Closing Date Statements. (a) Not less than two (2) Business Days prior to the Closing Date, the Company shall deliver to Buyer a statement (the “Closing Date Equity Statement”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Equity Holders), which sets forth (i) the name of each Stockholder, (ii) the number of Company Shares owned by each Stockholder, (iii) the amount of the Purchase Price to be paid to each Stockholder at the Closing pursuant to Section 2.6, (iv) the name of each Option Holder and the Warrant Holder, (v) the Per Share Amount, (vi) the Aggregate Option Exercise Price, (vii) the amount of the Option Payment payable to each Option Holder pursuant to Section 2.7, (viii) the Aggregate Warrant Exercise Price, (ix) the amount of the Warrant Payment payable to the Warrant Holder pursuant to Section 2.6, and (x) the number of Fully Diluted Shares. (b) Not less than two (2) Business Days prior to the Closing Date, the Company shall deliver to Buyer a statement (the “Closing Date Indebtedness Statement”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Company), which sets forth by lender or other party, the aggregate amount of Indebtedness of the Company as of the Closing Date. The Closing Date Indebtedness Statement shall reflect the aggregate Indebtedness set forth on the Payoff Letters. (c) Not less than two (2) Business Days prior to the Closing Date, the Company shall deliver to Buyer a certificate (the “Closing Date Financial Certificate”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Company), which sets forth (i) the Company’s good faith estimate of the Estimated Net Working Capital, and the Estimated Working Capital Surplus or the Estimated Working Capital Deficit, as the case may be together with reasonably detailed supporting documentation, (ii) by payee, the aggregate amount of the Sellers’ Transaction Expenses, and (iii) the Company’s good faith estimate of the Closing Date Cash (the “Estimated Closing Date Cash”). Buyer shall have an opportunity to review the Closing Date Financial Statement and the Company shall work together with Buyer in good faith to attempt to address any reasonable requests by Buyer for adjustments to the Estimated Net Working Capital and Estimated Closing Date Cash.
Appears in 1 contract
Closing Date Statements. (a) Not less than two three (23) Business Days prior to the Closing Date, the Company shall deliver to Buyer Parent:
(i) a statement, signed by the Chief Financial Officer of the Company, which sets forth the (i) name of each Company Stockholder of record on the books and records of the Company, (ii) number of shares of Company Common Stock owned by each such Company Stockholder, (iii) name of each holder of Options and/or RSUs, (iv) number of Options and/or RSUs owned by each holder of Options and/or RSUs, and the exercise price (with respect to Options) payable with respect thereto, and (v) Aggregate Option Exercise Price;
(ii) a statement (the “Closing Date Equity StatementFinancial Certificate”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Equity Holders)Company, which sets forth a good faith estimate of (i) the name Cash and Cash Equivalents as of each Stockholder11:59 p.m. Central Prevailing Time on the day immediately preceding the Closing Date (the “Estimated Closing Cash”), (ii) the number Net Working Capital as of Company Shares owned by each Stockholder11:59 p.m. Central Prevailing Time on the day immediately preceding the Closing Date (the “Estimated Closing Net Working Capital”) and the Estimated Net Working Capital Surplus or the Estimated Net Working Capital Deficit, as the case may be, (iii) the amount Company Transaction Expenses as of the Purchase Price immediately prior to be paid to each Stockholder at the Closing pursuant to Section 2.6(the “Estimated Closing Company Transaction Expenses”), and (iv) the name Reimbursed Transaction Expenses as of each Option Holder and the Warrant Holder, (v) the Per Share Amount, (vi) the Aggregate Option Exercise Price, (vii) the amount of the Option Payment payable to each Option Holder pursuant to Section 2.7, (viii) the Aggregate Warrant Exercise Price, (ix) the amount of the Warrant Payment payable to the Warrant Holder pursuant to Section 2.6, and (x) the number of Fully Diluted Shares.
(b) Not less than two (2) Business Days immediately prior to the Closing DateClosing, the Company shall deliver to Buyer in each case with reasonable supporting detail; and
(iii) a statement (the “Closing Date Indebtedness Statement”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Company), which sets forth by lender or other partywith respect to each debt facility and payee, the aggregate amount of Indebtedness of the Company and the Company Subsidiaries as of the Closing Date. The Closing Date Indebtedness Statement shall reflect the aggregate Indebtedness set forth on the Payoff Letters.
(c) Not less than two (2) Business Days immediately prior to the Closing Date, the Company shall deliver to Buyer a certificate (the “Closing Date Financial Certificate”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Company), which sets forth (i) the Company’s good faith estimate of the Estimated Net Working Capital, and the Estimated Working Capital Surplus or the Estimated Working Capital Deficit, as the case may be together with reasonably detailed supporting documentation, (ii) by payee, the aggregate amount of the Sellers’ Transaction Expenses, and (iii) the Company’s good faith estimate of the Closing Date Cash (the “Estimated Closing Date CashIndebtedness”). Buyer ; provided, that, the Estimated Closing Indebtedness may be updated on the date that is one day immediately prior to the Closing Date to set forth, in the case of Indebtedness for Borrowed Money (other than the Senior Notes), the amount specified in the Payoff Letters as being required to be paid on the Closing Date.
(b) Parent shall have an opportunity be entitled to review and comment upon the Closing Date Financial Certificate and Closing Date Indebtedness Statement delivered by the Company pursuant to this Section 2.1, and the Company shall work together with Buyer consider Parent’s comments thereto in good faith to attempt to address any reasonable requests by Buyer for adjustments to the Estimated Net Working Capital and Estimated Closing Date Cashfaith.
Appears in 1 contract
Sources: Merger Agreement (Federal Street Acquisition Corp.)
Closing Date Statements. (a) Not less than two three (23) Business Days prior to the Closing Date, the Company shall deliver to Buyer Parent:
(i) a statement, signed by the Chief Financial Officer of the Company, which sets forth the (i) name of each Company Stockholder of record on the books and records of the Company, (ii) number of shares of Company Common Stock owned by each such Company Stockholder, (iii) name of each Exercising Option Holder, (iv) number of Exercised Option Shares owned by each such Exercising Option Holder, and the exercise price payable with respect thereto, and (v) Aggregate Option Exercise Price;
(ii) a statement (the “Closing Date Equity StatementFinancial Certificate”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Equity Holders)Company, which sets forth a good faith estimate of (i) the name Cash and Cash Equivalents as of each Stockholder11:59 p.m. Mountain Time on the day immediately preceding the Closing Date (the “Estimated Closing Cash”), (ii) the number Net Working Capital, and the Estimated Net Working Capital Surplus or the Estimated Net Working Capital Deficit, as the case may be, as of Company Shares owned by each Stockholder11:59 p.m. Mountain Time on the day immediately preceding the Closing Date (the “Estimated Closing Net Working Capital”), (iii) the amount Company Transaction Expenses as of the Purchase Price immediately prior to be paid to each Stockholder at the Closing pursuant to Section 2.6(the “Estimated Closing Company Transaction Expenses”), (iv) the name Reimbursed Transaction Expenses as of each Option Holder and immediately prior to the Warrant HolderClosing, (v) the Per Share AmountWarrant Payment Amount as of immediately prior to the Closing, and (vi) the Aggregate Option Exercise Price, (vii) the amount Contingent Stock Purchase Payment Amount as of the Option Payment payable to each Option Holder pursuant to Section 2.7, (viii) the Aggregate Warrant Exercise Price, (ix) the amount of the Warrant Payment payable to the Warrant Holder pursuant to Section 2.6, and (x) the number of Fully Diluted Shares.
(b) Not less than two (2) Business Days immediately prior to the Closing Date, the Company shall deliver to Buyer Closing; and
(iii) a statement (the “Closing Date Indebtedness Statement”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Company), which sets forth by lender or other party, the aggregate principal amount and accrued and unpaid interest of Indebtedness of the Company and the Company Subsidiaries as of the Closing Date. The Closing Date Indebtedness Statement shall reflect the aggregate Indebtedness set forth on the Payoff Letters.
(c) Not less than two (2) Business Days immediately prior to the Closing Date, the Company shall deliver to Buyer a certificate (the “Closing Date Financial Certificate”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Company), which sets forth (i) the Company’s good faith estimate of the Estimated Net Working Capital, and the Estimated Working Capital Surplus or the Estimated Working Capital Deficit, as the case may be together with reasonably detailed supporting documentation, (ii) by payee, the aggregate amount of the Sellers’ Transaction Expenses, and (iii) the Company’s good faith estimate of the Closing Date Cash (the “Estimated Closing Date CashIndebtedness”). Buyer shall have an opportunity to review the Closing Date Financial Statement and the Company shall work together with Buyer in good faith to attempt to address any reasonable requests by Buyer for adjustments to the Estimated Net Working Capital and Estimated Closing Date Cash.
Appears in 1 contract
Closing Date Statements. (a) Not less than two three (23) Business Days prior to the Closing Date, the Company shall deliver to Buyer Buyer:
(a) a statement (the “Closing Date Equity StatementPayment Certificate”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Equity Holders)Company, which sets forth forth, in each case, as of immediately preceding the Closing, the (i) the name of each StockholderStockholder of record on the books and records of the Company, (ii) the number of Company Shares shares of Common Stock owned of record by each such Stockholder, (iii) the amount number of shares of Series A Preferred Stock owned of record by each such Stockholder and their respective Series A Liquidation Amounts, (iv) number of shares of Series B Preferred Stock owned of record by each such Stockholder and their respective Series B Liquidation Amounts, (v) number of shares of Series C Preferred Stock owned of record by each such Stockholder and their respective Series C Liquidation Amounts, (vi) number of shares of Series D Preferred Stock owned of record by each such Stockholder and their respective Series D Liquidation Amounts, (vii) number of shares of Series E Preferred Stock owned of record by each such Stockholder and their respective Series E Liquidation Amounts, (viii) portion of the Purchase Price Closing Date Payment Amount to be paid to each such Stockholder at by the Closing pursuant to Section 2.6Paying Agent, (ivix) the name of each Option Holder and the Warrant Holder, (vx) the Per Share Amount, (vixi) the Aggregate Option Exercise Price, (viixii) the amount of the Option Payment payable to each Option Holder pursuant to Section 2.72.5(a), (viiixiii) the Aggregate Warrant Exercise PriceSAR Closing Payment Amount, (ix) and the amount portion of the Warrant SAR Closing Payment payable Amount to the Warrant Holder pursuant be paid to Section 2.6, each SAR Participant; and (xxiv) the number of Fully Diluted Shares.; and
(b) Not less than two (2) Business Days prior to the Closing Date, the Company shall deliver to Buyer a statement (the “Closing Date Indebtedness Statement”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Company), which sets forth by lender or other party, the aggregate amount of Indebtedness of the Company as of the Closing Date. The Closing Date Indebtedness Statement shall reflect the aggregate Indebtedness set forth on the Payoff Letters.
(c) Not less than two (2) Business Days prior to the Closing Date, the Company shall deliver to Buyer a certificate (the “Closing Date Financial Certificate”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Company), which sets forth (i) the Company’s good faith estimate of (i) the Estimated Net Working Capital, Cash and the Estimated Working Capital Surplus or the Estimated Working Capital Deficit, as the case may be together with reasonably detailed supporting documentationCash Equivalents, (ii) by payee, the aggregate amount of Net Working Capital and the Sellers’ Transaction Expenses, Net Working Capital Adjustment based thereon and (iii) the Company’s good faith estimate of the Closing Date Cash Company Transaction Expenses (the “Estimated Closing Date CashCompany Transaction Expenses”) (iv) the aggregate Indebtedness of the Company and the Company Subsidiaries (on a lender-by-lender basis, where applicable), (v) the Audit Support Amount, and (vi) the amount of the Merger Consideration determined on the basis of the foregoing (the “Estimated Merger Consideration Amount”), in each case prepared (x) as of immediately preceding the Closing and (y) in accordance with the accounting principles, policies, procedures, practices, judgments, applications, and methodologies used in preparing the Financial Statements, along with reasonable supporting detail to evidence the calculation of such amounts. Buyer shall have an opportunity to make a good faith review of, and consult with the Company regarding, the information set forth in the Closing Date Financial Statement Payment Certificate and the Closing Date Certificate. Buyer and the Company shall work together with Buyer in use good faith efforts to attempt mutually agree on the information set forth in the Closing Date Payment Certificate and the Closing Date Certificate; provided, that if Buyer and the Company are not able to address any reasonable requests by Buyer for adjustments reach a mutual agreement prior to the Estimated Net Working Capital and Estimated Closing Date, the Closing Date CashPayment Certificate and Closing Date Certificate provided by the Company to Buyer shall control. The Stockholders shall be solely responsible for the allocation of the Merger Consideration among the Stockholders and Option Holders and payments to the SAR Participants as set forth in the Closing Date Payment Certificate and as contemplated by this Agreement, and Buyer shall have no responsibility or liability in respect thereof.
