Assess whether management can run this without the founder (fade43)

SITUATION An earnout based on 'adjusted EBITDA' with no dictionary put QoE add-backs the seller marked 'normalized' in front of customer-contract risk reviewer in a public acquirer facing HSR and sector regulators. This M&A Due Diligence / People and Contracts close is management can run this from QoE add-backs the seller marked 'normalized', and the live options are Proceed, Reprice, Walk.

DECISION Customer-contract risk reviewer in a public acquirer facing HSR and sector regulators must choose Proceed / Reprice / Walk / Hold using QoE add-backs the seller marked 'normalized' after an earnout based on 'adjusted EBITDA' with no dictionary.

HYPOTHESES TO TEST 1. The population in QoE add-backs the seller marked 'normalized' is the one an earnout based on 'adjusted EBITDA' with no dictionary named, so Proceed follows for this People and Contracts file. 2. The population in QoE add-backs the seller marked 'normalized' is adjacent only to an earnout based on 'adjusted EBITDA' with no dictionary; Reprice is the honest M&A Due Diligence call. 3. A public acquirer facing HSR and sector regulators already contained an earnout based on 'adjusted EBITDA' with no dictionary before QoE add-backs the seller marked 'normalized' arrived; no new People and Contracts path. 4. Provenance on QoE add-backs the seller marked 'normalized' after an earnout based on 'adjusted EBITDA' with no dictionary is broken; do not pick Proceed or Reprice yet.

ANALYSIS REQUIRED 1. Tie quality-of-earnings, working-capital, and contingent items in QoE add-backs the seller marked 'normalized' to management can run this. 2. Name the document customer-contract risk reviewer still needs before signing. 3. Test whether an earnout based on 'adjusted EBITDA' with no dictionary is a diligence gap, a price chip, or a walk-away. 4. For this M&A Due Diligence People and Contracts file, read QoE add-backs the seller marked 'normalized' against an earnout based on 'adjusted EBITDA' with no dictionary and write the one fact that would move management can run this for customer-contract risk reviewer.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (QoE add-backs the seller marked 'normalized' after an earnout based on 'adjusted EBITDA' with no dictionary). If QoE add-backs the seller marked 'normalized' cannot force a M&A Due Diligence label under People and Contracts, stop. Do not invent missing evidence a public acquirer facing HSR and sector regulators does not have.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on management can run this, then the evidence in QoE add-backs the seller marked 'normalized', then the action for customer-contract risk reviewer - Hypothesis scorecard against QoE add-backs the seller marked 'normalized': supported / rejected / untestable - Named option among Proceed, Reprice, Walk and the fact that kills the others - Owner and next date for customer-contract risk reviewer in a public acquirer facing HSR and sector regulators