Pre-Closing Deliveries; Payments at Closing Sample Clauses

Pre-Closing Deliveries; Payments at Closing. (a) Pre-Closing Deliveries. (i) At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer (A) a certificate of the Company’s Chief Financial Officer (the “Estimated Closing Certificate”) setting forth the Company’s calculation of the Estimated Merger Consideration as of the anticipated Closing Date, including an itemized statement of the Estimated Closing Working Capital and (B) an estimated balance sheet of the Acquired Companies as of the anticipated Closing Date reflecting the Company’s calculation of each of the components of the Estimated Merger Consideration, which shall have been prepared in accordance with GAAP applied on a basis consistent with and used in preparing the Historical Financial Statements. Prior to the Closing, the Company shall afford Buyer a reasonable opportunity to receive and review any information and any calculation relating to the preparation of the Estimated Closing Certificate. The Estimated Closing Certificate shall be used to determine the Estimated Merger Consideration on the Closing Date, subject to further adjustment in accordance with Section 2.10(c). (ii) At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Buyer a definitive closing payment schedule (the “Closing Payment Schedule”) certified by the Company’s Chief Financial Officer and the Stockholders’ Representative setting forth (A) the distribution of the Estimated Merger Consideration, including (w) the name of each Securityholder immediately prior to the Effective Time, (x) the portion of the Upfront Merger Consideration payable to each Securityholder under Subsections 2.6(a) through and including 2.6(f), 2.6(h) and 2.6(i), (y) each Securityholder’s share of the Escrow Consideration and the Representative Fund Consideration, and (z) the amount of Tax withholding, if any, required in connection with any payment at Closing with respect to each Securityholder; (B) the name of each Person entitled to receive any payment of Transaction Expenses at Closing, if any, and the aggregate amount of Transaction Expenses payable to each such Person, (C) the name of each Person entitled to receive any payment of Acquired Company Indebtedness at Closing, if any, and the aggregate amount of such Acquired Company Indebtedness payable to each such Person and (D) the Pro Rata Share for each Securityholder. The Company agrees that the Merger qualifies as a “Liquidation” within the meaning specified i...