Estimated Merger Consideration Sample Clauses

Estimated Merger Consideration. At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent (i) a good faith estimate of the balance sheet for the Company as of the Effective Time (the “Estimated Closing Balance Sheet”), (ii) a good faith estimate of the Closing Working Capital derived from the Estimated Closing Balance Sheet and based on the Accounting Principles (the “Estimated Closing Working Capital”), (iii) a good faith estimate of the Closing Indebtedness derived from the Estimated Closing Balance Sheet (the “Estimated Closing Indebtedness”), and (iv) a schedule setting forth the portion of the Merger Consideration to which each Securityholder is entitled pursuant to the Company’s Organizational Documents and the terms of this Agreement, including with respect to the Rollover Members the number of Consideration Shares to be issued to each Rollover Member, and including each Securityholder’s name, address and email address (the “Securityholder Allocation Schedule”), which shall also be in accordance with the requirements of the Paying Agent for the Initial Payment Spreadsheet (as defined in the Paying Agent Agreement), each prepared consistent with the Accounting Principles. The Estimated Closing Working Capital and the Estimated Closing Indebtedness will be included in the determination of the Merger Consideration as set forth in Section 3.1(a) above. Prior to the Closing, the Company shall provide the Parent with the opportunity to review and provide comments to the foregoing, which the Company shall consider in good faith but shall be under no obligation to incorporate such comments.
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Estimated Merger Consideration. Upon the surrender and delivery by each Shareholder to Chart at the Closing, or following the Closing at Chart's principal executive office in Xxxxxxxx Heights, Ohio, of all certificates representing the Company Shares held by such Shareholder, duly endorsed to Chart or in blank and otherwise in proper form for transfer to Chart, Chart shall cause to be issued in the name of such Shareholder, and dated as of the date of such surrender and delivery, a certificate for the number of shares of Chart Common Stock that would be issuable in respect of all of such Shareholder's Company Shares pursuant to Section 2.2 hereof if the Net Closing Indebtedness were exactly as set forth in the Debt Certificate and if the Working Capital Shortfall and the Net Worth Differential were both zero ($0) (as to each Shareholder, his "Estimated Merger Consideration"). Chart shall retain possession of each such certificate until the Final Post-Closing Merger Consideration Adjustment has been determined in accordance with Section 2.5. Pending such determination, the shares of Chart Common Stock represented by each certificate so issued and retained shall be issued and outstanding for all purposes and owned of record by the Shareholder in whose name such certificate is registered, and such Shareholder shall be entitled to exercise all voting and other consensual rights pertaining to the shares of Chart Common Stock represented thereby, and shall be entitled to receive all dividends and other distributions, if any, that shall be paid upon such shares from the date of issuance thereof to the date of delivery thereof to such Shareholder hereunder. If the number of shares of Chart Common Stock issuable to a Shareholder pursuant to Section 2.2, as finally determined in accordance with Section 2.5 hereof (as to each Shareholder, his "Definitive Merger Consideration"), is less than his Estimated Merger Consideration, then Chart shall cancel the certificate representing his Estimated Merger Consideration and shall issue in the name of such Shareholder and deliver to him a certificate representing his Definitive Merger Consideration in accordance with Section 2.5.4 (the "Post-Closing Merger Consideration Adjustment").
