probably equity as opposed to debt financing, was in place. In
my view, because of the Synergy Rule, it was improper to
assume away the debt if only for purpose of concluding the
free cash numbers projected by management; and
(c) Aquam, no matter how one viewed its circumstances, was
facing a liquidity crisis. Some time, in my view, was needed to
put its economic house in order before the free cash flow pro-
jections, which appeared aggressive in the extreme, had any
chance of being realized.
 I hasten to observe that I am not to be taken to suggest
that any part of the free cash flows would theoretically be devoted
to discharge the existing debt or service that debt. I am simply
not persuaded that the operation of the Company was sufficient
to generate the revenue projections internally.
 Conversely, I am not persuaded that Mr. Low’s assessment
of the time delay is appropriate. In my opinion, it would not, on
a theoretical basis, have taken the Company 8.5 months to put
equity financing in place, had Aquam been forced to canvass the
waterfront, yet again, for alternatives to the transaction after the
valuation date. In the first place, that process was relatively
mature as of mid-April 2017, including but not limited to the then
existing activities of management and its consultant Raymond
James Ltd. While speculative in some respects, I was not persuaded
that the “interest” previously exhibited by Gibraltar Industries and
Herax Partners could not be resurrected on a more timely basis.
 Accordingly, I am of the view that a time delay of three
months is appropriate in the circumstances.
 During the course of argument, as I was voicing my con-
cerns about my lack of familiarity with and understanding of the
expert reports, counsel for the Coffey-Fielding respondents at-
tempted to allay my concerns on the valuation issue by directing
me to the following excerpt in the purchase agreement:
. . . Adjusted Preferred Pre-Money Valuation resulting from the Core
EBITDA Adjustment and the New Initiatives EBITDA Adjustment shall in
no circumstances be less than $38,000,000 but may be further reduced by
a Litigation Adjustment . . .14
14 Aquam articles of amendment (April 19, 2017), application record, Volume
I of II, Tab A, p. 1T.