Calculation of Merger Consideration Clause Samples

Calculation of Merger Consideration. As soon as practicable following the determination of the Offering Price and prior to the filing of the Certificate of Merger, all calculations relating to the Merger Consideration shall be performed in good faith by, or under the direction of, the Operating Partnership, and the parties hereby agree that, absent manifest error, such calculations shall be final and binding upon the holders of Management Company Interests.

Calculation of Merger Consideration. As soon as practicable following the determination of the IPO Price and prior to the Effective Time, all calculations relating to the Merger Consideration shall be performed in good faith by, or under the direction of, Provident and, absent manifest error, shall be final and binding upon the holders of RESI Equity Interests.

Calculation of Merger Consideration. (a) For purposes of this Agreement, the “Actual Merger Consideration” shall be an amount equal to (i) $855,000,000 (the “Gross Consideration”), minus (ii) Actual Indebtedness, plus (iii) the amount, if any, by which Actual Working Capital exceeds the Target Working Capital, minus (iv) the amount, if any, by which Actual Working Capital is less than the Target Working Capital, plus (v) Actual Cash, minus (vi) the amount of Company Transaction Expenses unpaid as of the Closing. (b) For purposes of this Agreement, the “Estimated Merger Consideration” shall be an amount equal to (i) the Gross Consideration, minus (ii) Estimated Indebtedness, plus (iii) the amount, if any, by which Estimated Working Capital exceeds the Target Working Capital, minus (iv) the amount, if any, by which Estimated Working Capital is less than the Target Working Capital, plus (v) Estimated Cash, minus (vi) the amount of Company Transaction Expenses unpaid as of the Closing. Not less than two (2) days prior to the anticipated Closing Date, the Company shall deliver to Buyer a statement (the “Closing Certificate”), duly certified by an authorized officer of the Company, setting forth (to the extent practicable as of such date) the Company’s good faith estimate of (i) the Estimated Working Capital, the Estimated Indebtedness, the Estimated Cash, and the Estimated Company Transaction Expenses together, in each case, with the calculations thereof and with reasonably detailed supporting information, (ii) the Company’s calculation of the Estimated Merger Consideration, (iii) the Closing Stock Payment payable at the Closing to each Stockholder in accordance with Section 2.05(c) and (iv) the Closing Option Payment payable at the Closing to each Optionholder in accordance with Section 2.05(d). If Buyer shall object to any of the information set forth in the Closing Certificate or the accompanying information delivered by the Company to Buyer pursuant to this Section 2.05(b), then Buyer and the Company shall negotiate in good faith and use reasonable efforts to attempt to agree upon appropriate adjustments; provided, however, that, the ultimate determination of the estimates in the Closing Certificate shall be made by the Company and in no event shall such negotiation delay the Closing, it being understood that Buyer’s recourse with respect to any disputes regarding the Closing Certificate shall be as provided in Section 2.07. The Company shall deliver such work papers and other documents and in...

Calculation of Merger Consideration. (a) For purposes of this Agreement, the following terms shall have the meanings set forth below:

Calculation of Merger Consideration. (a) Not fewer than three Business Days prior to the date hereof, the Company delivered to Parent a statement (the “Estimate Statement”) setting forth the Company’s good faith estimates of the amounts of the Closing Working Capital, the Net Closing Indebtedness and the Unpaid Company Transaction Expenses, and the amount of the Merger Consideration (the “Estimated Merger Consideration”) based on the foregoing estimates. The Estimate Statement also included the Sellers’ Expense Amount and the Company’s determination of the estimated Closing Date Share Amount based on the Estimated Merger Consideration, the Indemnity Amount, the Adjustment Amount and the Sellers’ Expense Amount, together with the aggregate number of outstanding shares of Common Stock and the aggregate number of Common Stock Equivalents (and the aggregate exercise prices thereof) used in the determination thereof. The Company has provided to Parent prompt notice and the details of any exercise of Common Stock Equivalents that occurred following the calculation of any amounts included in the Estimate Statement and prior to the Effective Time. To the extent any Common Stock Equivalents have been exercised following Parent’s receipt of the Estimate Statement, the Estimated Merger Consideration shall be adjusted to give effect to the actual number of Common Stock Equivalents outstanding immediately prior to the Effective Time rather than the number of Common Stock Equivalents estimated to be outstanding immediately prior to the Effective Time in the Estimate Statement. (b) No later than the 90th day after the Closing Date, Parent will prepare and deliver, or cause to be prepared and delivered, to the Shareholder Representative a consolidated balance sheet of the Company and the Company Subsidiaries (the “Closing Balance Sheet”), together with a statement (the “Closing Statement”) setting forth Parent’s determination of (i) the actual Closing Working Capital as of the Adjustment Time, (ii) the actual Net Closing Indebtedness as of the Adjustment Time, and (iii) the actual Unpaid Company Transaction Expenses as of the Effective Time. The Closing Statement shall also include the Company’s determination of the Merger Consideration and the Closing Date Share Amount, based on the Indemnity Amount, the Adjustment Amount and the Sellers’ Expense Amount, together with the aggregate number of outstanding shares of Common Stock and the aggregate number of Common Stock Equivalents (and aggregate exercise price...

Calculation of Merger Consideration. As soon as practicable following the determination of the IPO Price and prior to the Effective Time, all calculations relating to the Merger Consideration shall be performed in good faith by, or under the direction of, the REIT, and shall be final and binding upon the holders of YIP Interest or SAE Entity Member Interest.

Calculation of Merger Consideration. As used herein,

Calculation of Merger Consideration. Upon the terms and subject to the conditions set forth in this Agreement, Buyer shall pay, or cause to be paid, with respect to the Common Stock and Options, an aggregate amount in cash (the “Merger Consideration”) equal to: (i) $800,000,000.00 (the “Base Purchase Price”); (ii) plus the Net Working Capital Adjustment; (iii) plus the Closing Cash; (iv) minus the Closing Indebtedness; (v) minus the Closing Company Transaction Expenses; and (vi) minus the Administrative Expense Amount. After the Effective Time, the Merger Consideration shall be subject to the Merger Consideration Adjustment pursuant to ‎Section 2.8.

Calculation of Merger Consideration. Prior to the Effective Time, the Company shall provide to Parent for review and approval (a) an update to Section 2.3 reflecting the capitalization of the Company as of immediately prior to the Effective Time, (b) a detailed list setting forth the name, address and Social Security Number or Taxpayer ID Number of each holder of Company Common Stock, Company Preferred Stock, Company Options and Company Warrants, as well as the number of shares of Company Common Stock or Company Preferred Stock held by such holder or subject to such holder’s Company Options or Company Warrants as of immediately prior to the Effective Time, (c) the amount of Merger Consideration to which each such holder of Company Common Stock or Company Preferred Stock is entitled to pursuant to Section 1.5(c) of this Agreement and (d) the number of shares of Parent Common Stock for which each such holder’s Company Options and Company Warrants are exercisable and the exercise price for such Company Options and Company Warrants as of the Effective Time determined in accordance with Section 1.6 and Section 1.7 of this Agreement, respectively.