Post-Closing Adjustment of Merger Consideration. (a) Within sixty (60) days after the Closing Date, the Surviving Corporation shall in good faith prepare and deliver to the Equityholder Representative (on behalf of the Sellers) a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Company and its Subsidiaries, as of the Measurement Time (the “Closing Balance Sheet”) in accordance with the sample calculation worksheet set forth in Schedule 2.9 and (ii) a calculation of the actual (A) Net Working Capital (the “Closing Net Working Capital”), (B) Indebtedness (the “Closing Indebtedness”), (C) Cash (the “Closing Cash”), and (D) unpaid Transaction Expenses (the “Closing Transaction Expenses”), in each case, as of the Measurement Time before giving effect to the payments contemplated herein, and (iii) on the basis of the foregoing, a calculation of the Merger Consideration.
Post-Closing Adjustment of Merger Consideration. (a) As promptly as practicable following the Closing Date (and in any case within 30 days thereafter), VSI shall prepare and VSI's accountants shall review, at VSI's expense, a balance sheet of ETI as of the close of business on the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared in accordance with GAAP and in the same manner as the audited financial statements of ETI dated December 31, 1995 prepared by Ernst & Young, L.L.
Post-Closing Adjustment of Merger Consideration. (a) Within 90 days after the Closing Date, the Surviving Corporation shall prepare and deliver to the Stockholder Representative (on behalf of the Stockholders) a written statement (the “Final Closing Statement”) that shall include and set forth a calculation of the actual (i) Net Working Capital (the “Closing Net Working Capital”), (ii) Indebtedness (the “Closing Indebtedness”), (iii) Cash (the “Closing Cash”), and (iv) Transaction Expenses (the “Closing Transaction Expenses”) (with each of Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses determined as of immediately prior to the Closing and, except for Closing Transaction Expenses, without giving effect to the transactions contemplated herein). Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be calculated in accordance with the Applicable Accounting Principles.
Post-Closing Adjustment of Merger Consideration. (a) Within 90 days after the Closing Date, the Surviving Corporation shall prepare, or cause to be prepared, and deliver to the Seller Representative (on behalf of the Stockholders) a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Company and its Subsidiaries, as of the Determination Time (the “Closing Balance Sheet”) and (ii) a calculation of the actual (A) Net Working Capital (the “Closing Net Working Capital”), (B) Indebtedness (the “Closing Indebtedness”), (C) Cash (the “Closing Cash”), and (D) Transaction Expenses (the “Closing Transaction Expenses”) (with each of Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses determined as of the Determination Time and, except for Closing Transaction Expenses, without giving effect to the transactions contemplated herein). Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be calculated in accordance with the Applicable Accounting Principles. The Buyer shall cause the Surviving Corporation to (1) afford the Seller Representative (including its legal advisors and accountants) access to the Surviving Corporation’s books and records as and to the extent reasonably necessary for the Seller Representative to confirm the accuracy of the Final Closing Statement, (2) make available to the Seller Representative any employee of the Surviving Corporation or Buyer who was materially involved in the preparation the Final Closing Statement, and (3) provide the Seller Representative with any other documentation or information reasonably requested to confirm the Final Closing Statement.
Post-Closing Adjustment of Merger Consideration. (a) Within one hundred and eighty (180) days after the Closing Date, Parent shall prepare and deliver to the Stockholder Representative, a post-closing statement (the “Post-Closing Statement”) setting forth Parent’s calculation of the Working Capital Ratio as of the Closing Date (the “Closing Working Capital Ratio”). During the fifteen (15) day period after the Post-Closing Statement has been provided to the Stockholder Representative by Parent (the “Review Period”) the Stockholder Representative may dispute any of the items in the Post-Closing Statement by delivery of a written notice (the “Dispute Notice”) to Parent, which Dispute Notice shall provide reasonable detail concerning each item that the Stockholder Representative disputes in the Post-Closing Statement, include reasonable support for each such position, and set forth the Stockholder Representative’s determination of the Closing Working Capital Ratio. If the Stockholder Representative does not deliver to Parent a Dispute Notice prior to the expiration of the Review Period, the Company Stockholders shall be conclusively deemed to have waived any right to object to the Post-Closing Statement delivered by Parent and the Post-Closing Statement delivered by Parent shall be final, binding and conclusive upon Parent, the Company and the Company Stockholders. If the Stockholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then for a period of thirty (30) days after receipt by Parent of such Dispute Notice, Parent and the Stockholder Representative shall, acting in good faith and in a commercially reasonable manner, attempt to resolve the items disputed by the Stockholder Representative in such Dispute Notice. If Parent and the Stockholder Representative resolve all of the disputed items in such Dispute Notice during such thirty (30) day period, the Post-Closing Statement shall be revised to reflect such resolution, and as so revised shall be final, binding and conclusive upon Parent, the Company and the Company Stockholders. If the Stockholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period and Parent and the Stockholder Representative do not resolve all of the disputed items in such Dispute Notice within such thirty (30) day period, they shall jointly engage a nationally recognized accounting firm reasonably acceptable to both Parent and the Stockholder Representative (the “Independent Accountants”) (it...
