Preliminary Purchase Price Allocation Clause Samples

Preliminary Purchase Price Allocation. The aggregate purchase price for the Acquisition is $1,213,000 payable at closing, subject to certain customary adjustments both at and post closing (the “Purchase Price”). ▇▇▇▇▇ may, subject to certain conditions, pay up to $200,000 of the Purchase Price in ▇▇▇▇▇ stock with the balance of the Purchase Price to be paid in cash. Total purchase consideration paid for the Acquisition is expected to be approximately $1,208,065, calculated as follows: Purchase Price $ 1,213,000 Less: Adjustments relating to liabilities assumed (4,935 ) Total Purchase Consideration $ 1,208,065 The estimated purchase consideration of $1,208,065 has been allocated to the assets acquired and liabilities assumed as follows: Accounts Receivable $ 126,317 Inventories 188,056 Prepaid Expenses 19,178 Property and Equipment 623,404 Other Intangible Assets 198,500 Goodwill 232,132 Other Assets 12,552 Accounts Payable (127,365 ) Accrued Salaries and Wages (31,913 ) Other Liabilities (18,796 ) Deferred Income Taxes (14,000 ) Total Purchase Consideration $ 1,208,065 For the purpose of preparing the unaudited pro forma combined condensed financial information, certain of the assets acquired and liabilities assumed have been measured at their estimated fair values as of March 31, 2009. A final determination of fair values will be based on the actual net tangible and intangible assets and liabilities of Food Americas that will exist on the date of the closing of the Acquisition and on our formal valuation and other studies when they are finalized. Accordingly, the fair values of the assets and liabilities included in the table above are preliminary and subject to change pending additional information that may become known to ▇▇▇▇▇. An increase in the fair value of inventory, property, plant and equipment or any identifiable intangible assets will reduce the amount of goodwill in the combined condensed financial information, and may result in increased depreciation and/or amortization expense. Of the $198,500 of acquired intangible assets, $105,000 was assigned to Customer Relationships with an estimated economic life of 20 years, $75,000 was allocated to Technology with an estimated economic life of 15 years, $15,000 was allocated to Tradenames with an economic life of 20 years, and $3,500 was allocated to Order Backlog with an economic life of less than 1 year. The determination of fair value for these assets was primarily based upon the expected discounted cash flows. The determination of use...

Preliminary Purchase Price Allocation. The Company has performed a preliminary valuation analysis of the fair market value of Scilex’s assets and liabilities. The following tables summarize the total consideration and the allocation of the preliminary purchase price as of the acquisition date (in thousands): Closing consideration (includes approximately $5 in cash) $ 4,768 Plus: Fair value of contingent consideration 40,000 Plus: Receivable from Scilex 600 Plus: Fair value of non-controlling interest 20,831 Total consideration $ 66,199 The fair value of non-controlling interest was calculated by starting with an equity value (determined from a standard enterprise value calculation), multiplied by the non-controlling interest share of equity (27.9%) less a 25% discount for lack of marketability. Cash and cash equivalents $ 116 Grants and accounts receivables 22 Prepaid expenses and other 162 Restricted cash 50 Security deposit 43 Property and equipment 243 Intangibles, net 66,350 Goodwill 29,555 Accounts payable (2,653) Accrued payroll and related (549) Advanced capital (500) Current debt (100) Deferred tax liabilities (26,540) (x) Total consideration $ 66,199

