Tangible Book Value Adjustment. The Merger Consideration shall be subject to an adjustment as follows:
Tangible Book Value Adjustment. (a) Within 45 days after the Closing Date, Buyer will deliver to the Shareholders’ Representative an unaudited statement of Tangible Book Value (the “Closing Statement”) of the Company as of the Closing. The Closing Statement will be prepared in accordance with GAAP (except for the absence of footnotes) and on a basis consistent with and utilizing the same principles, practices, and policies as those used in preparing the Most Recent Financial Statements (except that the Closing Statement shall include all year-end adjustments or the appropriate pro rata portion thereof). The Closing Statement will set forth Tangible Book Value (the “Closing Tangible Book Value”) as of the Closing, as derived from the Closing Statement. If the Shareholders’ Representative disagrees with the calculation of Closing Tangible Book Value, the Shareholders’ Representative must, within 30 days after receipt of the Closing Statement, deliver a notice (an “Objection Notice”) to Buyer setting forth the Shareholders’ Representative’s calculation of the amount of Closing Tangible Book Value. If requested by the Shareholders’ Representative, Buyer will provide to the Shareholders’ Representative copies of all relevant documentation used in its calculation, if any. If the Shareholders’ Representative does not deliver the Objection Notice to Buyer within 30 days after receipt by the Shareholders’ Representative of the Closing Statement, the Closing Tangible Book Value will be conclusively presumed to be true and correct in all respects and will be final and binding upon the parties. The Shareholders’ Representative and Buyer will use their respective commercially reasonable efforts to resolve any disagreements as to the computation of the Closing Tangible Book Value, but if they do not obtain a final resolution within 60 days after Buyer’s receipt of the Objection Notice, then all amounts remaining in dispute shall be submitted to the Referee; provided, however, to the extent agreed upon by the Shareholders’ Representative and Buyer, the 60-day period set forth in the immediately preceding sentence may be extended. Buyer and the Shareholders’ Representative will direct the Referee to render a determination within 45 days of its retention, and Buyer and the Shareholders’ Representative will cooperate with the Referee during its engagement. The Referee will consider only those items and amounts set forth in the Objection Notice that Buyer and the Shareholders’ Representative are unable to ...
Tangible Book Value Adjustment
