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.
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)
