Common use of Closing Calculations Clause in Contracts

Closing Calculations. Promptly following delivery by SPAC of the SPAC Financing Certificate pursuant to Section 3.5 and the Company of the Company Financing Certificate pursuant to Section 3.6 and, in any event, not less than two (2) Business Days prior to the Closing Date and based solely upon the SPAC Financing Certificate and the Company Financing Certificate, the Company shall deliver to the SPAC a written notice (the “Closing Payment Schedule”) setting forth the calculation of (a) the Merger Sub Shareholder Consideration, (b) the Equity Value and (c) the Per Share Consideration, together with reasonable relevant supporting documentation used in calculating such amounts. SPAC and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives the documentation provided pursuant to this Section 3.7 and any relevant books and records the Company and its Subsidiaries. The Company and its Representatives shall reasonably assist and cooperate with SPAC and its Representatives in their review of the documentation and shall consider in good faith SPAC’s comments to the Closing Payment Schedule, and if any adjustments are made to the Closing Payment Schedule prior to the Closing, such adjusted Closing Payment Schedule shall be final and binding on all Parties and shall thereafter become the Closing Payments Schedule for all purposes of this Agreement. The Closing Payment Schedule and the determinations contained therein shall be prepared in accordance with the applicable definitions contained in this Agreement. SPAC will be entitled to rely in all respects upon the Closing Payment Schedule. SPAC shall, to the fullest extent permitted by applicable Legal Requirements, be entitled to rely fully on the information set forth in the Closing Payments Schedule, absent manifest error.

Closing Calculations. Promptly following delivery by SPAC of the SPAC Financing Certificate pursuant to Section 3.5 and the Company of the Company Financing Certificate pursuant to Section 3.6 and, in any event, not less than two three (23) Business Days prior to the Closing Date and based solely upon the SPAC Financing Certificate and the Company Financing Certificate, the Company shall deliver to the SPAC a written notice (the “Closing Payment Schedule”) setting forth the calculation of (a) the Merger Sub Shareholder ConsiderationCompany Value and the Exchange Ratio, (b) the Equity Value Aggregate Company Shareholder Consideration, the Rollover Options and the New PubCo Earnout Shares (collectively, the “Transaction Consideration”) and (c) the Per Share Considerationallocation of the Transaction Consideration among the holders of Company Ordinary Shares, the holders of Company Options and the counterparties to the Earnout Agreements, together with reasonable relevant supporting documentation used in calculating such amounts. SPAC and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives the documentation provided pursuant to this Section 3.7 and any relevant books and records the Company and its Subsidiaries. The Company and its Representatives shall reasonably assist and cooperate with SPAC and its Representatives in their review of the documentation and shall consider in good faith SPAC’s comments to the Closing Payment Schedule, and if any adjustments are made to the Closing Payment Schedule prior to the Closing, such adjusted Closing Payment Schedule shall be final and binding on all Parties and shall thereafter become the Closing Payments Schedule for all purposes of this Agreement. The Closing Payment Schedule and the determinations contained therein shall be prepared in accordance with the applicable definitions contained in this Agreement. SPAC will be entitled to rely in all respects upon the Closing Payment Schedule. SPAC shall, to the fullest extent permitted by applicable Legal Requirements, be entitled to rely fully on the information set forth in the Closing Payments Schedule, absent manifest error.

