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

• The Company Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement.

• 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.

• Each of the Parties hereby acknowledges and agrees that notwithstanding anything to the contrary set forth in the Agreement or otherwise, the Company Closing Statement and Allocation Schedule, as deemed modified by this Section 7, shall be deemed to comply in all respects with the requirements set forth in the Agreement.

• 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.

• Notwithstanding anything to the contrary set forth in the Agreement or otherwise (except as set forth in Section 6 of this Amendment), each reference to Company Closing Statement and/or Allocation Schedule, as and when used as of and/or following the date of this Amendment, shall, where applicable, be deemed to be modified by each of the elections set forth in each of the Election Notices.

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 specified in Section 1.05(a).

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

Company Closing Statement means a statement, in form and substance reasonably satisfactory to Acquiror, setting forth in reasonable detail: (i) the Company’s unaudited balance sheet as of the Closing Date immediately prior to and before giving effect to the Closing, which shall be prepared in accordance with GAAP and consistent with the internal accounting standards, policies and principles of the Company, in each case, as used in the preparation of the Company Financial Statements for fiscal year ended June 30, 2016; (ii) the Net Working Capital Amount, including an itemized list of each asset and liability reflected therein, and each other element of the Net Working Capital; (iii) the Total Closing Cash Consideration and each of the components and sub-components thereof; (iv) the Total Stock Consideration and each of the components and sub-components thereof; (iv) the Total Consideration, calculated assuming that (a) Total Earnout Consideration is equal to zero dollars ($0), and (b) Total Earnout Consideration is equal to nineteen million five-hundred thousand dollars ($19,500,000); (v) Per Share Series A-1 (Accredited) Closing Cash Consideration, Per Share Series A-1 (Accredited) Stock Consideration, the Series A-2 Liquidation Preference, the Per Share Series A-2 (Accredited) Cash Consideration, Per Share Series A-2 (Accredited) Stock Consideration, the Per KERP Unit Consideration, the Per KERP Unit (Accredited) Cash Consideration, the Per KERP Unit (Accredited) Stock Consideration, the Company Board Plan Awards, the Company Board Plan Award (Accredited) Cash Consideration, and the Company Board Plan Award (Accredited) Stock Consideration, and the Per Share Total Earnout Consideration (calculated assuming that Total Earnout Consideration is equal to nineteen million five-hundred thousand dollars ($19,500,000)); (vi) the Series A-1 Liquidation Preference, the Series A-2 Liquidation Preference, the Series A-1 Aggregate Liquidation Preference, the Series A-2 Aggregate Liquidation Preference, and Second Priority Residual Amount; (vii) each Company Board Plan Participant and the number of fiscal year quarters that such Person has served as a member of the Company Board as of immediately prior to the Closing; (viii) the Unaccredited Ratio, the Accredited Cash Ratio, the Accredited Stock Ratio, and the Second Priority Residual Ratio; (ix) the Escrow Cash and the Escrow Stock; and (x) all Transaction Expenses (except to the extent such Transaction Expense is a Listed Transaction Expense...