Estimated Merger Consideration. As soon as practicable and in no event less than three (3) business days prior to the Closing Date, after consultation with Acquisition, Stockholders’ Representative, on behalf of the Participating Stockholders, shall deliver to Acquisition a certificate setting forth estimates of the Closing Indebtedness, the Closing Working Capital and the related determination of the Closing Working Capital Adjustment (the “Closing Certificate”). As used herein, “Estimated Closing Indebtedness”, “Estimated Closing Working Capital” and “Estimated Closing Working Capital Adjustment” mean the estimates of the Closing Indebtedness, the Closing Working Capital and the Closing Working Capital Adjustment, respectively, set forth in the Closing Certificate, and “Estimated Merger Consideration” means an amount equal to the Merger Consideration calculated as set forth in Section 2.4, assuming for purposes of such calculation that the Closing Indebtedness is equal to the Estimated Closing Indebtedness and that the Closing Working Capital is equal to the Estimated Closing Working Capital.
Estimated Merger Consideration. Two (2) days prior to the Closing Date, the Company shall deliver to Parent a statement setting forth the Company’s reasonable good faith estimate of the Closing Working Capital (the “Estimated Closing Working Capital”), the Closing Cash on Hand (the “Estimated Closing Cash on Hand”), the Closing Indebtedness (the “Estimated Closing Indebtedness”), the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), and the Transaction Tax Benefits (the “Estimated Transaction Tax Benefits”; in each case, calculated in accordance with the Accounting Principles and collectively, the “Estimated Statements”), together with a schedule setting forth the Allocable Portion of Closing Merger Consideration payable to each Company Equityholder, determined in accordance with the Governing Documents of the Company (such schedule, the “Consideration Schedule”). The Company agrees that, during the period from the delivery of the Estimated Statements through the Closing Date, the Company shall cooperate in good faith (including by providing additional information reasonably requested by Parent to the extent necessary to assist Parent in its review of the Estimated Statements and the calculations contained therein), and consider in good faith any changes to the Estimated Statements (including all components thereof) proposed by Parent no later than one (1) day prior to the Closing Date. For the avoidance of doubt, the Parent shall have no liability or obligation to any other Person for any payment made in accordance with this Agreement and the Consideration Schedule. The Estimated Closing Working Capital, the Estimated Closing Cash on Hand, the Estimated Closing Indebtedness, the Estimated Closing Transaction Expenses and the Estimated Transaction Tax Benefits will be included in the determination of the Estimated Closing Merger Consideration as set forth in Section 3.1(a) above. Notwithstanding anything to the contrary in this Agreement, no Group Company shall incur Indebtedness or Transaction Expenses, or expend any Cash on Hand following the delivery of the Estimated Statements, in each case, except in the ordinary course of business. (c)
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. The aggregate consideration to be paid by Parent at the Effective Time in respect of the Merger (the “Estimated Merger Consideration”) shall be an amount in cash equal to: (i) nine hundred and forty million dollars ($940,000,000) (the “Base Consideration”), plus (ii) the Estimated Cash minus (iii) the Payoff Amount, plus (iv) the Estimated Net Working Capital Surplus, if any, or minus (v) the Estimated Net Working Capital Deficit, if any, minus (vi) the Company Transaction Expenses, minus (vii) the aggregate amount of Transaction Bonuses not paid prior to the Effective Time (the “Transaction Bonus Amount”) (each of (ii) through (vii) in the respective amounts set forth on the Closing Date Statement), which sum shall be subject to adjustment pursuant to Section 2.8 (as adjusted, the “Merger Consideration”).
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.
Estimated Merger Consideration. Attached hereto as Exhibit D is a statement prepared by the Company (the “Estimated Merger Consideration Statement”) consisting of a good faith estimate by the Company of (i) the Merger Consideration (the “Estimated Merger Consideration”) and (ii) a consolidated balance sheet of the Company and its Subsidiaries as of the opening of business on the Closing Date (the “Estimated Balance Sheet”) but without giving effect to the Closing, in the same form and including the same line items as the Recent Balance Sheet and prepared in accordance with GAAP Consistently Applied. The Estimated Merger Consideration and such balance sheet shall be determined by the Company based upon the Recent Financial Statements while taking into account changes in the Company’s financial position since the Recent Balance Sheet Date. In connection with determining the Estimated Merger Consideration, the Company shall (A) estimate the amount of the Net Working Capital Adjustment (the “Estimated Net Working Capital Adjustment”), (B) estimate the amount of Closing Date Funded Indebtedness (including the amount of Cash and Cash Equivalents as of the opening of business on the Closing Date), (C) estimate the Seller Expenses and (D) set forth the amounts of each of the Closing Date Payments (as defined below).
