Merger Consideration Calculation Sample Clauses

Merger Consideration Calculation. (a) No later than fifteen (15) days following the IPO Closing Date, the Company shall provide to the Chief Accounting Officer of RW (the "CAO") a determination of the fair market value (as defined) of its inventory, machinery, equipment and real estate (the "Valued Assets") as of the IPO Closing Date. Within seven (7) days of such date, the CAO shall distribute to every Founding Company the value of the Valued Assets of every Founding Company. The Company shall have seven (7) days from the date of the distribution of such valuation to dispute the value of the Valued Assets of any Founding Company by providing written notice of such dispute to the CAO. If the CAO is unable to resolve any such dispute, the dispute shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, which arbitration shall be resolved no later than thirty (30) days from selection of the arbitrator. The arbitrator shall be selected by the CAO. (b) Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇, if not Arth▇▇ ▇▇▇e▇▇▇▇, ▇▇e Company's accountant, shall cause to be prepared and delivered to RW and the Company a calculation as of the IPO Closing Date of the Defined Net Worth of the Company (the "Balance Sheet Calculation"). The Balance Sheet Calculation shall be final and binding on the Company and the Other Founding Companies absent fraud, manifest error or gross negligence. (c) The Balance Sheet Calculation shall include a report of Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇, if not Arth▇▇ ▇▇▇e▇▇▇▇, ▇▇e Company's accountant, stating that it has been prepared in a manner consistent with the accounting policies and procedures used in preparation of the balance sheets in the Initial Financial Statements, except as provided in the definition of "Defined Net Worth" contained herein. The Stockholders shall give Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ other appropriate personnel such assistance and access to the assets and books and records of the Company as Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ll reasonably request during normal business hours in order to enable them to prepare the Balance Sheet Calculation. The Surviving Corporation shall be responsible for the fees and expenses of Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇, if not Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ Company's accountant.
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Merger Consideration Calculation. (a) At least five (5) Business Days prior to the Closing Date, the Company shall prepare, or cause to be prepared, and deliver to Parent a statement (the “Closing Statement”) setting forth (i) an unaudited consolidated balance sheet of the Company Entities, as of immediately prior to the Closing (the “Closing Balance Sheet”), (ii) based on the Closing Balance Sheet, a calculation (including reasonable supporting detail) of the amount of Excluded Liabilities as of immediately prior to the Closing (the “Closing Excluded Liabilities”), (iii) a calculation (including reasonable supporting detail) of any Leakage (“Closing Leakage”), (iv) a calculation (including reasonable supporting detail) of the Fully Diluted Shares and (v) on the basis of the foregoing, a reasonably detailed calculation of the Parent Stock Issuance Amount, Merger Consideration, and the Exchange Ratio (calculated in accordance with Schedule 2.4(a)(i) attached hereto), and an allocation of the Merger Consideration among the various Sellers based on their respective ownership interests in the Company Entities (such allocation, the “Consideration Allocation”). The Closing Balance Sheet shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the Locked Box Balance Sheet. An illustrative example of a Closing Statement is set forth as Schedule 2.4(a)(ii) (the “Sample Closing Statement”). The Closing Balance Sheet shall be accompanied by a certificate signed by the principal financial officer of the Company, certifying to the accuracy of the Closing Balance Sheet in a manner consistent with the foregoing to the best of such person’s knowledge. Parent, Merger Sub and the Surviving Company shall not be responsible for the Consideration Allocation, the Optionholder Spreadsheet or the Option Consideration Certificate, such responsibility being solely that of the Sellers. (b) From and after the delivery of the Closing Statement until the Closing, the Company shall: (i) make available, during regular business hours and in a manner that does not materially detract from any such Representative’s performance of her, his or its regular duties, the Representatives responsible for preparing such information to discuss the final Closing Statement and the components thereof with Parent and (iii) consider in good faith any reasonable comments of Parent and its Representatives to the Closing Statement and the components thereof; provided, that any changes to the Closing St...
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Merger Consideration Calculation. At least two Business Days prior to the Closing Date, the Company shall provide to Buyer a true and complete written report (the “Transaction Cost Statement”) setting forth an itemized list of any and all Transaction Costs incurred or otherwise payable by the Company or any Subsidiary in connection with the consummation of the transactions contemplated hereby.
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Merger Consideration Calculation. Not less than four (4) Business Days prior to the Effective Time, Florida shall deliver to SPAC written notice setting forth its good faith calculation of the Aggregate Closing Date Transaction Value and the Merger Consideration, with reasonable supporting documentation, to be received by the Florida Stockholder and/or its permitted assigns (the “Merger Consideration Calculation”). Following receipt of the Merger Consideration Calculation, SPAC and its Representatives shall be provided copies of, and have reasonable access to, the books, records and employees of Florida and Florida shall, upon SPAC’s reasonable request, make itself available to discuss with SPAC and its Representatives the supporting documentation provided by Florida to enable a thorough review of the Merger Consideration Calculation. Not less than two (2) Business Days after receipt of such Merger Consideration Calculation, SPAC shall provide to Florida any reasonable comments and questions about such Merger Consideration Calculation, and Florida shall consider and respond in good faith to such reasonable comments and questions. Florida will subsequently deliver a written notice setting forth the final Merger Consideration Calculation on or before the Closing, which shall be binding on all parties and shall be used by SPAC for purposes of issuing the Merger Consideration to the Florida Stockholder and/or its permitted assigns pursuant to this ARTICLE III, absent manifest error.
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Related to Merger Consideration Calculation

  • Merger Consideration Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Adjustment of Merger Consideration If, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Merger Consideration shall be appropriately adjusted.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.