Pre-Closing Adjustment. (a) Not later than three Business Days prior to the anticipated Closing Date, the Company shall deliver to Acquiror an estimated draft balance sheet of the Company as of the Closing prepared in good faith and in a form reasonably acceptable to Acquiror (the “Estimated Closing Balance Sheet”), prepared in accordance with GAAP and consistent with the principles and methodologies used to determine the Target Working Capital, together with a schedule and worksheet setting forth the Company’s good faith estimate of the (i) Working Capital ascertained from the Estimated Closing Balance Sheet (the “Estimated Working Capital”); (ii) unpaid Indebtedness of the Company as of the Closing Date (the “Estimated Closing Date Indebtedness”); (iii) unpaid Transaction Expenses of the Company (the “Estimated Company Transaction Expenses”); (iv) the Ongoing Hxxxxx Expenses (the “Estimated Ongoing Hxxxxx Expenses”) and (v) unpaid Change in Control Payments (the “Estimated CIC Payments”). If the amount of the Estimated Working Capital is less than the Target Working Capital, then such deficiency shall be deducted from the Merger Consideration, and if the Estimated Working Capital is greater than the Target Working Capital, then such excess shall be added to the Merger Consideration. The Merger Consideration, following the adjustment contemplated by this Section 1.5(a), is referred to herein as the “Estimated Merger Consideration”.
Pre-Closing Adjustment. (a) On or before the fifth business day prior to the end of the Measurement Period, Newco shall prepare and deliver to the Other Parties estimates of (i) Nova I’s Leakage Amount and (ii) Nova II’s Leakage Amount. Not more than two (2) business days following receipt of such estimates, each of Nova I and Nova II shall notify Newco and Constellation OP as to whether such Party accepts such estimates. In the event that an estimate is accepted by both Nova I and Nova II, then such estimate shall become the final Leakage Amount for Nova I or Nova II, as applicable (subject to any reasonable adjustments as may be subsequently agreed to by the parties). In the event that either Nova I or Nova II objects to any such estimate of a Leakage Amount, then Nova I, Nova II, Newco and Constellation OP agree to negotiate and resolve such dispute in good faith prior to the Closing to determine a new Leakage Amount for Nova I or Nova II, as applicable; provided, however, that Newco’s original estimate shall become the final Leakage Amount for Nova I or Nova II, as applicable, if such dispute is not resolved by the Closing.
Pre-Closing Adjustment. At Closing, (A) any amount by which the Estimated Net Working Capital exceeds the Net Working Capital Target will be added to the Seller Closing Cash Consideration, and (B) any amount by which the Estimated Net Working Capital is less than the Net Working Capital Target will be subtracted from the Seller Closing Cash Consideration.
Pre-Closing Adjustment. At least three Business Days prior to the Closing Date, Seller shall prepare and deliver or cause to be prepared and delivered to Buyer a statement (the “Estimated Closing Statement”), setting forth in reasonable detail:
Pre-Closing Adjustment. (a) No later than three Business Days prior to the Closing Date, the Seller will prepare and deliver to the Purchaser a good faith estimate of Closing Net Working Capital (the “Estimated Closing Net Working Capital”) which is reasonably acceptable to the Purchaser, together with supporting workpapers for such estimate and other additional information reasonably requested by the Purchaser. [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.
Pre-Closing Adjustment. Prior to Closing, the Cash Consideration shall be adjusted as follows:
Pre-Closing Adjustment. (i) At least three (3) Business Days prior to the anticipated Closing Date, the Company shall prepare and deliver to Parent (A) a schedule (the “Estimated Schedule”) which shall set forth, in reasonable detail, (I) the Estimated Closing Indebtedness, (II) a good faith estimate of the Company Transaction Expenses (the “Estimated Company Transaction Expenses”), (III) the amount and calculation of the Exchange Ratio, Company Per Share Merger Consideration and Aggregate Closing Date Merger Consideration based on the foregoing estimated amounts, and (IV) the amount of Merger Consideration payable at Closing to each holder of Company Stock and Company Stock Options, and (B) a certificate executed by the Chief Financial Officer of the Company certifying each of the foregoing. If, for any reason, the Closing Date is postponed, then the foregoing obligations shall again apply with respect to such postponed Closing Date.
Pre-Closing Adjustment. No later than the fifteenth (15th) Business Day prior to the Closing Date, the Seller shall deliver to the Buyer the Pre-Closing Balance Sheet and the Seller’s good faith calculations of the amounts of the Pre-Closing Cash, the Pre-Closing Indebtedness and the Pre-Closing Net Working Capital, together with reasonable supporting details, whereupon the First Tranche Consideration shall be increased by the amount of the Pre-Closing Cash and, to the extent positive, the amount of the Pre-Closing Net Working Capital, and decreased by the amount of the Pre-Closing Indebtedness and, to the extent negative, the amount of the absolute value of the Pre-Closing Net Working Capital, in each case, as calculated by the Seller in good faith.
Pre-Closing Adjustment. (a) Stockholder shall prepare, or cause to be prepared, and deliver to Parent on or before the date that is three days before the anticipated Closing Date a statement (the “Estimated Closing Statement”) consisting of (A) an estimated consolidated balance sheet of the Companies as of the close of business on such anticipated Closing Date, (B) a good faith estimation in reasonable detail of the Estimated Closing Working Capital derived from such balance sheet and (C) a good faith calculation of the amounts of any contribution or payments required under Section 2.4(b). The Estimated Closing Statement shall be prepared in accordance with GAAP applied on a basis consistent with the accounting principles, methods, practices, policies and procedures (with consistent classifications, judgments and valuation and estimation methodologies) that were used to prepare the Historical Financial Statements, except as set forth in Exhibit 2.4(a) (with such exceptions, the “Applicable Accounting Principles”). For illustrative purposes, Exhibit 2.4(a) contains a pro forma calculation of the Estimated Closing Working Capital as of December 31, 2009 applying the Applicable Accounting Principles.
Pre-Closing Adjustment. (a) The following capitalized terms used in this Agreement shall have the following meanings:
