Common use of Closing Merger Consideration Clause in Contracts

Closing Merger Consideration. (a) At least three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Evolent Entities (a) an estimated unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Adjustment Calculation Time (the “Estimated Closing Balance Sheet”), and (b) a statement (the “Company Closing Statement”) setting forth the Company’s calculation of (i) Estimated Closing Net Working Capital, Estimated Closing Net Cash (including the Company’s estimate of Indebtedness, the Company Expenses, and the Representative Expenses) and (ii) an estimated calculation derived therefrom of the Closing Merger Consideration (the “Estimated Closing Merger Consideration”). The Estimated Closing Balance Sheet shall be prepared on a consolidated basis for the Company and its Subsidiaries in accordance with the methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Sample Calculation of Net Working Capital. In addition, in connection with the delivery of the Estimated Closing Balance Sheet and the Company Closing Statement, the Company shall calculate and prepare in accordance with the terms of this Agreement and the Company’s Amended and Restated Certificate of Incorporation a schedule of the Estimated Closing Merger Consideration (the “Closing Merger Consideration Schedule”), which schedule shall contain wire instructions and other necessary information to make the payments and issuances contemplated by Section 4C, 4D, and 4E. In connection with the delivery of the Estimated Closing Balance Sheet, the Company Closing Statement and the Closing Merger Consideration Schedule, the Company shall deliver appropriate reasonable evidence of the amounts used therein. (b) Following the delivery of the Estimated Closing Balance Sheet, the Company Closing Statement and the Closing Merger Consideration Schedule, the Company and its Subsidiaries shall consider in good faith any comments of Buyer to the Estimated Closing Balance Sheet, the Company Closing Statement and the Closing Merger Consideration Schedule and the calculations set forth therein. (c) The Evolent Entities’ remittance of the amounts and/or issuance of Evolent Equity set forth in the Closing Merger Consideration Schedule shall be made (i) by wire transfer of immediately available funds pursuant to wire transfer instructions given to Buyer by the applicable recipients stated in the Closing Merger Consideration Schedule (such wire transfer instructions to be an exhibit to the Closing Merger Consideration Schedule) with respect to the Cash Consideration and (ii) with respect to the Equity Consideration, (A) by book entry form on the books of the Transfer Agent with respect to the issuance of the Class B Shares and (B) by amendment to the Buyer Operating Agreement with respect to the issuance of the Class B Common Units. Remittance and/or issuance by the Evolent Entities in accordance with the Closing Merger Consideration Schedule shall be irrevocably deemed for all purposes to satisfy the Evolent Entities’ obligation for payment and issuance of the Estimated Closing Merger Consideration.

Closing Merger Consideration. (a) At least On or before the date that is three (3) Business Days prior to the anticipated Closing Date, the Company shall will prepare and deliver to the Evolent Entities (a) an estimated unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Adjustment Calculation Time (the “Estimated Closing Balance Sheet”), and (b) Parent a statement (the “Company Closing Merger Consideration Statement”) ), setting forth (a) the Company’s calculation of (i) Estimated Closing Net Working Capital, (b) the Estimated Closing Net Cash (including the Company’s estimate of Indebtedness, (c) the Company Estimated Transaction Expenses, and (d) the Representative Expenses) Estimated Cash and (iie) an estimated the resulting calculation derived therefrom of the Merger Consideration as of the Closing Merger Consideration Date (such calculation, the “Estimated Closing Merger Consideration”). The Estimated Closing Balance Sheet shall Merger Consideration Statement will be prepared on accompanied by a consolidated basis for certificate of the Chief Financial Officer of the Company and its Subsidiaries stating that the Closing Merger Consideration Statement has been prepared in accordance with this Agreement, including the methodologies, practices, estimation techniques, assumptions Calculation Principles. The Payoff Letters and principles used in the preparation of Transaction Expense Invoices will be attached to the Sample Calculation of Net Working CapitalClosing Merger Consideration Statement. In addition, in connection Concurrently with the delivery of the Estimated Closing Balance Sheet and the Company Closing Merger Consideration Statement, the Company shall calculate will provide to Parent detailed data and prepare in accordance with schedules supporting the terms determination of this Agreement and the Company’s Amended and Restated Certificate of Incorporation a schedule each calculation set forth therein (including supporting detail for each component item of the Estimated Closing Merger Consideration (Net Working Capital). Prior to the “Closing Merger Consideration Schedule”), which schedule shall contain wire instructions and other necessary information to make the payments and issuances contemplated by Section 4C, 4D, and 4E. In connection with the delivery of the Estimated Closing Balance SheetClosing, the Company Closing Statement and will consider in good faith any of Parent’s comments to the Closing Merger Consideration Schedule, Statement and make such reasonable modifications that are necessary to ensure conformity with the Company shall deliver appropriate reasonable evidence of the amounts used thereinAgreement. (b) Following On or before the delivery of date that is five Business Days prior to the Estimated anticipated Closing Balance SheetDate, the Company will prepare and deliver to Parent a statement (the “Closing Statement Date Payment Statement”), which sets forth, in each case, as of immediately preceding the Closing (i) the name, mailing address and, if known, e-mail address of each Stockholder and holder of Company Common Stock Options, (ii) the number of shares of Company Common Stock owned of record by each such Stockholder, (iii) the number of shares of Parent Common Stock to be issued to each Stockholder pursuant to Section 3.02b), (iv) the Closing Merger Consideration SchedulePer Share, the Company and its Subsidiaries shall consider in good faith any comments of Buyer to the Estimated Closing Balance Sheet, the Company Closing Statement and the Closing Merger Consideration Schedule and the calculations set forth therein. (c) The Evolent Entities’ remittance of the amounts and/or issuance of Evolent Equity set forth in the Closing Merger Consideration Schedule shall be made (i) by wire transfer of immediately available funds pursuant to wire transfer instructions given to Buyer by the applicable recipients stated in the Closing Merger Consideration Schedule (such wire transfer instructions to be an exhibit to the Closing Merger Consideration Schedulev) with respect to the Cash Consideration and (ii) with respect to the Equity Considerationeach Company Common Stock Option, (A) by book entry form on the books number of shares of Company Common Stock that were subject to such Company Common Stock Option immediately prior to the Transfer Agent Effective Time, (B) the exercise price per share of Company Common Stock at which such Company Common Stock Option was exercisable immediately prior to the Effective Time and (C) the per-share exercise price with respect to each Assumed Option, (vi) the issuance of the Class B Shares Fully Diluted Number (broken out by Company Common Stock and Company Common Stock Options), and (Bvii) by amendment Bonus Cash, if any, together with a list of each recipient of Bonus Cash and the amount payable to the Buyer Operating Agreement with respect to the issuance of the Class B Common Units. Remittance and/or issuance by the Evolent Entities in accordance with the Closing Merger Consideration Schedule shall be irrevocably deemed for all purposes to satisfy the Evolent Entities’ obligation for payment and issuance of the Estimated Closing Merger Considerationeach such recipient.