Estimated Merger Consideration. No later than five Business Days prior to the Closing, Archaea shall deliver to the Buyer: a good faith estimate of the Merger Consideration (the “Estimated Merger Consideration”) pursuant to which Archaea shall (i) use the Enterprise Value and (ii) estimate (A) the amount of Cash and Cash Equivalents, (B) the amount of Closing Company Indebtedness, (C) the amount of Specified Capital Expenditures and (D) the amount of Transaction Expenses (together, the “Estimated Closing Statement”). Following delivery of the Estimated Closing Statement, Archaea will provide the Buyer, Aria, and their respective accountants and other Representatives with a reasonable opportunity to review the Estimated Closing Statement. At least two Business Days prior to the Closing Date, the Buyer or Aria may notify Archaea of any comments or questions with respect to the Estimated Closing Statement and Archaea shall (x) consider in good faith such comments or questions to the Estimated Closing Statement and (y) prepare and deliver an updated Estimated Closing Statement to Archaea prior the Closing Date reflecting any agreed upon changes resulting from such comments or questions. Notwithstanding the foregoing, Archaea’s estimates set forth in the Estimated Closing Statement delivered to the Buyer in accordance with this Agreement shall control and be binding for purposes of the Closing except to the extent adjustments thereto have been agreed to in writing by the Parties (including any adjustments thereto resulting from the comments or questions raised in the immediately preceding sentence).
Estimated Merger Consideration. On or before the second Business Day prior to the Closing Date, the Company shall deliver to Parent (a) an estimated consolidated balance sheet of the Company and its Subsidiaries (the “Preliminary Closing Balance Sheet”) certified by the Chief Financial Officer of the Company as setting forth his good faith best estimate of the assets, liabilities and stockholders’ equity of the Company and its Subsidiaries on a consolidated basis as of immediately prior to the Closing, and (b) a certificate of the Chief Financial Officer of the Company setting forth in reasonable detail his computation based on the Preliminary Closing Balance Sheet of the amount of (i) the Closing Working Capital (the “Working Capital Estimate”), and the resulting Working Capital Overage or Working Capital Underage, if any, (ii) the Assumed Indebtedness (the “Estimated Assumed Indebtedness Amount”) and (iii) the Estimated Merger Consideration. The Preliminary Closing Balance Sheet shall be prepared using the same accounting principles and practices as applied by the Company in preparing the Audited Balance Sheet; provided, however, that the Working Capital Estimate shall be prepared in accordance with the Balance Sheet Rules. If Parent disagrees with any of Table of Contents the Company’s calculation of the Working Capital Estimate, the resulting Working Capital Overage or Working Capital Underage, if any, the Estimated Assumed Indebtedness or the Estimated Merger Consideration, Parent shall notify the Company of such disagreement in writing setting forth in reasonable detail the particulars of such disagreement. Following such notice, the Company and Parent shall use their respective good faith efforts to resolve such disagreements prior to the Closing; provided that if the Company and Parent cannot resolve any of such disagreements, the determination of the Company on all such unresolved matters shall be used for the purposes of this Section 3.2 and Section 3.3.
Estimated Merger Consideration. For purposes of determining the amount of the Merger Consideration to be paid on the Closing Date (as defined below), the estimated Merger Consideration (the "Estimated Merger Consideration") shall be determined in the same manner as the Merger Consideration is to be determined, except that the Estimated Merger Consideration shall be based upon the unaudited balance sheet of the Company as of August 31, 2003 (the "Estimated Closing Balance Sheet"), which shall be delivered to Parent not later than three (3) business days prior to the Closing.
Estimated Merger Consideration. The estimated merger consideration for the purpose of this unaudited pro forma condensed combined financial information is $6.3
Estimated Merger Consideration. (a) At least three (3) days prior to the Closing, the Company shall deliver to Purchaser the Company’s good faith estimate, certified by the Company’s chief financial officer, of the consolidated balance sheet of the Company as of the Closing Date reflecting the payment of the PLL Policy premiums and any other costs or expenses to be paid by the Company in connection with the Closing (the “Estimated Balance Sheet”) and a calculation of the Estimated Balance Sheet Adjustment Amount (as defined below) and the Estimated Merger Consideration (as defined below). The Estimated Balance Sheet shall be prepared in accordance with GAAP, consistent with (i) the Company’s past practice and (ii) the practices and methodologies used by the Company in preparing the Pro Forma December 31, 2005 Balance Sheet.
