Company Closing Statement definition

Company Closing Statement has the meaning specified in Section 3.04(b).

Company Closing Statement has the meaning set forth in Section 1.11(a).

Company Closing Statement shall have the meaning set forth in Section 4B.

Examples of Company Closing Statement in a sentence

• Following the delivery of the Estimated Company Closing Statement, Trimble shall make its representatives reasonably available to AGCO to discuss the calculations contained in the Estimated Company Closing Statement, and the Parties shall consider in good faith the other Party’s comments to the Estimated Company Closing Statement.

• If any adjustments are made to the Estimated Company Closing Statement by Trimble following the good faith discussion of the Parties prior to the Closing, such adjusted Estimated Company Closing Statement shall thereafter become the Estimated Company Closing Statement for all purposes of this Section 2.7.

• Immediately upon the crediting of the Cash Consideration, on the bank account or bank accounts designated by Bosch, Bosch shall notify the acting notary of the Cash Consideration Closing in writing, providing a copy of the Company Closing Statement and account statements showing the crediting of the Cash Consideration.

• The Company Closing Statement and the Mountain Closing Statement shall include the respective amounts and wire transfer instructions for the payment thereof.

• The Company, upon delivery of the Company Closing Statement, shall also deliver to Acquiror a detailed itemization of the components and calculations made thereof, with all underlying documentation and workpapers supporting the calculations thereof reasonably sufficient for Acquiror to validate the Company’s computations of the amounts set forth therein (including, in the case of Company Transaction Expenses, invoices).

More Definitions of Company Closing Statement

Company Closing Statement shall have the meaning set forth in Section 1.13(b).

Company Closing Statement means the statement attached hereto as Schedule 1.2(e) setting forth the Company’s good faith estimates of (i) the Cash Consideration (the “Estimated Cash Consideration”), (ii) the Working Capital Adjustment, if any, which shall include only the Closing VMware AR in the Closing Accounts Receivable for the purposes of such calculation (the “Estimated Working Capital Adjustment”) and (iii) all Unpaid Liabilities (the “Estimated Unpaid Liabilities”), which shall be broken out by category as specified in the definition thereof and shall be accompanied by reasonably detailed schedules indicating the calculation of the Estimated Cash Consideration, the Estimated Working Capital Adjustment and the Estimated Unpaid Liabilities. The Company Closing Statement will be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the date hereof.

Company Closing Statement has the meaning specified in Section 1.3.3(a) of this Agreement.

Company Closing Statement. Section 1.2(b)

Company Closing Statement has the meaning set forth in Section 3.3(a). “Company Counsel” has the meaning set forth in Section 7.7(b).

Company Closing Statement has the meaning assigned to it in Section 2.10(a).

Company Closing Statement means a statement setting forth (a) the Company’s unaudited balance sheet as of the Closing Date before giving effect to the Closing, which shall be prepared in accordance with GAAP consistently applied through the periods indicated and consistently with the Company Financial Statements, (b) the amount of Company Net Working Capital, including an itemized list of each asset and liability class reflected therein, and each other element of the Company Net Working Capital, (c) the Company Net Working Capital Shortfall, if any, (d) Closing Company Debt, (e) the amounts to be paid to each Change of Control Plan Participant pursuant to the Change of Control Plan and such Change of Control Plan Participant’s Participation Agreement, (f) Transaction Expenses to the extent not paid by the Company prior to, or concurrently with, the Closing, (g) the amount of MergerTech Fees, (h) Change in Control Payments to the extent not paid by the Company prior to, or concurrently with, the Closing, and (i) the Closing Date ARR by customer. The Company Closing Statement shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing Date.