" shall mean all outstanding shares of common stock of TekInsight, plus all shares of common stock of TekInsight that may be issued upon conversion, redemption or exchange of or otherwise with respect to any outstanding shares of preferred stock of TekInsight, BugSolver.Com, Inc. or any other cxxxxxx xxxx xas a Subsidiary of TekInsight at the time of issuance of such shares ,plus the following shares underlying those convertible notes issued in connection with the 2001 Bridge Financing: 604,000 shares issued based upon an indebtedness to equity conversion ratio of $1.75 and 411,765 shares issued based upon an indebtedness to equity conversion ratio of $1.
Initial Merger Consideration. Subject to the conditions to Closing set forth herein, at the Effective Time, Seller shall receive the shares of Parent Common Stock (the “Initial Merger Consideration”) allocated to Seller on the Allocation Schedule (as updated in accordance with the terms hereof) under the heading “Closing Shares”.
Initial Merger Consideration. Ninety percent (90%) of the Initial Payment (the “Initial Merger Consideration”), composed of ninety percent (90%) of the Stock Payment and ninety percent (90%) of the Initial Cash Payment (and including ninety percent (90%) of the Escrow Amount deposited with the Escrow Agent and ninety percent (90%) of the Representative Expense Fund delivered to the Shareholders Representative), shall constitute merger consideration and shall be paid to the Holders entitled to share in such payment as provided in Section 3.7.
Initial Merger Consideration. 10.02(a)(xvii) Initial Public Disclosure........................... 6.07
