Preliminary Purchase Price Allocation Clause Samples

Preliminary Purchase Price Allocation. For the purpose of the unaudited pro forma condensed combined financial statements, the purchase price of Muuto has been allocated to the Company’s tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated fair values. The excess of the purchase price over the net tangible and identifiable intangible assets will be recorded as goodwill. The preliminary allocation of purchase price is based upon a valuation undertaken by the Company and is subject to change during the measurement period. These changes, including those resulting from conforming ▇▇▇▇▇’s accounting policies to those of the Company, could differ materially from the pro forma adjustments presented herein and could result in material variances between the Company’s future financial results and the amounts presented in the unaudited pro forma condensed combined financial statements, including variances in fair values recorded, as well as expenses and cash flows associated with them. The Company expects to continue to obtain information to assist it in determining the fair value of the net assets acquired at the Muuto Acquisition date and during the measurement period. The Company’s preliminary purchase price allocation for Muuto based on the estimated fair values as of December 31, 2017 is as follows (in thousands): Cash $ — Customer receivables 10,051 Inventory 13,536 Other current assets 1,096 Property, plant, and equipment, net 1,253 Intangible assets 131,244 Other non-current assets 309 Accounts payable 6,584 Other current liabilities 11,427 Deferred income taxes 29,744 Fair value of net acquired identifiable assets and liabilities $ 109,734 Purchase price $ 307,503 Less: Fair value of net acquired identifiable assets and liabilities 109,734 Goodwill $ 197,769 Currently, the Company has not recorded any pre-acquisition contingencies related to Muuto as of the acquisition date; however, the Company continues to gather information and to evaluate whether any pre-acquisition contingencies have been assumed. If identified, such amounts will be included in the purchase price allocation at their fair value and will result in additional goodwill.

Preliminary Purchase Price Allocation. The total consideration for the transaction is $8,500 in a debt-free cash-free transaction. The combined company will allocate the purchase price paid by ORBCOMM to the fair value of the WAM 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 WAM as of September 30, 2015. 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. Once ORBCOMM completes this analysis, additional insight may 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 11 years, technology with an estimated useful life of 10 years, and trade names with an estimated useful life of 7 years, which is consistent with the estimated benefit period. Since ORBCOMM has limited information at this time to value all of the intangible assets, the estimated fair values were based primarily on current estimates of WAM’s expected future cash flows for all customer contracts and projected revenue for all trade names and technology. ORBCOMM expects that the estimated value assigned to WAM’s customer contracts is likely to change as ORBCOMM analyzes the specifics of WAM’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 approximately $38. 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: Assets acquired: Current assets $ 574 Satellite network and other equipment, net 122 Total tan...

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 September 24, 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, at the completion of the Mergers. Once Express Scripts and its third party valuation advisors have full access to the specifics of Medco’s intangible assets, 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 that may become known to us only upon access to additional information and/or by changes in such factors that may occur prior to the effective time of the Mergers. 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 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. Express Scripts expects that the estimated value assigned to Medco’s customer contracts is likely to change as access is gained by Express Scripts to 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 rec...

Preliminary Purchase Price Allocation. The preliminary allocation of the total purchase price in the Transaction is based upon management’s estimates of and assumptions related to the fair value of assets to be acquired and liabilities to be assumed as of December 31, 2021 using currently available information. Because the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position and results of operations may differ significantly from the pro forma amounts included herein. The preliminary purchase price allocation is subject to change due to several factors, including but not limited to changes in the estimated fair value of assets acquired and liabilities assumed as of the closing date of the Transaction, which could result from changes in future oil and natural gas commodity prices, reserve estimates, interest rates, as well as other factors. For the ▇▇▇▇▇▇▇▇ Acquisition, the consideration transferred, fair value of assets acquired and liabilities assumed by Earthstone were initially recorded as follows (in thousands, except share amounts and stock price): Shares of Earthstone Class A Common Stock issued 19,417,476 Earthstone Class A Common Stock price as of February 15, 2022 $ 12.85 Class A Common Stock consideration 249,515 Cash consideration 384,664 Total consideration transferred $ 634,179 Oil and gas properties $ 642,757 Amount attributable to assets acquired $ 642,757 Accrued liabilities 1,854 Noncurrent liabilities - ARO 6,724 Amount attributable to liabilities assumed $ 8,578 Total consideration was based on the terms of the Purchase Agreement. The consideration paid by Earthstone at closing consisted of 19,417,476 shares of Class A Common Stock and $384.7 million in cash due at closing. For the Bighorn Acquisition, the consideration transferred, fair value of assets acquired and liabilities assumed by Earthstone are expected to be recorded as follows (in thousands, except share amounts and stock price): Shares of Earthstone Class A Common Stock issued 6,808,511 Earthstone Class A Common Stock price as of March 31, 2022 $ 12.63 Class A Common Stock consideration 85,991 Cash consideration 770,000 Total consideration transferred $ 855,991 Oil and gas properties $ 883,421 Amount attributable to assets acquired $ 883,421 Noncurrent liabilities - ARO 27,430 Amount attributable to liabilities assumed $ 27,430 Total consideration is based on the terms ...

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 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 $258.8 million, net of cash acquired, is comprised of $116.6 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. Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of Direct Energy, the acquiree, are recorded at fair value on the Acquisition date and added to those of NRG, the acquirer. The pro forma adjustments included herein are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the Acquisition. The table below represents an initial allocation of the preliminary estimated consideration to Direct Energy’s tangible and intangible assets to be acquired and liabilities to be assumed based on preliminary estimated fair values as of September 30, 2020. Current assets $ 2,353 Property, plant and equipment 191 Identifiable intangible assets 2,825 Other non-current assets 255 Current liabilities (1,960) Non-current liabilities (660) ▇▇▇▇▇▇▇▇ attributable to Direct Energy 621 Total Consideration $ 3,625 The preliminary fair value of the intangible assets of $2,825 million, which includes customer relationships, trade names and contracts, will be amortized over an estimated weighted average useful life of approximately 13 years. The preliminary useful lives of the intangible assets were determined based on the expected pattern of the economic benefit. The expected amortization for the quarter ended December 31, 2020 is currently estimated to be $56 million. The expected amortization for the five years following the Acquisition is currently estimated to be $225 million per year. The final purchase price allocation depends on certain valuations and other studies that have not yet been completed. The final determination of the purchase price allocation, upon the consummation of the Acquisition, will be based on the net assets acquired as of that date and will depend on a number of factors, which cannot be predicted with any certainty at this time. The purchase price allocation may change materially based on receipt of more detailed information. Accordingly, the pro forma purchase price allocation is preliminary and is subject to further adjustments as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurance that these additional analyses and final valuations will not result in significant changes to the estimates of fair value set forth above.

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 13,693 Total consideration $ 59,061 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 61,240 Goodwill 25,483 Accounts payable (2,653 ) Accrued payroll and related (549 ) Advanced capital (500 ) Current debt (100 ) Deferred tax liabilities (24,496 )(x) Total consideration $ 59,061