Appears in 1 contract
Sources: Merger Agreement (Charles River Laboratories International Inc)
Closing Date Statements. (a) Not less than two three (23) Business Days prior to the Closing Date, the Company shall deliver to Buyer Buyer:
(a) a statement (the “Closing Date Equity StatementPayment Certificate”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Equity Holders)Company, which sets forth forth, in each case, as of immediately preceding the Closing, the (i) the name of each StockholderStockholder of record on the books and records of the Company, (ii) the number of Company Shares shares of Common Stock owned of record by each such Stockholder, (iii) the amount portion of the Purchase Price Closing Date Payment Amount to be paid to each such Stockholder at the Closing pursuant to Section 2.6, (iv) the name of each Option Holder and the Warrant Holder, (v) the Per Share Amount, (vi) the Aggregate Option Exercise Price, (vii) the amount of the Option Payment payable to each Option Holder pursuant to Section 2.7, Section 2.5(a) and (viii) the Aggregate Warrant Exercise Price, (ix) the amount of the Warrant Payment payable to the Warrant Holder pursuant to Section 2.6, and (x) the number of Fully Diluted Shares.; and
(b) Not less than two (2) Business Days prior to the Closing Date, the Company shall deliver to Buyer a statement (the “Closing Date Indebtedness Statement”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Company), which sets forth by lender or other party, the aggregate amount of Indebtedness of the Company as of the Closing Date. The Closing Date Indebtedness Statement shall reflect the aggregate Indebtedness set forth on the Payoff Letters.
(c) Not less than two (2) Business Days prior to the Closing Date, the Company shall deliver to Buyer a certificate (the “Closing Date Financial Certificate”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Company), which sets forth (i) the Company’s good faith estimate of (i) the Estimated Net Working Capital, Cash and the Estimated Working Capital Surplus or the Estimated Working Capital Deficit, as the case may be together with reasonably detailed supporting documentationCash Equivalents, (ii) by payee, the aggregate amount of Net Working Capital and the Sellers’ Transaction Expenses, Net Working Capital Adjustment based thereon and (iii) the Company’s good faith estimate of the Closing Date Cash Company Transaction Expenses (the “Estimated Closing Date CashCompany Transaction Expenses”) (iv) the Closing Indebtedness on a lender-by-lender basis, where applicable (the “Estimated Closing Indebtedness”), and (v) the amount of the Merger Consideration determined on the basis of the foregoing (the “Estimated Merger Consideration Amount”), in each case prepared (x) as of immediately preceding the Closing and (y) in accordance with and based upon the Accounting Principles. The Stockholders shall be solely responsible for the allocation of the Merger Consideration among the Stockholders and Option Holders as set forth in the Closing Date Payment Certificate and as contemplated by this Agreement, and Buyer shall have an opportunity to review the Closing Date Financial Statement and the Company shall work together with Buyer no responsibility or liability in good faith to attempt to address any reasonable requests by Buyer for adjustments to the Estimated Net Working Capital and Estimated Closing Date Cashrespect thereof.