Post-Closing Adjustment of Merger Consideration. (a) Estimated Net Working Capital. The Company shall, concurrently with the delivery to Parent and Merger Sub of its calculations of the Estimated Merger Consideration and Estimated Per Share Merger Consideration, cause to be prepared and delivered to Parent and Merger Sub a statement setting forth the estimated calculation of the Net Working Capital (as defined below) (the “Estimated Net Working Capital”) as of the close of business on the day immediately preceding the Closing Date. “
Post-Closing Adjustment of Merger Consideration. (a) Within 90 days after the Closing Date, the Acquiror shall prepare and deliver to the Stockholder Representative (on behalf of the Stockholders) a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Company and its Subsidiaries dated as of the Closing Date (the “Closing Balance Sheet”) and (ii) a calculation of the actual (A) Net Working Capital (the “Closing Net Working Capital”) and (B) Indebtedness (the “Closing Indebtedness”) (with each of Closing Net Working Capital and Closing Indebtedness determined as of 11:59 pm Eastern Time on the day immediately preceding the Closing Date without giving effect to the transactions contemplated herein, except for Transaction Expenses, which shall be determined as of the Closing giving effect to the transactions contemplated hereby). Closing Net Working Capital and Closing Indebtedness shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the Balance Sheet (provided that in the event of a conflict between GAAP and consistent application thereof, GAAP shall prevail), subject to such differences in accounting principles, policies and procedures as are set forth in the Sample Net Working Capital Calculation (the “Applicable Accounting Principles”).
Post-Closing Adjustment of Merger Consideration. (a) Within 90 days after the Closing Date, the Surviving Company shall prepare and deliver to the Holder Representative (on behalf of the Holders) a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Company and its Subsidiaries, including all notes thereto, dated as of the Closing Date (the “Closing Balance Sheet”), and (ii) a calculation of the actual Net Working Capital (the “Closing Net Working Capital”) (with Closing Net Working Capital determined as of the Effective Time and, except for Transaction Expenses reflected therein, without giving effect to the Transactions). Closing Net Working Capital shall be calculated in accordance with the Applicable Accounting Principles.
Post-Closing Adjustment of Merger Consideration. (a) ACTUAL BALANCE SHEET AND NET ASSET STATEMENT. Within forty-five (45) days following the Closing Date, the Surviving Corporation shall deliver to the Stockholders' Representative and the Escrow Agent an audited balance sheet of the Company and any Company Subsidiaries as of the close of business on the day immediately preceding the earlier of the Closing Date or August 1, 2000 prepared in accordance with GAAP applied in a manner consistent with the balance sheets described in Section 4.07 but without giving effect to any changes in accruals (including tax accruals with respect to the exercise or cancellation of Company Stock Options between January 1, 2000 and the Effective Time) for any items resulting from the transactions contemplated hereby (the "ACTUAL BALANCE SHEET"), and a statement (the "NET ASSET STATEMENT") that sets forth the Actual Net Asset Value, and the final calculation of the Merger Consideration. The "ACTUAL NET ASSET VALUE" shall be an amount equal to the Net Asset Value of the Company and Company Subsidiaries as reflected on the Actual Balance Sheet as determined in accordance with this Section 3.02 and shall be defined as (a) the current assets of the Company and the Company Subsidiaries, excluding (1) cash, (2) cash equivalents, (3) receivables associated with the Merrxxx Xxxcx Xxxthetic Lease, and (4) any current or deferred income or franchise tax assets, MINUS (b) the current liabilities of the Company and the Company Subsidiaries, excluding (1) the current portion of any Indebtedness, (2) accrued liabilities for construction costs associated with the Merrxxx Xxxcx Xxxthetic Lease, (3) any current or deferred income or franchise tax liabilities included in current liabilities, and (4) any accrued interest related to Indebtedness, PLUS (c) the net book value of property and equipment, PLUS (d) investments in non-subsidiaries (which shall be valued at original cost) as disclosed in SCHEDULE 3.02(a). In addition, the Actual Net Asset Value shall not take into account any Purchaser Closing Costs. The Surviving Corporation shall give the Stockholders'
Post-Closing Adjustment of Merger Consideration. The consideration payable to Securityholders pursuant to this Article 2 in respect of the Certificates, Option Surrender Agreements and other document tendered pursuant to Section 2.12 shall be subject to adjustment as follows:
