Common use of Closing Calculations Clause in Contracts

Closing Calculations. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to the SPAC a statement certified by the Company’s chief executive officer (the “Estimated Closing Statement”) setting forth a good faith calculation of the Company’s estimate of the Closing Net Indebtedness as of the Reference Time, and the resulting Exchange Consideration based on such estimates, in reasonable detail including for each component thereof, along with the amount owed to each creditor of the Company, and bank statements and other evidence reasonably necessary to confirm such calculations. Promptly upon delivering the Estimated Closing Statement to the SPAC, if requested by the SPAC, the Company will meet with the SPAC to review and discuss the Estimated Closing Statement and the Company will consider in good faith the SPAC’s comments to the Estimated Closing Statement and make any appropriate adjustments to the Estimated Closing Statement prior to the Closing, which adjusted Estimated Closing Statement, as mutually approved by the Company and the SPAC both acting reasonably and in good faith, shall thereafter become the Estimated Closing Statement for all purposes of this Agreement. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Closing Calculations. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to the SPAC Purchaser a statement certified by the Company’s chief executive officer (the “Estimated Closing Net Debt Calculation Statement”) setting forth a good faith calculation of the Company’s estimate of the Closing Net Indebtedness Debt as of the Reference Time, and the resulting Exchange Merger Consideration and Per Share Price based on such estimatesestimate, in reasonable detail detail, including for each component thereof, along with the amount owed to each creditor of any of the CompanyTarget Companies, and bank statements and other evidence reasonably necessary to confirm such calculations. Promptly upon delivering the Estimated Closing Net Debt Calculation Statement to the SPACPurchaser, if requested by the SPACPurchaser, the Company will meet with the SPAC Purchaser to review and discuss the Estimated Closing Net Debt Calculation Statement and the Company will consider in good faith the SPACPurchaser’s comments to the Estimated Closing Net Debt Calculation Statement and make any appropriate adjustments to the Estimated Closing Net Debt Calculation Statement prior to the Closing, which adjusted Estimated Closing Net Debt Calculation Statement, as mutually approved by the Company and the SPAC Purchaser both acting reasonably and in good faith, shall thereafter become the Estimated Closing Net Debt Calculation Statement for all purposes of this Agreement. The Estimated Closing Net Debt Calculation Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Closing Calculations. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to the SPAC Purchaser a statement certified by the Company’s chief executive officer (the “Estimated Closing Net Debt Calculation Statement”) setting forth a good faith calculation of the Company’s estimate of the Closing Net Indebtedness Debt as of the Reference Time, and the resulting Exchange Merger Consideration and Per Share Price based on such estimatesestimate, in reasonable detail including for each component thereof, along with the amount owed to each creditor of any of the CompanyTarget Companies, and bank statements and other evidence reasonably necessary to confirm such calculations. Promptly upon delivering the Estimated Closing Net Debt Calculation Statement to the SPACPurchaser, if requested by the SPACPurchaser, the Company will meet with the SPAC Purchaser to review and discuss the Estimated Closing Net Debt Calculation Statement and the Company will consider in good faith the SPACPurchaser’s comments to the Estimated Closing Net Debt Calculation Statement and make any appropriate adjustments to the Estimated Closing Net Debt Calculation Statement prior to the Closing, which adjusted Estimated Closing Net Debt Calculation Statement, as mutually approved by the Company and the SPAC Purchaser both acting reasonably and in good faith, shall thereafter become the Estimated Closing Net Debt Calculation Statement for all purposes of this Agreement. The Estimated Closing Net Debt Calculation Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Closing Calculations. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to the SPAC Purchaser a statement (the “Closing Statement”) certified by the Company’s chief executive financial officer (the “Estimated Closing StatementCFO”) setting forth (i) a good faith consolidated balance sheet of the Target Companies as of the Reference Time; and (ii) a calculation of the Company’s estimate of the Closing Net Indebtedness Debt, Net Working Capital and Company Transaction Expenses, in each case, as of the Reference Time, and the resulting Exchange Merger Consideration and Merger Consideration Shares based on such estimatesthese calculations, in reasonable detail including for each component thereof, along with the amount owed to each creditor of any of the CompanyTarget Companies, and bank statements and other evidence reasonably necessary to confirm such calculations. Promptly upon delivering the Estimated Closing Statement to the SPACPurchaser, if requested by the SPACPurchaser, the Company will meet with the SPAC Purchaser to review and discuss the Estimated Closing Statement and the Company will consider in good faith the SPACPurchaser’s comments to the Estimated Closing Statement and make any appropriate adjustments to the Estimated Closing Statement prior to the Closing, which adjusted Estimated Closing Statement, as mutually approved by the Company and the SPAC Purchaser both acting reasonably and in good faith, shall thereafter become the Estimated Closing Statement for all purposes of this Agreement. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement.