Merger Consideration Calculation. (a) No later than fifteen (15) days following the IPO Closing Date, the Company shall provide to the Chief Accounting Officer of RW (the "CAO") a determination of the fair market value (as defined) of its inventory, machinery, equipment and real estate (the "Valued Assets") as of the IPO Closing Date. Within seven (7) days of such date, the CAO shall distribute to every Founding Company the value of the Valued Assets of every Founding Company. The Company shall have seven (7) days from the date of the distribution of such valuation to dispute the value of the Valued Assets of any Founding Company by providing written notice of such dispute to the CAO. If the CAO is unable to resolve any such dispute, the dispute shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, which arbitration shall be resolved no later than thirty (30) days from selection of the arbitrator. The arbitrator shall be selected by the CAO. (b) Arthxx Xxxexxxx xx, if not Arthxx Xxxexxxx, xxe Company's accountant, shall cause to be prepared and delivered to RW and the Company a calculation as of the IPO Closing Date of the Defined Net Worth of the Company (the "Balance Sheet Calculation"). The Balance Sheet Calculation shall be final and binding on the Company and the Other Founding Companies absent fraud, manifest error or gross negligence. (c) The Balance Sheet Calculation shall include a report of Arthxx Xxxexxxx xx, if not Arthxx Xxxexxxx, xxe Company's accountant, stating that it has been prepared in a manner consistent with the accounting policies and procedures used in preparation of the balance sheets in the Initial Financial Statements, except as provided in the definition of "Defined Net Worth" contained herein. The Stockholders shall give Arthxx Xxxexxxx xxx other appropriate personnel such assistance and access to the assets and books and records of the Company as Arthxx Xxxexxxx xxxll reasonably request during normal business hours in order to enable them to prepare the Balance Sheet Calculation. The Surviving Corporation shall be responsible for the fees and expenses of Arthxx Xxxexxxx xx, if not Arthxx Xxxexxxx xxx Company's accountant.
Appears in 21 contracts
Samples: Agreement and Plan of Reorganization (Railworks Corp), Agreement and Plan of Reorganization (Railworks Corp), Agreement and Plan of Reorganization (Railworks Corp)