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Estimated Merger Consideration. (a) The aggregate consideration payable with respect to the Mergers taken together, shall consist of (i) the Aggregate Blocker Merger Consideration, plus (ii) the Aggregate Company Unitholder Merger Consideration, plus (iii) the Aggregate Company Optionholder Merger Consideration, plus (iv) the Equityholder Representative Expense Amount. It is the intent of the Parties that the sum of (w) the number of shares of Buyer Class A Common Stock issuable to the Blocker Owners pursuant to the Blocker Mergers, plus the number of shares of Buyer Class A Common Stock issuable to Company Optionholders pursuant to Restricted Share Units, plus the number of shares of Buyer Class A Common Stock issuable to holders of Vested Company Options hereunder, plus the number of Common Units issuable to the Company Unitholders pursuant to the Company Merger shall be equal (without giving effect to the payment of cash in lieu of any fractional share or units) to the number of shares equal to (i) the (A) Merger Consideration less (B) the difference between the Base Aggregate Cash Amount and the aggregate Cancelled Cash Portion, divided by (ii) the Reference Price, (x) the number of shares of Buyer Class B-2 Common Stock issuable pursuant to the Blocker Mergers, plus the number of shares of Buyer Class B-2 Common Stock issuable to the Company Optionholders pursuant to the Company Merger, plus the number of Series 2 RCUs issuable to the Company Unitholders pursuant to the Company Merger shall be equal to (without giving effect to the payment of cash in lieu of any fractional share or units) 6,000,000, (y) the number of shares of Buyer Class B-1 Common Stock issuable pursuant to the Blocker Mergers, plus the number of shares of Buyer Class B-1 Common Stock issuable to the Company Optionholders pursuant to the Company Merger, plus the number of Series 1 RCUs issuable to the Company Unitholders pursuant to the Company Merger shall be equal to (without giving effect to the payment of cash in lieu of any fractional share or unit) 10,000,000, and (z) the number of shares of Buyer Class V Voting Stock issuable to Company Unitholders pursuant to the Company Merger shall equal the number of Common Units held by the Company Unitholders following the Company Merger, and the cash paid hereunder as Merger Consideration shall be no greater than the Adjusted Aggregate Cash Amount less the Cancelled Cash Portion. Notwithstanding anything to the contrary contained herein, the provisions of this Agreem...
Estimated Merger Consideration. At the Closing, the Buyer shall pay the Stockholder, as provided in Section 3.3, (i) Ten Million Dollars ($10,000,000)] minus (ii) the sum of (A) the Estimated Debt Adjustment, (B) the Deferred Merger Consideration Amount, (C) the Escrow Amount to be deposited with the Escrow Agent pursuant to Section 3.2(b), and (D) the amount distributed pursuant to Section 8.2(i)(ii).
Estimated Merger Consideration. Three (3) Business Days before the Closing, the Company shall estimate in good faith the amount of the Closing Cash, Closing Working Capital, Closing Indebtedness and the Closing Selling Expenses, as of 11:59 p.m. on the Closing Date in accordance with Section 3.5.1, and deliver to Parent and Merger Sub a certificate executed by the Company setting forth such estimates (the “Closing Certificate”). As used herein, “Estimated Closing Cash,” “Estimated Closing Indebtedness,” “Estimated Closing Working Capital” and “Estimated Selling Expenses,” mean the estimates of the Closing Cash, Closing Indebtedness, Closing Working Capital and the Closing Selling Expenses, respectively, set forth in the Closing Certificate, and “Estimated Merger Consideration” means an amount equal to the aggregate Merger Consideration calculated as set forth in Section 3.1 assuming that the Closing Cash is equal to the Estimated Closing Cash, the Closing Indebtedness is equal to the Estimated Closing Indebtedness, the Estimated Closing Working Capital is equal to the Closing Working Capital, and the Closing Selling Expenses are equal to the Estimated Selling Expenses. Subject to the terms and conditions of this Agreement, at the Closing, Parent and Merger Sub shall pay and deliver the Estimated Merger Consideration less the Escrowed Funds in accordance with Section 3.2.
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