Common use of Pre-Closing Estimate Clause in Contracts

Pre-Closing Estimate. (a) At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent a statement (the “Company Closing Statement”) setting forth in reasonable detail the Company’s good faith determination of the Estimated Net Adjustment, which Company Closing Statement shall include a presentation of the Company’s calculations of the Estimated Net Adjustment and the estimated amount of the items comprising the Estimated Net Adjustment: Closing Cash, Closing Working Capital, Retained Sale Leaseback Proceeds, Closing Indebtedness, Company Transaction Expenses that have been incurred but not paid prior to the Effective Time (disregarding any payment made pursuant to Section 3.4), Cap Ex Cash, Company Reorg Expenses, Company Closing Bonuses and Management Bonuses, all as of immediately prior to the Effective Time. The Company shall prepare the Company Closing Statement and all of the calculations set forth therein in accordance with IFRS applied on a basis consistent with the Company’s past practices, in accordance with the specific methodologies set forth on Exhibit A and in good faith. Parent and its Representatives shall be provided reasonable access during normal business hours to the books and records, personnel and advisors of the Company to the extent required in connection with review of the Estimated Net Adjustment calculation, including the Company’s work papers underlying or utilized in preparing the estimates and calculations used to determine the Estimated Net Adjustment, and the Company shall in good faith take into consideration any comments to the Company Closing Statement made by Parent. If the Estimated Net Adjustment is a positive number, the Closing Cash Amount shall be increased by such amount. If the Estimated Net Adjustment is a negative number, the Closing Cash Amount shall be decreased by such amount.

Pre-Closing Estimate. (a) At least five (5) Business Days prior to the Closing Date, the Company Seller shall prepare and deliver to Parent Buyer a statement (the “Company Proposed Estimated Closing Statement”), consisting of (i) setting forth an estimated consolidated and combined balance sheet of the Transferred Companies as of the Closing Balance Sheet Date (giving effect to the Restructuring and the other transactions contemplated hereby to occur at or before the Closing (other than the sale and purchase of the Shares)), prepared on the basis of the most recently available month-end balance sheets for the Transferred Companies (with the information in such balance sheets revised to reflect changes since the date of such balance sheets), (ii) an estimated calculation in reasonable detail of the Company’s Closing Date Tangible Book Value derived from such balance sheet and (iii) a calculation of the amount payable pursuant to Section 1.2(b). Such balance sheet shall be in substantially the format of, and include the line items set forth in, the sample balance sheet attached hereto as Exhibit A (the “Sample Balance Sheet”). Seller shall give Buyer a reasonable opportunity to review and comment on the Proposed Estimated Closing Statement and shall provide Buyer with access to such information and personnel as Buyer may reasonably request in connection with such review and comment. Buyer shall provide any comments on the Proposed Estimated Closing Statement to Seller at least two Business Days prior to the Closing Date and the parties shall negotiate in good faith determination a resolution of any differences in the amounts stated in the Proposed Estimated Closing Statement. The Proposed Estimated Closing Statement prepared by Seller, as revised to reflect any revisions thereto agreed to by the parties, shall be the “Estimated Closing Statement,” and the calculation of the Closing Date Tangible Book Value set forth therein shall be the “Estimated Net AdjustmentClosing Date Tangible Book Value,” it being understood that if any differences between Seller and Buyer as to the Proposed Estimated Closing Statement are not resolved by the Closing Date, which Company the Proposed Estimated Closing Statement prepared by Seller in good faith and revised by Seller to reflect any revisions thereto agreed to by the parties, but not any of Buyer’s comments not agreed to by Seller, shall be the Estimated Closing Statement. The Estimated Closing Statement shall include a presentation of the Company’s calculations of the Estimated Net Adjustment and the estimated amount of the items comprising the Estimated Net Adjustment: Closing Cash, Closing Working Capital, Retained Sale Leaseback Proceeds, Closing Indebtedness, Company Transaction Expenses that have been incurred but not paid prior to the Effective Time (disregarding any payment made pursuant to Section 3.4), Cap Ex Cash, Company Reorg Expenses, Company Closing Bonuses and Management Bonuses, all as of immediately prior to the Effective Time. The Company shall prepare the Company Closing Statement and all of the calculations set forth therein in accordance with IFRS applied on a basis consistent with the Company’s past practices, be prepared in accordance with the specific accounting principles, practices and methodologies set forth on Exhibit A and in good faith. Parent and its Representatives shall be provided reasonable access during normal business hours to Schedule 1.4 (the books and records, personnel and advisors of the Company to the extent required in connection with review of the Estimated Net Adjustment calculation, including the Company’s work papers underlying or utilized in preparing the estimates and calculations used to determine the Estimated Net Adjustment, and the Company shall in good faith take into consideration any comments to the Company Closing Statement made by Parent. If the Estimated Net Adjustment is a positive number, the Closing Cash Amount shall be increased by such amount. If the Estimated Net Adjustment is a negative number, the Closing Cash Amount shall be decreased by such amount“Applicable Accounting Principles”).

