Examples of Merger Consideration Statement in a sentence
The Merger Consideration Statement is true and correct in all respects.
The Company shall have delivered to Parent the Merger Consideration Statement at least two business days prior to the Closing Date.
The Payoff Letters and the Transaction Expense Invoices will be attached to the Closing Merger Consideration Statement.
The Proposed Merger Consideration Statement and the determinations and calculations contained therein shall be prepared in a manner consistent with this Agreement, including the definitions of the terms Net Working Capital, Net Proceeds and Fully Diluted Share Count.
Any determination set forth in the Final Merger Consideration Statement that is not specifically objected to in the Statement of Objection (or, if no Statement of Objection is delivered prior to the expiration of thetwenty (20) Business Day period following the date of delivery of the Final Merger Consideration Statement, the full Final Merger Consideration Statement) shall be deemed acceptable and shall be final and binding upon the Parties.
During the Review Period, Purchaser shall provide Stockholders’ Agent and its representatives reasonable access to the records, properties, and personnel relating to the preparation of the Closing Merger Consideration Statement and shall cause its personnel to reasonably cooperate with Stockholders’ Agent in connection with its review of the Closing Merger Consideration Statement.
In the event that Stockholders’ Agent objects to all or any portion of the Closing Merger Consideration Statement within the Review Period, Purchaser and Stockholders’ Agent shall promptly meet and in good faith attempt to resolve such objections.
In no event shall the Arbiter’s determination result in the Final Aggregate Merger Consideration being less than that set forth in the Final Merger Consideration Statement or greater than that set forth in the Statement of Objection.
Parent shall provide the Shareholders’ Representative copies of all backup and work papers in connection with Parent’s calculation of the Final Aggregate Merger Consideration (other than documents protected from disclosure by attorney client privileges or similar privileges) as well as access to any books and records of the Company reasonably requested by the Shareholders’ Representative in connection with the Shareholders’ Representative’s review of the Final Merger Consideration Statement.
All accounts, notes receivable and other receivables arising out of or relating to the Business as of the Balance Sheet Date have been included in the Balance Sheet, and all accounts, notes receivable and other receivables arising out of or relating to the Business as of the Closing Date will be included in the Closing Merger Consideration Statement, in accordance with GAAP applied on a consistent basis.