Closing Calculations. Promptly following delivery by SPAC of the SPAC Financing Certificate pursuant to Section 3.5 and the Company of the Company Financing Certificate pursuant to Section 3.6 and, in any event, not Not less than two five (25) Business Days prior to the Closing Date and based solely upon the SPAC Financing Certificate and the Company Financing CertificateDate, the Company shall deliver to the SPAC a written notice spreadsheet in form and substance agreed to by the Company and SPAC (the “Closing Payment Payments Schedule”) setting forth ), prepared by the calculation of Company in good faith (a) including all calculations and information necessary to effect the Merger Sub Shareholder Considerationconversions and make the distributions contemplated by Section 3.3, Section 3.4 and Section 3.9 and (b) detailing the Equity Value Company’s calculations of, and quantifying in reasonable detail, the following: (ci) the Per Aggregate Share Swap Consideration, together with reasonable relevant supporting documentation used in calculating such amounts; (ii) the Company Exchange Ratio; and (iii) the number of Company Founder Warrants required to be issued at the Closing pursuant to Section 3.9. SPAC and its Representatives shall have a reasonable opportunity opportunity, during normal business hours, to review and to discuss with the Company and its Representatives the documentation provided pursuant to this Section 3.7 3.5 and any relevant books and records of the Company and its Subsidiaries. The Company and its Representatives shall reasonably assist and cooperate with SPAC and its Representatives in their review of the documentation and shall consider in good faith SPAC’s comments (stating in reasonable detail its objections) to the Closing Payment Payments Schedule. The SPAC and Company shall work in good faith to resolve any disputes in relations to such comments, and if solely to the extent any adjustments are agreed between the Company and SPAC and made to the Closing Payment Payments Schedule prior to the ClosingClosing in accordance with this Section 3.5, such adjusted Closing Payment Payments Schedule shall be final and binding on all Parties and shall thereafter become the Closing Payments Schedule for all purposes of this Agreement. The Closing Payment Payments Schedule and the determinations contained therein shall be prepared in accordance with the applicable definitions contained in this Agreement. SPAC will be entitled to rely in all respects upon the Closing Payment Schedule. SPAC New PubCo shall, to the fullest extent permitted by applicable Legal Requirements, be entitled to rely fully on the information set forth in the Closing Payments Schedule, including in respect of fulfilling any applicable obligations under Section 3.4(c), absent manifest error.

Closing Calculations. Promptly following delivery by SPAC of the SPAC Financing Certificate pursuant to Section 3.5 and the Company of the Company Financing Certificate pursuant to Section 3.6 and, in any event, not Not less than two five (25) Business Days prior to the Closing Date and based solely upon the SPAC Financing Certificate and the Company Financing CertificateDate, the Company shall deliver to the SPAC a written notice spreadsheet in form and substance agreed to by the Company and SPAC (the “Closing Payment Payments Schedule”) setting forth ), prepared by the calculation of Company in good faith (a) including all calculations and information necessary to effect the Merger Sub Shareholder Considerationconversions and make the distributions contemplated by Section 3.3, Section 3.4 and Section 3.9 and (b) detailing the Equity Value Company’s calculations of, and quantifying in reasonable detail, the following: (ci) the Per Share Swap Consideration, together with reasonable relevant supporting documentation used in calculating such amounts; (ii) the Company Exchange Ratio; and (iii) the number of Converted Stock Options and Converted Warrants required to be issued at the Closing pursuant to Section 3.3. SPAC and its Representatives shall have a reasonable opportunity opportunity, during normal business hours, to review and to discuss with the Company and its Representatives the documentation provided pursuant to this Section 3.7 3.6 and any relevant books and records of the Company and its Subsidiaries. The Company and its Representatives shall reasonably assist and cooperate with SPAC and its Representatives in their review of the documentation and shall consider in good faith SPAC’s comments (stating in reasonable detail its objections) to the Closing Payment Payments Schedule. The SPAC and Company shall work in good faith to resolve any disputes in relation to such comments, and if solely to the extent any adjustments are agreed between the Company and SPAC and made to the Closing Payment Payments Schedule prior to the ClosingClosing in accordance with this Section 3.6, such adjusted Closing Payment Payments Schedule shall be final and binding on all Parties and shall thereafter become the Closing Payments Schedule for all purposes of this Agreement. The Closing Payment Payments Schedule and the determinations contained therein shall be prepared in accordance with the applicable definitions contained in this Agreement. SPAC will be entitled to rely in all respects upon the Closing Payment Schedule. SPAC Exchange Agent shall, to the fullest extent permitted by applicable Legal Requirements, be entitled to rely fully on the information set forth in the Closing Payments Schedule, including in respect of fulfilling any applicable obligations under Section 3.4(c), absent manifest error.