Estimated Merger Consideration. Not less than two (2) Business Days prior to the Closing Date, the Company shall deliver to the Parent a statement (the “Estimated Adjustment Report”) setting forth its good faith estimate of the amount of the (i) Adjusted Debt as of the close of business on the day immediately prior to the Closing Date (the “Estimated Adjusted Debt”), (ii) Cash and Cash Equivalents of the Company and the Company Subsidiaries as of the close of business on the day immediately prior to the Closing Date (the “Estimated Cash and Cash Equivalents”) and (iii) the resulting good faith estimate of the Cash Merger Consideration as of the Closing Date (the “Estimated Cash Merger Consideration”) (which Estimated Cash Merger Consideration shall be calculated using Estimated Adjusted Debt as of the close of business on the day immediately prior to the Closing Date). The Company shall provide the Parent with reasonable access to the books and records (including financial statements) of the Company to verify the Estimated Adjustment Report. The Estimated Adjustment Report will be prepared (i) in accordance with the definitions of Cash and Cash Equivalents and Adjusted Debt and (ii) in accordance with GAAP applied on a basis consistent with that used in, and in accordance with the same accounting methods, policies, practices and procedures applied in the preparation of, the Latest Balance Sheet.
Estimated Merger Consideration. (a) No later than five (5) Business Days prior to the anticipated Closing Date, the Company shall prepare and deliver to Parent a written statement (the “Estimated Closing Statement”) setting forth the Company’s (i) good faith estimate of (A) Cash as of the Benchmark Time, (B) Indebtedness as of the Benchmark Time, (C) Net Working Capital as of the Benchmark Time, and (D) Transaction Expenses, together with wire transfer instructions and invoices for the Payoff Letters, and (ii) resulting calculation of the Merger Consideration (such amount, the “Estimated Merger Consideration”) based upon the books and records of the Company, together with reasonable supporting detail and back-up for such calculations, and Common Stock Per Share Merger Consideration and
Estimated Merger Consideration. Not less then five (5) days prior to the Closing Date, the Stockholders’ Representative shall deliver to Parent (a) a certificate signed by the Stockholders’ Representative setting forth the Stockholders’ Representative’s best estimate of the Closing Cash, Indebtedness Amount, Expenses and Working Capital Excess or Working Capital Deficit as of the Closing Date and (b) all records and work papers necessary to compute and verify the information set forth in such certificate, all of which must be reasonably acceptable to Parent. The Merger Consideration adjusted in accordance with Section 2.9 to reflect such estimates shall be the “Estimated Merger Consideration.”
Estimated Merger Consideration. No later than three (3) Business Days prior to the Closing, the Company shall deliver to Parent a written statement setting forth (i) its good faith estimate of the Merger Consideration (the “Estimated Merger Consideration”) in respect of which the Company shall (A) use the actual Enterprise Value and (B) estimate (1) the amount of Closing Date Funded Indebtedness, (2) the amount of Unpaid Unitholder Expenses, (3) the amount of Cash and Cash Equivalents, and (4) the Net Working Capital Adjustment. To the extent reasonably requested by Parent, the Company will make available to Parent and its auditors and advisors all material records and work papers used in preparing the statement setting forth the Estimated Merger Consideration; provided that any information provided pursuant hereto shall be subject to the confidentiality and non-use obligations of Section 5.3. The Company shall review any comments reasonably proposed by Parent with respect to the statement setting forth the Estimated Merger Consideration, and will consider, in good faith, any appropriate changes; provided, however, that if the Company does not agree with respect to any such comments or changes, the estimates set forth in the Estimated Merger Consideration delivered by the Company in accordance with this Section 2.5(a) will control in all respects, and in no event will Parent’s consent or approval be deemed to condition or delay the Closing. At the Closing: