Post-Closing Adjustment to Merger Consideration. As soon as ----------------------------------------------- practicable following the Closing Date (but in no event more than 30 days after the Closing Date), the Buyer shall prepare a final balance sheet of the Company as of the date hereof (the "Final Closing Balance Sheet"). In the event that the amount of stockholders' equity calculated on an accrual basis for a Subchapter S corporation in conformity with GAAP and reflected on the Final Closing Balance Sheet exceeds $1,100,000, the Buyer shall pay to the Holders of the Company the amount of such excess. Such amount per Converted Share shall be paid to each Holder in cash, or at the election of the Holder, in Buyer Common Shares, as calculated pro rata based upon the number of Converted Shares held by such Holder and, in the case of a payment in Buyer Common Shares, a value per share of $6.25. In the event that the amount of stockholders' equity calculated in conformity with GAAP and reflected on the Final Closing Balance Sheet is less than $850,000, each Holder of Converted Shares of the Company shall pay his pro rata portion of such deficiency calculated based upon the percentage of the outstanding Converted Shares owned by such Holder immediately prior to the Effective Time. Payment by any Party pursuant to this Section 2.12 shall be made not later than 45 days after the Closing Date.
Post-Closing Adjustment to Merger Consideration. Upon the final determination of the CMS Reconciliation Payment Amount pursuant to this Section 2.12, the Merger Consideration shall be adjusted as follows: (a) if the CMS Reconciliation Payment Amount is a positive number, then the Merger Consideration shall be increased on a dollar for dollar basis by the CMS Reconciliation Payment Amount and (b) if the CMS Reconciliation Payment Amount is a negative number, then the Merger Consideration shall be decreased on a dollar for dollar basis by the CMS Reconciliation Payment Amount. If the CMS Reconciliation Payment Amount is zero, the Merger Consideration shall not be adjusted pursuant to this Section 2.12. If the adjustments pursuant to this Section 2.12 result in an increase in the Merger Consideration, Parent shall pay to each Person who received the Initial Merger Consideration its pro rata share of such increase in accordance with Section 2.12(e) below. If the adjustments pursuant to this Section 2.12 result in a reduction in the Merger Consideration, the Indemnifying Members shall be severally obligated to pay to Parent their respective Indemnification Percentage of such decrease in accordance with Section 2.12(e) below. Payments made pursuant to this Section 2.12 shall not be subject to any right of setoff.
Post-Closing Adjustment to Merger Consideration. (a) Within 90 days after the Closing Date, the Buyer shall prepare and deliver to the Equityholder Representative a statement (the “Closing Statement”) setting forth in reasonable detail the Buyer’s good faith calculation of (i) the amount of Cash and Cash Equivalents (the “Final Closing Cash”), (ii) the amount of Closing Company Indebtedness (the “Final Closing Company Indebtedness”), (iii) the amount of Specified Capital Expenditures (the “Final Specified Capital Expenditures”) and (iv) the Merger Consideration, in each case prepared in accordance with the definitions thereof and GAAP and including reasonably detailed calculations of the components thereof to enable a review thereof by the Equityholder Representative.
Post-Closing Adjustment to Merger Consideration. (a) Company Pre-Closing Estimates. At least five Business Days prior to the Closing Date, the Company shall deliver to Parent a statement setting forth the Company’s good faith calculation of an estimate of (i) the Net Working Capital of the Company as of the Closing (the “Estimated Closing Net Working Capital”), (ii) the Indebtedness of the Company as of immediately prior to the Effective Time (the “Estimated Indebtedness”) and (iii) the New Investment Adjustment Amount as of immediately prior to the Effective Time (the “Estimated New Investment Adjustment Amount”) (such statement being, the “Estimated Closing Statement”). The Estimated Closing Net Working Capital shall be calculated in accordance with United States generally accepted accounting principles (“GAAP”) applied in a manner consistent with accounting principles, policies, methodologies, practices and procedures applied in the preparation of the Annual Financial Statements and, where applicable, the accounting principles, policies, methodologies, practices and procedures set forth on Schedule 1.10(a)(i) (it being understood and agreed that in the event of a conflict between the accounting principles, policies, methodologies, practices and procedures applied in the preparation of the Annual Financial Statements and the accounting principles, policies, methodologies, practices and procedures set forth on Schedule 1.10(a)(i), the accounting principles, policies, methodologies, practices and procedures set forth on Schedule 1.10(a)(i) shall supersede, govern and control). The items comprising the Estimated Indebtedness and the Estimated New Investment Adjustment Amount as of the date hereof are set forth on Schedule 1.10(a)(ii). Following Parent’s receipt of the Estimated Closing Statement, the Company shall afford Parent reasonable access to copies of the working papers of the Company prepared or used in connection with the Company’s preparation of the Estimated Closing Statement. Parent shall have an opportunity to review with the Company and object to (but not determine) all or any part of the Estimated Closing Statement, such review to be reasonably prompt and any objection to be reasonable and in good faith. In the event that Parent shall object to any portion of the Estimated Closing Statement, Parent and the Company shall discuss Parent’s objections in good faith. The Estimated Closing Statement as finally agreed upon by the Company and Parent shall be the “Agreed Estimated Closing Statement”...