Preliminary Purchase Price Allocation. The purchase price for the Acquisition has been allocated to the assets acquired and liabilities assumed for purposes of the unaudited pro forma condensed combined financial information based on their estimated relative fair values. The purchase price allocation herein is preliminary. The final purchase price allocation will be determined after completion of a thorough analysis to determine the fair value of all assets acquired and liabilities assumed but in no event later than one year following completion of the acquisition. Accordingly, the final acquisition accounting adjustments could differ materially from the pro forma adjustments presented herein. Any increase or decrease in the fair value of the assets acquired and liabilities assumed, as compared to the information shown herein, could also change the portion of purchase price allocated to goodwill and could impact the operating results of the Company following the acquisition due to differences in purchase price allocation, depreciation and amortization related to some of these assets and liabilities. The acquisition-date fair value of the consideration transferred is as follows: Cash consideration $ 15,750 Contingent consideration 6,000 Total consideration transferred $ 21,750 Contingent consideration is recorded as a liability and measured at fair value using a discounted cash flow model utilizing significant unobservable inputs including the probability of achieving each of the potential milestones and an estimated discount rate commensurate with the risks of the expected cash flows attributable to the various milestones. The material factors that may impact the fair value of the contingent consideration, and therefore this liability, are the probabilities of achieving the related milestones and the discount rate. Significant increases or decreases in any of the probabilities of success would result in a significantly higher or lower fair value, respectively, and commensurate changes to this liability. The fair value of the contingent consideration, and the associated liability relating to the contingent consideration at each reporting date, will be updated by reflecting the changes in fair value reflected in the Company’s statement of operations. The Acquisition was accounted for as a business combination under the acquisition method of accounting in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations. Accordingly, the ...

Preliminary Purchase Price Allocation. The table below summarizes the allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed based on management’s preliminary estimates of their respective fair values for purposes of the pro forma financial information as of the acquisition date, August 18, 2021 (dollars in thousands): Cash paid $ 40,813 Common stock issued 20,287 Total Consideration 61,100 Cash and cash equivalents 44 Restricted cash and cash equivalents 89 Accounts receivable 389 Other current assets 267 Property and equipment 72 Intangible assets 60,674 Total assets acquired 61,535 Accounts payable and accrued expenses 399 Contract liabilities 36 Deferred tax liability, long-term 13,955 Total liabilities assumed 14,390 Fair value of identifiable net assets acquired 47,145 Goodwill $ 13,955 This preliminary purchase price allocation has been used to prepare pro forma adjustments in the unaudited pro forma condensed combined balance sheet and statement of operations. Due to the recent completion of the acquisition, the determination of the purchase price and the allocation of the purchase price used in the unaudited pro forma condensed combined financial information are based upon preliminary estimates, which are subject to change during the measurement period (up to one year from the acquisition date) as the Company finalizes the valuations of the assets acquired and liabilities assumed, including, but not limited accounts receivable, other current assets, property and equipment, intangible assets, accounts payable, and contract liabilities. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments.

Preliminary Purchase Price Allocation. Refer to the table below for the preliminary calculation of estimated value of the acquisition consideration: (in thousands, except per share amounts) NOTE Amount (Rounded) Cash consideration: Cash consideration paid to Vilex and Orthex stockholders pursuant to the equity interest purchase agreement $ 40,210 Share consideration: OrthoPediatrics common shares issued 245,352 Volume weighted average share price of OrthoPediatrics for the 30 days ending on May 30, 2019 $ 40.76 Estimated value of OrthoPediatrics common shares issued to Vilex and Orthex equity holders pursuant to the equity interest purchase agreement 10,000 Estimated payment of Vilex Companies transaction related costs 261 Fund escrow and payment of related agent fees (ii) 3,001 Working capital adjustment 275 Preliminary fair value of estimated total acquisition consideration $ 60,276 (i) Per the equity interest purchase agreement, the Company was required to pay each person to whom either or both of the Vilex Companies owes funded indebtedness as of closing. (ii) Per the equity interest purchase agreement, $3,000 was deposited into escrow for a period of up to twenty months to cover certain indemnification obligations of the Vilex Companies and to secure certain closing adjustments. The preliminary estimated acquisition consideration as shown in the table above is allocated to the tangible and intangible assets acquired and liabilities assumed of the Vilex Companies based on their preliminary estimated fair values. The following table sets forth a preliminary allocation of the acquisition consideration to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed of the Vilex Companies using the Vilex Companies' unaudited combined balance sheet as of June 4, 2019, with the excess recorded to goodwill: Preliminary fair value of estimated total acquisition consideration $ 60,276 Cash and cash equivalents 348 Trade receivables 1,849 Inventory 3,905 Prepaid expenses and other current assets 12 Property and equipment 7,541 Intangible assets 18,260 Operating lease right-of-lease asset 323 Total assets 32,238 Accounts payable and accrued liabilities 564 Operating lease liabilities 323 Other long-term liabilities 68 Total liabilities 955 Less: net assets 31,283 Goodwill $ 28,993 Refer to the items below for a reconciliation of the adjustments reflected in the unaudited pro forma condensed combined statements of operations: (a) General and administrative operatin...