Appears in 1 contract
Sources: Merger Agreement (Charles River Laboratories International Inc)
Closing Date Statements. (a) Not less than two (2) Business Days prior to the Closing Date, the Company Waitr shall deliver to Buyer Landcadia a statement (the “Waitr Closing Date Equity StatementSchedule”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Equity Holders)Waitr, which sets forth the following, as of immediately prior to the Effective Time (or at such other time as specified herein):
(i) the name of each Stockholder, Per Share Merger Consideration and Exchange Ratio;
(ii) the number of Company Shares owned by each Stockholder, Stock Portion;
(iii) the amount Cash Portion;
(iv) (A) the name and address of each Waitr Stockholder, (B) the Purchase Price number and type of shares of Waitr Capital Stock held by each Waitr Stockholder, (C) where applicable, the respective certificate numbers held by each Waitr Stockholder, (D) the Cash Portion to be paid to each Waitr Stockholder at the Closing in respect of each type of shares of Waitr Capital Stock held by such Waitr Stockholder, and (E) the Stock Portion to be paid to each Waitr Stockholder at the Closing in respect of each type of shares of Waitr Capital Stock held by such Waitr Stockholder, with respect to (D) and (E), in each case, pursuant to Section 2.6, 3.3;
(ivA) the name and address of each holder of Vested Options (each, a “Vested Option Holder and Holder”), (B) the Warrant number of shares of Waitr Common Stock underlying each Vested Option held by each such Vested Option Holder, (vC) the Per Share Amountgrant date, expiration date and exercise price per share of each Vested Option held by each such holder, (viD) the Aggregate In-the-Money Vested Option Exercise Price, (viiE) the amount of the Vested Option Payment payable Cash Amount to be paid to each holder of a Vested Cash Option Holder at the time such Vested Cash Option is cancelled, and (F) the Vested Option Stock Amount to be paid to each holder of a Vested Share Option at the time of exercise of such Vested Share Option, with respect to (E) and (F), in each case, pursuant to Section 2.73.4(a);
(A) the name and address of each holder of Unvested Options (each, an “Unvested Option Holder”), (viiiB) the Aggregate Warrant Exercise Pricegrant date, expiration date and exercise price per share and vesting schedule of each Unvested Company Option held by each such Unvested Option Holder and (ixC) for each Unvested Option Holder, the Rollover Option Amount;
(vii) (A) the amount name and address of the each holder of Waitr Warrants (each, a “Waitr Warrant Payment payable to the Warrant Holder pursuant to Section 2.6, and Holder”); (xB) the number of Fully Diluted Sharesshares of Waitr Common Stock underlying the Waitr Warrants held by each such Waitr Warrant Holder, (C) the grant date, expiration date, exercise price per share, vesting schedule and vested status of each Waitr Warrant held by each Waitr Warrant Holder, (D) the Warrant Cash Amount to be paid to each Waitr Warrant Holder at the Closing, and (E) the Warrant Stock Amount to be paid to each Waitr Warrant Holder at the Closing, with respect to (D) and (E), in each case, pursuant to Section 3.5;
(viii) (A) the name and address of each holder of Waitr Convertible Notes (each, a “Waitr Convertible Note Holder”), (B) the principal amount outstanding and accrued interest, as of the Closing Date, for each Convertible Note held by such Waitr Convertible Note Holder, (C) the number of shares of Series AA Preferred Stock into which such Waitr Convertible Note, if a Waitr Converting Convertible Note, will be converted immediately prior to the Effective Time, and (D) the Waitr Convertible Note Cash Out Amount for each Waitr Convertible Note that is a Waitr Cashing Out Convertible Note; and
(ix) a good faith estimate of (A) the Net Working Capital, as of 11:59 p.m. New York time on the day immediately preceding the Closing Date (the “Closing Net Working Capital”), and (B) the Transaction Expenses of Waitr as of immediately prior to the Closing.
(b) Not less than two (2) Business Days prior to the Closing Date, the Company Landcadia shall deliver to Buyer Waitr a statement (the “Closing Date Indebtedness Statement”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Company)Landcadia, which sets forth the following:
(i) (A) the name of each holder of record of Landcadia Capital Stock on the books and records of Landcadia, (B) the number of shares of Landcadia Capital Stock owned by lender or other partyeach such stockholder, (C) the aggregate amount name of Indebtedness each holder of Landcadia Warrants and the number of shares of Landcadia Class A Common Stock that are issuable upon the full exercise of the Company Landcadia Warrants, and the exercise price payable with respect thereto; and
(ii) a good faith estimate of (A) the Redemption Amount, as of the Closing Date. The Closing Date Indebtedness Statement shall reflect the aggregate Indebtedness set forth 11:59 p.m. New York time on the Payoff Letters.