Pre-Closing Estimate. (a) At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent a statement (the “Company Closing Statement”) setting forth in reasonable detail the Company’s good faith determination estimate of the Net Adjustment (the “Estimated Net Adjustment”), which Company Closing Statement shall include a presentation of the Company’s calculations of the Estimated Net Adjustment and the estimated amount of the items comprising the Estimated Net Adjustment: Closing Cash, Closing Working Capital, Retained Sale Leaseback Proceeds, Closing Indebtedness, Company Transaction Expenses that have been incurred but not paid prior to the Effective Time (disregarding any payment made pursuant to Section 3.4), Cap Ex Cash, Company Reorg Expenses, Company Closing Bonuses and Management Bonusesthe Option Value, all as of immediately prior to the Effective Time. The Company shall prepare the Company Closing Statement and all of the calculations set forth therein in accordance with IFRS applied on a basis consistent with the Company’s past practices, in accordance with the specific methodologies set forth on Exhibit A C and in good faith. The Estimated Net Adjustment and Estimated Closing Merger Consideration shall be subject to adjustment as set forth in Section 3.6. Parent and its Representatives shall be provided reasonable access during normal business hours to the books and records, personnel and advisors of the Company to the extent required in connection with review of the Estimated Net Adjustment calculation, including the Company’s work papers underlying or utilized in preparing the estimates and calculations used to determine the Estimated Net Adjustment, and the Company shall in good faith take into consideration any comments to the Company Closing Statement made by Parent. If the Estimated Net Adjustment is a positive number, the Closing Cash Amount number of Subordinate Shares to be issued to the Participating Securityholders at the Closing, subject to Section 3.4(a) shall be increased by such amounta number of Subordinate Shares having a Closing Share Value equal to the Estimated Net Adjustment. If the Estimated Net Adjustment is a negative number, the Closing Cash Amount number of Subordinate Shares issued to the Participating Securityholders at the Closing, subject to Section 3.4(a), shall be decreased reduced by such amounta number of Subordinate Shares having a Closing Share Value equal to the Estimated Net Adjustment (reflected as a positive number).

Pre-Closing Estimate. Not fewer than two (a) At least five (52) Business Days prior to the Closing DateClosing, the Company shall deliver to Parent Purchaser a statement worksheet (the “Company Pre-Closing StatementCalculation”) setting forth in reasonable detail the Company’s good faith determination estimate of the Estimated Net AdjustmentMerger Consideration, which Company Closing Statement shall include including a presentation of the Company’s calculations of the Estimated Net Adjustment and the estimated amount of the items comprising the Estimated Net Adjustment: Closing Cash, good faith estimates of Closing Working Capital, Retained Sale Leaseback ProceedsClosing Cash, Closing Company Indebtedness, the Government Loan Amount, the Alfa Bank Debt Amount and Company Transaction Expenses that have been incurred but not paid prior to the Effective Time (disregarding any payment made pursuant to Section 3.4), Cap Ex Cash, Company Reorg Expenses, Company Closing Bonuses and Management Bonuses, all as of immediately prior the Closing Date (the “Estimated Merger Consideration”). Purchaser shall have the opportunity to review the Effective TimePreliminary Closing Statement and the materials and information used by the Company in preparing the Pre-Closing Calculation, and the Company shall discuss in good faith any modifications thereto proposed by Purchaser. The Company shall prepare the Company Pre-Closing Statement and all Calculation (including the determinations of the calculations set forth therein each item included therein) in accordance with IFRS applied on a basis consistent Section 3.10(e). In connection, and simultaneously, with the Companydelivery of the Pre-Closing Calculation, the Company shall deliver to Purchaser and the Paying Agent a copy of Exhibit D (the “Allocation Statement”) that reflects, among other things, as of the Closing, disbursements, and allocation of, the Estimated Merger Consideration among the Company Securityholders as contemplated by Section 2.4 and a calculation of each Company Securityholder’s past practices, in accordance with Pro Rata Share based upon the specific methodologies set distribution of the Estimated Merger Consideration. The Allocation Statement accurately sets forth on Exhibit A and in good faith. Parent and its Representatives shall be provided reasonable access during normal business hours the amount of the Estimated Merger Consideration that is payable to the books and records, personnel and advisors each of the Company to the extent required in connection with review Securityholders as a result of the Estimated Net Adjustment calculation, including the Company’s work papers underlying or utilized in preparing the estimates and calculations used to determine the Estimated Net Adjustment, Merger and the termination and cancellation pursuant to Section 2.4 of this Agreement of such Company Securityholder’s Common Stock, Preferred Stock or Options, as applicable. The Allocation Statement also accurately sets forth each Company Securityholder’s Pro Rata Share of any Post-Closing Payments. Other than as set forth in the Allocation Statement, no Company Securityholder shall in good faith take into consideration have the right to receive any comments to payments from Purchaser, Merger Sub, the Company Closing Statement made by Parent. If or any Company Subsidiary pursuant to this Agreement or as a result of the Estimated Net Adjustment is a positive number, the Closing Cash Amount shall be increased by such amount. If the Estimated Net Adjustment is a negative number, the Closing Cash Amount shall be decreased by such amountMerger.