Post-Closing Merger Consideration Adjustment. Following the Closing Date, the Merger Consideration will be adjusted, if at all, as set forth below:
Post-Closing Merger Consideration Adjustment. (a) Within sixty (60) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to the Stockholders’ Representative a statement (the “Closing Statement”) setting forth the Net Working Capital, the Net Funded Indebtedness, the Transaction Related Expenses (to the extent not paid by the Company or any of its Affiliates prior to the Closing) (except for any such Transaction Related Expenses reimbursable by Buyer pursuant to this Agreement (including Section 5.2 and Section 12.7)), the Excess Load-In Charge, and the components thereof. The Closing Statement and the Net Working Capital, the Net Funded Indebtedness, Transaction Related Expenses (to the extent not paid by the Company or any of its Affiliates prior to the Closing) (except for any such Transaction Related Expenses reimbursable by Buyer pursuant to this Agreement (including Section 5.2 and Section 12.7)) and Excess Load-In Charge set forth therein shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the applicable definitions thereof and shall be in the same form and include the same line items as the Estimated Net Working Capital calculation, the Estimated Net Funded Indebtedness calculation, the Estimated Transaction Related Expenses calculation and the Estimated Excess Load-In Charge calculation. If the Closing Statement is not so timely delivered, the Estimated Net Working Capital, the Estimated Net Funded Indebtedness, Estimated Transaction Related Expenses and Estimated Excess Load-In Charge will be deemed Final Net Working Capital, Final Net Funded Indebtedness, Final Transaction Related Expenses, and Final Excess Load-In Charge respectively, absent manifest error or fraud.
Post-Closing Merger Consideration Adjustment. Following the Closing Date, the Merger Consideration will be adjusted, if at all, dollar-for-dollar as set forth below:
Post-Closing Merger Consideration Adjustment. The Merger Consideration shall be adjusted, upwards or downwards, as follows:
Post-Closing Merger Consideration Adjustment. (a) Promptly following the Closing Date (but in any event within ninety (90) days after the Closing Date), I RET, at its expense, shall cause to be prepared and delivered to the Shareholders a certification (the "Closing Certificate") prepared by the Auditor. The Closing Certificate shall include:
Post-Closing Merger Consideration Adjustment. (i) Within sixty (60) days after the Closing Date, the Stockholders shall prepare and deliver to Acquiror an update of the Estimated Closing Net Debt Statement (the “Post-Closing Net Debt Statement”) setting forth the Net Debt of the Companies and the Designated Subsidiaries (presented as if they were one consolidated entity as of immediately following Closing) as of 11:59 p.m (EST) on the Business Day immediately prior to the Closing Date (Net Debt, as it may be adjusted pursuant to this Section 2(e), the “Final Closing Net Debt”). Without limiting any other rights and remedies that may be applicable, in the event of a breach of any covenant set forth in clause (y) of Section 5(a)(i) that would otherwise reduce the Final Closing Net Debt as of such day, the Final Closing Net Debt shall be calculated as though such breach had not occurred. Acquiror agrees to provide the Stockholders and their representatives with reasonable access to the properties and books and records of each of Surviving Entities and the Designated Subsidiaries and the personnel responsible therefor or otherwise involved in the preparation thereof and otherwise to cooperate with the Stockholders and their representatives as they may reasonably request in connection with the preparation of the Post-Closing Net Debt Statement.
Post-Closing Merger Consideration Adjustment. The parties agree that, after review, calculation, discussion and final agreement of the Actual Closing Balance Sheet, Actual Cash, Actual Indebtedness, Actual Transaction Expenses (including, without limitation, all employment-related Taxes) and Actual Working Capital, that Parent is entitled to receive an aggregate of $241,817.43 (as may be adjusted downward prior to payment pursuant to Section 4 of this Amendment, the “Claim Amount”) pursuant to Section 1.11(e)(ii) of the Agreement. Notwithstanding Section 1.11(e)(ii) of the Agreement, the Claim Amount will be satisfied on the earlier of (i) the date on which Surviving Corporation or Parent actually receives payment in full of the ERCs, or (ii) the “Maturity Date” of the Secured Promissory Note (such earlier date, the “Settlement Date”), upon the terms set forth in Sections 5 and 6 below. On the Initial Escrow Release Date, Xxxxxx agrees to prepare and execute a Joint Written Direction (to be signed by the Stockholders’ Representative) directing the Escrow Agent to release the Indemnity Escrow Fund and the entire NWC Escrow Fund to the Exchange Agent for distribution to Stockholders.