(c) Not less than two (2) Business Days prior to day immediately preceding the Closing Date, the Company shall deliver to Buyer a certificate (the “Closing Date Financial Certificate”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Company), which sets forth (iB) the Company’s good faith estimate Transaction Expenses of Landcadia as of immediately prior to the Estimated Net Working Capital, and the Estimated Working Capital Surplus or the Estimated Working Capital Deficit, as the case may be together with reasonably detailed supporting documentation, (ii) by payee, the aggregate amount of the Sellers’ Transaction Expenses, Closing; and (iiiC) the Company’s good faith estimate of the Closing Date Additional Cash (the “Estimated Closing Date Cash”). Buyer shall have an opportunity to review the Closing Date Financial Statement and the Company shall work together with Buyer in good faith to attempt to address any reasonable requests by Buyer for adjustments to the Estimated Net Working Capital and Estimated Closing Date CashAmount, if any.
Appears in 1 contract
Closing Date Statements. (a) Not less than two five (25) Business Days prior to the Closing Date, the Company shall deliver to Buyer Parent:
(i) a statement, signed by the Chief Financial Officer of the Company, which sets forth the (i) name of each Company Stockholder of record on the books and records of the Company and (ii) number and class of shares of Company Stock owned by each such Company Stockholder (the “Closing Date Capitalization Statement”);
(ii) a statement (the “Closing Date Equity StatementFinancial Certificate”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Equity Holders)Company, which sets forth a good faith estimate of (i) the name Cash and Cash Equivalents as of each Stockholder, the Effective Time (the “Estimated Closing Cash”) and (ii) the number of Company Shares owned by each StockholderNet Working Capital, (iii) the amount of the Purchase Price to be paid to each Stockholder at the Closing pursuant to Section 2.6, (iv) the name of each Option Holder and the Warrant HolderEstimated Net Working Capital Surplus or the Estimated Net Working Capital Deficit, (v) as the Per Share Amountcase may be, (vi) as of 11:59 pm on the Aggregate Option Exercise Price, (vii) the amount of the Option Payment payable to each Option Holder pursuant to Section 2.7, (viii) the Aggregate Warrant Exercise Price, (ix) the amount of the Warrant Payment payable to the Warrant Holder pursuant to Section 2.6, and (x) the number of Fully Diluted Shares.
(b) Not less than two (2) Business Days day prior to the Closing Date, Date (the Company shall deliver to Buyer “Estimated Closing Net Working Capital”);
(iii) a statement (the “Closing Date Indebtedness Statement”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Company), which sets forth by lender or other party, the aggregate principal amount and accrued and unpaid interest of Indebtedness of the Company (the “Estimated Closing Indebtedness”), prepared as of the Effective Time; and
(iv) a statement (the “Closing Date. Date Transaction Expense Statement”), signed by the Chief Financial Officer of the Company, which sets forth the Company Transaction Expenses (the “Closing Company Transaction Expenses”) as of immediately prior to the Closing.
(b) The Company shall consider in good faith Parent’s comments to the Closing Date Capitalization Statement, the Closing Date Financial Certificate, the Closing Date Indebtedness Statement and the Closing Company Transaction Expenses, which comments Parent shall reflect deliver to the aggregate Indebtedness set forth on the Payoff Letters.
(c) Not less Company no fewer than two (2) Business Days prior to the Closing Date, and revise the Closing Date Capitalization Statement, the Closing Date Financial Certificate, the Closing Date Indebtedness Statement and the Closing Date Transaction Expense Statement to incorporate any changes the Company determines in good faith are appropriate.
(c) In connection with preparation and delivery of the Closing Date Capitalization Statement, the Closing Date Financial Certificate and the Closing Date Indebtedness Statement, the Company shall provide all reasonable supporting detail to evidence the Company’s calculations, explanations and assumptions and any documentation or information as reasonably requested by Parent.