Preliminary Purchase Price Allocation. The combined company will allocate the purchase price paid by Express Scripts to the fair value of the Medco assets acquired and liabilities assumed. The pro forma purchase price allocation below has been developed based on preliminary estimates of fair value using the historical financial statements of Medco as of December 31, 2011. In addition, the allocation of the purchase price to acquired intangible assets is based on preliminary fair value estimates and is subject to final management analysis, with the assistance of third party valuation advisors. Once New Express Scripts and its third party valuation advisors complete this analysis, additional insight will be gained that could impact: (i) the estimated total value assigned to intangible assets, (ii) the estimated allocation of value between finite-lived and indefinite-lived intangible assets and/or (iii) the estimated weighted-average useful life of each category of intangible assets. The estimated intangible asset values and their useful lives could be impacted by a variety of factors. The estimated intangible assets are comprised of customer contracts with an estimated useful life of 10 years and trade names with an estimated useful life of 5 years, which is consistent with the estimated benefit period. Since New Express Scripts has limited information at this time to value all of the intangible assets, the estimated fair values were based primarily on current estimates of Medco’s expected future cash flows for all customer contracts and trade names. New Express Scripts expects that the estimated value assigned to Medco’s customer contracts is likely to change as New Express Scripts analyzes the specifics of Medco’s customer contracts and as life and renewal assumptions are refined. Additional intangible asset classes may be identified as the valuation process continues, however such items are currently not expected to be material to the overall purchase price allocation. A 10% change in the amount allocated to identifiable intangible assets would increase or decrease annual amortization expense by $140.0 million. The residual amount of the purchase price after preliminary allocation to identifiable intangibles has been allocated to goodwill. The actual amounts recorded when the final valuation is complete may differ materially from the pro forma amounts presented below (in millions): Tangible assets acquired: Current assets $ 6,676.9 Property and equipment, net 1,108.4 Other non-current assets 6...

Preliminary Purchase Price Allocation. The preliminary Purchase Price allocation is attached as Exhibit 3.5 hereto, though it is subject to change based on actual circumstances at the time of filing an allocation statement. Lincare and the Company shall file, in accordance with the Internal Revenue Code of 1986, as amended, an asset allocation statement on Form 8594 with its federal income tax return for the tax year in which the Closing Date occurs and shall contemporaneously provide the other parties with a copy of the Form 8594 being filed. Such allocations on Form 8594 shall be materially consistent with the preliminary allocation on Exhibit 3.5, and no party shall take a materially inconsistent position in reporting the allocation for any tax reporting purposes. The preliminary purchase price allocation set forth on Exhibit 3.5 shall also set forth an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to this transaction.