Post-Closing Merger Consideration Adjustment. The number of Buyer Shares to be delivered hereunder shall be subject to adjustment as set forth herein. The adjustment set forth in this ss.2(h) shall be calculated on the date (the "Measurement Date") that is the earlier to occur of (i) the date that is 180 days after the Closing Date, if the Buyer has not 14 20 consummated an initial public offering of its common stock within such 180-day period and (ii) the date that is 180 days after the expiration of the restrictions on transfer in the Lock-Up Agreement, if the Buyer shall have consummated an initial public offering of its common stock within 180 days after the Closing Date. On the Measurement Date, the Buyer and the Stockholder Representatives shall calculate the average of the closing share prices (the "Post-Closing Average") of the Buyer common stock for the thirty (30) trading day period ended on the last trading day immediately prior to the Measurement Date. If the Post-Closing Average is $12.00 per share or higher, there shall be no adjustment to the number of Buyer Shares to be delivered as part of the Merger Consideration hereunder. If the Post-Closing Average is less than $9.00 per share, the Buyer shall deliver to the Stockholder Representatives for distribution to the Stockholders an additional 1,670,000 Buyer Shares. If the Post-Closing Average is equal to or higher than $9.00 per share, and lower than $12.00 per share, the Buyer shall deliver to the Stockholder Representatives for distribution to the Stockholders, a number of additional Buyer Shares equal to (A) the quotient obtained by dividing $60,000,000 by the Post-Closing Average, minus (B) 5,000,000. The number of Buyer Shares to be delivered as set forth in this ss.2(h) shall be reduced by the same pro rata portion that the Merger Consideration was reduced pursuant to ss.2(d)(vi). The Buyer shall issue 1,670,000 Buyer Shares into escrow on the Closing Date (the "Additional Buyer Shares") which shall be released to the Buyer or the Stockholders' Representatives, as appropriate, promptly following the Measurement Date. The Buyer shall not be entitled to set off against any additional Buyer Shares to be delivered hereunder any amounts claimed by the Buyer to be owed under ss.8 hereof or otherwise.
Post-Closing Merger Consideration Adjustment. (a) As soon as practicable, but in no event more than one hundred and twenty (120) days following the Closing Date, the Surviving Corporation shall prepare and deliver to the Stockholders’ Representative a statement (the “Initial Closing Statement”) setting forth (i) Parent and Surviving Corporation’s reasonable, good faith determination of the Working Capital as of the close of business on the Closing Date (the “Closing Date Working Capital”), (ii) Parent and Surviving Corporation’s reasonable, good faith determination of all Cash of the Company, as of the close of business on the Closing Date (the “Closing Date Cash”), (iii) Parent and Surviving Corporation’s reasonable, good faith determination of all Indebtedness of the Company, as of the close of business on the Closing Date (the “Closing Date Indebtedness”), (iv) an unaudited, consolidated balance sheet of the Company as of the Closing Date (the “Closing Balance Sheet”), (v) all Transaction Expenses (the “Closing Date Transaction Expenses”) and (vi) the Surviving Corporation’s reasonable, good faith calculation of the Merger Consideration in accordance with Section 1.9. The Initial Closing Statement (including the Closing Date Working Capital, the Closing Date Cash, the Closing Date Indebtedness, the Closing Balance Sheet and the Closing Date Transaction Expenses) shall be prepared and calculated reasonable and in good faith in accordance with GAAP (and, to the extent not inconsistent with GAAP, using the same accounting policies, principles, methodologies and preparations as the Audited Financials) or as otherwise expressly provided in the applicable definitions of this Agreement and Exhibits, without giving effect to the Contemplated Transactions (other than as relates to the calculation of Transaction Expenses).
Post-Closing Merger Consideration Adjustment. (a) Within 60 days after the Closing Date, PetroQuest will prepare and deliver or cause to be prepared and delivered to the Members a balance sheet of the Company as of the close of business on December 31, 2004 audited by Ernst & Young LLP (the “Final Reference Balance Sheet”) and an unaudited proposed statement of Net Working Capital as of December 31, 2004 prepared therefrom (the “Statement”), in each case, without giving effect to the transactions described in this Agreement to be consummated at the Closing. The Final Reference Balance Sheet and the Statement (i) will reflect the financial position of the Company and the components and calculation of the Net Working Capital as of December 31, 2004, and (ii) will be prepared and determined as of December 31, 2004 and on a basis consistent with this Agreement and GAAP. The Net Working Capital as of December 31, 2004 determined in accordance with this Section 3.2 is referred to herein as the “Final Reference Working Capital Balance.”