Closing Calculations. Promptly following delivery by The Company Shareholder and Merger Sub shall deliver to SPAC of the SPAC Financing Certificate pursuant and to Section 3.5 and the Company of the Company Financing Certificate pursuant to Section 3.6 andOpportunity, in any event, not less no later than two (2) Business Days prior to the Closing Date and based solely upon the SPAC Financing Certificate and the Company Financing CertificateDate, the Company shall deliver to the SPAC a written notice (the “Closing Payment Schedule”) setting forth the calculation of (a) the Merger Sub Shareholder Consideration, including (bi) the Equity Value (including any adjustments in respect of any Excess of Company Transaction Expenses) and (cii) the Per Share Consideration, together with reasonable relevant supporting documentation used in calculating such amounts. SPAC SPAC, Opportunity and its their respective Representatives shall have a reasonable opportunity to review and to discuss with the Company Shareholder and its Representatives the documentation provided pursuant to this Section 3.7 3.6 and any relevant books and records the Company of Merger Sub and its Subsidiaries. The Company Shareholder and its Representatives shall reasonably assist and cooperate with SPAC SPAC, Opportunity and its their respetive Representatives in their review of the documentation and shall consider in good faith SPAC’s and Opportunity’s comments to the Closing Payment Schedule, and if any adjustments are made to the Closing Payment Schedule prior to the Closing, such adjusted Closing Payment Schedule shall be final and binding on all Parties and shall thereafter become the Closing Payments Schedule for all purposes of this Agreement. The Closing Payment Schedule and the determinations contained therein shall be prepared in accordance with the applicable definitions contained in this Agreement. SPAC will be entitled to rely in all respects upon the Closing Payment Schedule. SPAC shall, to the fullest extent permitted by applicable Legal Requirements, be entitled to rely fully on the information set forth in the Closing Payments Schedule, absent manifest error.

Closing Calculations. Promptly following delivery by SPAC of the SPAC Financing Certificate pursuant to Section 3.5 Newco and the Company of the Company Financing Certificate pursuant shall deliver to Section 3.6 andSPAC, in any event, not less no later than two three (23) Business Days prior to the Closing Date and based solely upon the SPAC Financing Certificate and the Company Financing Certificate, the Company shall deliver to the SPAC a written notice (the “Closing Payment Payments Schedule”) setting forth the calculation of forth: (a) the Merger Sub calculation of the Newco Shareholder Consideration, Consideration and (b) the Equity Value allocation of the Newco Shareholder Consideration among the Newco Shareholders. Newco and the Company shall also deliver to SPAC, (x) a certificate of the Chief Financial Officer of Newco certifying that the amounts set forth in the Closing Payments Schedule have been prepared in accordance with this Agreement and Newco’s and the Company’s Governing Documents and (cy) the Per Share Consideration, together with reasonable relevant supporting documentation used by Newco and the Company in calculating such amounts. SPAC and its Representatives shall have a reasonable opportunity to review and to discuss with the Company Newco and its Representatives the documentation provided pursuant to this Section 3.7 and any relevant books and records the Company of Newco and its Subsidiaries. The Company Newco and its Representatives shall reasonably assist and cooperate with SPAC and its Representatives in their its review of the documentation and shall consider in good faith SPAC’s comments to the Closing Payment Payments Schedule, and if any adjustments are made to the Closing Payment Payments Schedule prior to the Closing, such adjusted Closing Payment Payments Schedule shall be final and binding on all Parties and shall thereafter become the Closing Payments Schedule for all purposes of this Agreement. The Closing Payment Payments Schedule and the determinations contained therein shall be prepared in accordance with the applicable definitions contained in this Agreement. SPAC New PubCo, SPAC, First Merger Sub, Second Merger Sub and Third Merger Sub will be entitled to rely in all respects upon the Closing Payment Schedule. SPAC shall, to the fullest extent permitted by applicable Legal Requirements, be entitled to rely fully on the information set forth in the Closing Payments Schedule, absent manifest error.