Preliminary Purchase Price Allocation. The Company accounted for the RockPile Transactions using the acquisition method of accounting in accordance with ASC 805, Business Combinations. The purchase accounting is subject to the twelve-month measurement period adjustments to reflect any new information that may be obtained in the future about facts and circumstance that existed as of the acquisition date that if known, would have affected the measurement of the amounts recognized as of that date. The total consideration under the generally accepted accounting principles ("U.S. GAAP") purchase accounting that was transferred to acquire RockPile of $245.2 million, net of cash acquired, is comprised of $123.3 million in cash (as further described in the table below), $130.3 million of common stock in ▇▇▇▇▇ (the “Rockpile Acquisition Shares”) and approximately $12.0 million attributed to the fair value of the contingent consideration associated with the ▇▇▇▇▇ Group Contingent Value Rights Agreement (the “CVR Agreement”). The equity consideration is calculated based on 8,684,210 shares of ▇▇▇▇▇ common stock issued at a closing stock price on July 3, 2017 of $16.29 per share, subject to a 7.9% discount due to lack of marketability as a result of the lockup agreement between ▇▇▇▇▇ and the sellers. Seller transaction expenses paid by buyer 5,199,267 Purchase price escrow amount 1,400,000 Indemnification escrow 1,500,000 The CVR Agreement entitles each holder of a Rockpile Acquisition Share (the “Rockpile Holders”) on April 10, 2018 (the “CVR Payment Date”) to a payment (“CVR Payment Amount”) per Rockpile Acquisition Share equal to the difference between (a) $19.00 and (b) the arithmetic average of the dollar volume weighted average price of ▇▇▇▇▇’▇ common stock on each trading day for twenty trading days randomly selected by ▇▇▇▇▇ during the thirty trading day period immediately preceding the last business day prior to the nine month anniversary date of the CVR Agreement (the "Twenty-Day VWAP") provided that the CVR Payment Amount shall not exceed $2.30 per share, or an aggregate of $20.0 million. The aggregate payment under the CVR Agreement will be reduced on a dollar for dollar basis if (i) the aggregate gross proceeds received in connection with the resale of any Rockpile Acquisition Shares plus (ii) the product of the number of Rockpile Acquisition Shares held by Rockpile Holders on the CVR Payment Date and the Twenty-Day VWAP plus (iii) the aggregate CVR Payment Amount exceeds $165 million. The fai...

Preliminary Purchase Price Allocation. The following table summarizes the purchase price allocation to the estimated fair value of assets and liabilities assumed in the merger (in thousands, except per share data): Total merger shares issued at Oct. 31, 2019 closing price (i) 26,228 Per share purchase price—represents Oct. 31, 2019 closing price $ 69.02 Total shares issued @ five-day average price (employee stock) 69 Per share purchase price—Stock @ five-day average price (employee stock) (ii) $ 72.90 Total purchase price—Stock $ 1,815,327 Total purchase price—Cash (i) $ 312,958 Total purchase price $ 2,128,285 (i) Under the terms of the merger agreement, holders of Legacy common stock, options and performance share awards received 0.5280 shares of Prosperity common stock and $6.28 cash for each share of Legacy common stock (or its equivalent), subject to certain conditions. (ii) Under the terms of the merger agreement, based upon the average Prosperity closing price for the five trading days immediately prior to October 31, 2019, which was $72.90. The merger consideration as shown in the table above is allocated to the tangible and intangible assets acquired and liabilities assumed of LegacyTexas based on their preliminary estimated fair values. As mentioned above in Note 1, Prosperity has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair market value of the LegacyTexas assets to be acquired or liabilities assumed, other than a preliminary estimate for intangible assets and held-to-maturity securities. Accordingly, apart from the aforementioned, certain assets acquired and liabilities assumed are presented at their respective carrying amounts and should be treated as preliminary values. The fair value assessments are preliminary and are based upon available information and certain assumptions, which Prosperity believes are reasonable under the circumstances. Actual results may differ materially from the assumptions within the unaudited pro forma condensed combined financial statements. The following table sets forth a preliminary allocation of the merger consideration to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed of LegacyTexas using LegacyTexas’ unaudited consolidated balance sheet as of June 30, 2019: Total merger consideration $ 2,128,285 Assets Acquired: Total cash and cash equivalents $ 263,843 Available for sale securities, at fair value 459,749 Held ...