Common use of Distribution Schedule Clause in Contracts

Distribution Schedule. (a) Not later than six (6) Business Days prior to the Closing Date, the Company shall in good faith prepare and deliver, or cause to be prepared and delivered, to Parent a distribution schedule (such schedule, as may be amended pursuant to this Section 2.4, the “Distribution Schedule”), taking into consideration the corporate actions contemplated by Section 2.3, setting forth the following: (i) the Company’s good faith calculation, as of the Closing Date, of (i) the Closing Indebtedness Amount (calculated as the aggregate amount payable under the Pay-Off Letters, copies of which shall be delivered with the Distribution Schedule), (ii) the Senior Notes Indebtedness Amount, (iii) the Transaction Expenses (including a list and specification of amounts paid or payable), (iv) the ASA Sale Proceeds, (v) the Merger Consideration and (vi) the Per Share Merger Consideration Amount; (ii) the name and address (as listed in the corporate record books of the Company) of each Seller, together with other information regarding each Seller as may be reasonably requested by the Paying Agent; (iii) the number of Shares, if any, held by each Seller; (iv) the number of vested RSUs, if any, held by each Seller; (v) the number of Phantom Shares, if any, held by each Seller; (vi) the portion of the Merger Consideration allocated and payable at the Closing to each Seller; and (vii) a calculation of the Pro Rata Share for each Seller. (b) The Company shall consider in good faith any objections prepared by or on behalf of Parent and delivered not later than four (4) Business Days prior to the Closing Date, relating to any calculation provided pursuant to Section 2.4(a) and, to the extent agreed by the Company in its sole discretion (acting in good faith), amend such calculations in light of any such objections. (c) Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent any updated and finalized calculations of the (i) the Closing Indebtedness Amount, (ii) the Senior Notes Indebtedness Amount, (iii) the Transaction Expenses, (iv) the ASA Sale Proceeds, (v) the Merger Consideration and (vi) the Per Share Merger Consideration Amount, as amended pursuant to Section 2.4(b).