(d) Within five (5) Business Days following execution of this Agreement, Parent shall deliver to the Company a statement (the “Closing Date Parent Transaction Expenses Statement”) setting forth the Parent Transaction Expenses as of the date of this Agreement. Thereafter, not less than five (5) Business Days prior to the Closing Date, the Parent shall deliver to the Company the Parent Transaction Expenses as of immediately prior to the Closing (the “Closing Parent Transaction Expenses”). Parent shall consider in good faith the Company’s comments regarding the Parent Transaction Expenses, which comments the Company shall deliver to Buyer a certificate the Parent no fewer than two (2) Business Days prior to the “Closing Date Financial Certificate”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Company), which sets forth (i) the Company’s good faith estimate of the Estimated Net Working CapitalDate, and make such adjustments to the Estimated Working Capital Surplus or the Estimated Working Capital Deficit, Parent Transaction Expenses in response to such comments as the case may be together with reasonably detailed supporting documentation, (ii) by payee, the aggregate amount of the Sellers’ Transaction Expenses, and (iii) the Company’s good faith estimate of the Closing Date Cash (the “Estimated Closing Date Cash”). Buyer shall have an opportunity to review the Closing Date Financial Statement and the Company shall work together with Buyer Parent determines in good faith to attempt to address any reasonable requests by Buyer for adjustments to the Estimated Net Working Capital and Estimated Closing Date Cashare reasonable.
Appears in 1 contract
Closing Date Statements. (a) Not less than two three (23) Business Days prior to the Closing Date, the Company shall deliver to Buyer the Buyers:
(a) a statement (the “Closing Date Equity Statement”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Equity Holders), which sets forth (i) the name of each Stockholder, (ii) the number of Company Shares owned by each Stockholder, (iii) the amount of the Purchase Price to be paid to each Stockholder at the Closing pursuant to Section 2.6, (iv) the name of each Option Holder and the Warrant Holder, (v) the Per Share Amount, (vi) the Aggregate Option Exercise Price, (vii) the amount of the Option Payment payable to each Option Holder pursuant to Section 2.7, (viii) the Aggregate Warrant Exercise Price, (ix) the amount of the Warrant Payment payable to the Warrant Holder pursuant to Section 2.6, and (x) the number of Fully Diluted Shares.
(b) Not less than two (2) Business Days prior to the Closing Date, the Company shall deliver to Buyer a statement (the “Closing Date Indebtedness Statement”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Company), which sets forth by lender or other party, the aggregate amount of Indebtedness of the Company as of the Closing Date. The Closing Date Indebtedness Statement shall reflect the aggregate Indebtedness set forth on the Payoff Letters.
(c) Not less than two (2) Business Days prior to the Closing Date, the Company shall deliver to Buyer a certificate (the “Closing Date Financial Certificate”), signed by the Chief Financial Officer of the Company (on behalf and in the name of the Company)Officer, which sets forth a good faith estimate and which shall include reasonably detailed supporting calculations of (i) the Company’s good faith estimate of Net Working Capital (the “Estimated Closing Net Working Capital”), and the Estimated Net Working Capital Surplus or the Estimated Net Working Capital Deficit, as the case may be together with reasonably detailed supporting documentationbe, (ii) by payee, the aggregate amount of Company Transaction Expenses (the Sellers’ “Estimated Closing Company Transaction Expenses”), and (iii) the Cash and Cash Equivalents (the “Estimated Closing Cash”), and, in the case of (i), calculated in accordance with the accounting principles set forth on Exhibit B (the “Working Capital Rules”) and presented consistent with Exhibit C, which exhibit provides an illustrative calculation of Net Working Capital as of March 31, 2017. The Company shall provide reasonable supporting detail to evidence the Company’s calculations, explanations and assumptions for the calculation of amounts on the Closing Date Financial Certificate, it being agreed that (x) the Company will permit the Buyers and their Representatives to review and comment in advance on the Closing Date Financial Certificate and (y) the Company shall consider in good faith any reasonable comments provided by the Buyers on the Closing Date Financial Certificate; and
(b) a statement (the “Closing Date Indebtedness Statement”), prepared in accordance with Exhibit D and signed by the Chief Financial Officer, which sets forth by lender or other party a good faith estimate of the Indebtedness and Debt-Like Items of the Group Companies outstanding as of immediately prior to the Closing Date Cash (the “Estimated Closing Date CashIndebtedness”). Buyer The Company shall have an opportunity provide reasonable supporting detail to review evidence the Company’s calculations, explanations and assumptions for the calculation of amounts on the Closing Date Financial Statement and the Company shall work together with Buyer in good faith to attempt to address any reasonable requests by Buyer for adjustments to the Estimated Net Working Capital and Estimated Closing Date CashIndebtedness Statement.
Appears in 1 contract
Sources: Interest Purchase Agreement (Owens & Minor Inc/Va/)