Post-Closing Adjustment to Merger Consideration. (a) Promptly, but in, in any event, within 20 days after the Closing Date, Parent will prepare and deliver to Stockholders’ Representatives a calculation of Net Working Capital for the Company as of the close of business on the Closing Date (determined on a pro forma basis as though the transactions contemplated by this Agreement had not occurred and in accordance with GAAP applied on a basis consistent with the preparation of the Audited Financial Statements and the Interim Financial Statements and Schedule 2.09(a)) (the “Closing Date Working Capital”). For the purposes of this Agreement, “
Post-Closing Adjustment to Merger Consideration. (A) No later than 90 days after the Closing Date, Parent shall prepare, or cause to be prepared, and deliver to the Stockholders’ Representative an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, as applied in a manner consistent with the past practices and principles of the Company and its Subsidiaries (the “Final Closing Date Balance Sheet”) and which shall have attached to it a schedule showing the difference, if any, between the Net Working Capital shown on the Final Closing Date Balance Sheet (the “Final Net Working Capital”), the Estimated Net Working Capital and the actual amount of Excess Cash as of the end of the Closing Date. If the Net Working Capital Threshold exceeds the Final Net Working Capital by more than $750,000, then the entire amount of such excess over the Final Net Working Capital shall be referred to as the “Final Net Working Capital Decrease”. If the Final Net Working Capital exceeds the Net Working Capital Threshold by more than $750,000, then the entire amount of such excess over the Net Working Capital Threshold shall be referred to as the “Final Net Working Capital Increase”.
Post-Closing Adjustment to Merger Consideration. (a) Within 30 days after the Closing Date, MTLM will prepare and deliver to the HouTex Shareholders a draft balance sheet (the "Closing Date Balance Sheet") for HouTex as of the opening of business on the Closing Date. MTLM will prepare the Draft Closing Date Balance Sheet in accordance with GAAP. If the HouTex Shareholders have any objections to the Draft Closing Date Balance Sheet, they will deliver a detailed written statement describing their objections to MTLM within 15 days after receiving the Draft Closing Date Balance Sheet. MTLM and the HouTex Shareholders will use reasonable efforts to resolve any such objections themselves. However, if MTLM and the HouTex Shareholders do not obtain a final resolution within 10 days after MTLM has received the written statement of objections from the HouTex Shareholders, MTLM and the HouTex Shareholders will select an accounting firm, mutually acceptable to them to resolve any remaining objections. If MTLM and the HouTex Shareholders are unable to agree on the choice of an accounting firm, they will select a "Big Six" accounting firm by lot (after excluding their respective outside accounting firms). The determination of any accounting firm so selected will be set forth in writing and will be conclusive and binding upon the parties. MTLM will revise the Draft Closing Date Balance Sheet as appropriate to reflect the resolution of any objections thereto pursuant to this Section 1.4.
Post-Closing Adjustment to Merger Consideration. (a) Within fifteen (15) Business Days after the Closing, Purchaser shall deliver to the Representatives its calculation of Target's Adjusted Net Book Value as of the Closing Date (the "FINAL ADJUSTED NET BOOK VALUE") and related supporting documentation. Within fifteen (15) Business Days after their receipt of Purchaser's Final Adjusted Net Book Value calculation, the Representatives shall have the right to object in writing thereto, setting forth a specific description of their objections. If the Representatives do not so object during such period, they shall be deemed to have agreed, for and on behalf of the Stockholders, to Purchaser's Final Adjusted Net Book Value calculation. If the Representatives do object to Purchaser's calculation of Target's Final Adjusted Net Book Value and Purchaser and the Representatives cannot mutually agree on the Final Adjusted Net Book Value calculation within ten (10) Business Days of Purchaser's receipt of the Representatives' objection, the dispute shall be promptly submitted to the Independent Firm. The Independent Firm shall be directed to resolve such dispute within twenty (20) Business Days after submission of the dispute by Purchaser and the Representatives. The decision of the Independent Firm shall be final and binding upon the Stockholders and Purchaser, and the Independent Firm's fees, costs and expenses ("ESCROW EXPENSES") shall be paid by Purchaser but shall be borne pro rata by the Stockholders (through the Escrow Agreement) and Purchaser based on the relative amounts by which the Representatives' (on behalf of the Stockholders) and Purchaser's respective calculations of the Final Adjusted Net Book Value vary from that of the Independent Firm.
Post-Closing Adjustment to Merger Consideration. Following the Closing, the Merger Consideration shall be subject to adjustment as provided in Exhibit A.
Post-Closing Adjustment to Merger Consideration. (a) For purposes of this Section 1.11, Net Working Capital (which may be positive or negative), shall mean as of any date, the excess of the current assets of the Company and its Subsidiaries on a consolidated basis over the current liabilities of the Company and its Subsidiaries on a consolidated basis prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied in a manner consistent with the accounting principles applied in the preparation of the Annual Financial Statements (as hereinafter defined) of the Company and its Subsidiaries, provided, however, that the following adjustment to current assets and current liabilities shall be made: (i) current assets of the Company and its Subsidiaries shall exclude deferred Tax assets, in each case as reflected on the consolidated balance sheet of the Company and its Subsidiaries, (ii) current liabilities shall include any Tax liabilities related to the acceleration or exercise of any Company Options or the Comerica Warrants related to the consummation of the transactions contemplated by this Agreement and exclude any deferred Tax liabilities of the Company or any of its Subsidiaries and (iii) the calculation shall not include any Indebtedness.
