Closing Capitalization Schedule Clause Samples
The Closing Capitalization Schedule clause defines the finalized list of a company's outstanding securities, such as shares, options, and warrants, as of the closing date of a transaction. This schedule typically details the number and types of equity interests held by each stakeholder, ensuring all parties have a clear and agreed-upon record of ownership at the time the deal is completed. Its core function is to prevent disputes or misunderstandings about ownership percentages and rights after the transaction closes, thereby ensuring transparency and accuracy in the final capital structure.
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Closing Capitalization Schedule. No less than five Business Days prior to the Closing, the Company (on behalf of itself and the Sellers) shall deliver to Iris a statement (as may be updated pursuant to Section 1.09(b) from time to time, the “Closing Capitalization Schedule”) prepared in good faith, in the form of Exhibit D hereto (the “Illustrative Closing Capitalization Schedule”) (which has been illustratively prepared as if the Net Regulatory Capital Deficiency is zero (the “Capitalization Schedule Assumption”), but otherwise based on the record ownership of all the outstanding Company Equity Interests as of the date hereof), setting forth, in each case, as of immediately prior to the Closing:
Closing Capitalization Schedule. (a) No less than five Business Days prior to the Closing, the Company shall deliver to Parent and the Exchange Agent a schedule (the “Closing Capitalization Schedule”), setting forth, as of the Effective Time:
(i) a list, substantially in the form of Section 3.06 of the Company Disclosure Letter, of all holders of Company Stock and Company Equity Awards and each such holder’s address and:
(A) the number of shares of each class or series of Company Stock held by such holder immediately prior to the Closing Date, indicating whether any such shares are Company Restricted Stock Awards (and if so, whether or not such Company Restricted Stock Awards are subject to any performance-based vesting conditions and, if so, the target number of shares of Company Stock that may be issued under such award) and with respect to any shares of Company Class B Common Stock or Company Preferred Stock of any series, (I) the conversion rate to Company Class A Common Stock applicable thereto, (II) the liquidation preference applicable thereto and (III) the amount of any accrued but unpaid dividends applicable thereto;
(B) the number of Company RSU Awards held by such holder immediately prior to the Closing Date, indicating whether or not such Company RSU Awards are subject to any performance-based vesting conditions and, if so, the target number of shares of Company Stock that may be issued under such award; and
(C) the number of all Company Stock Options held by such holder immediately prior to the Closing Date, indicating (I) whether such Company Stock Options are vested or unvested, (II) the number of shares of Company Stock issuable upon exercise of such Company Stock Options, as applicable, (III) the exercise price with respect to each Company Stock Option and (iV) whether or not such Company Stock Options are subject to any performance-based vesting conditions and, if so, the target number of shares of Company Stock that may be issued under such award; and
(ii) (A) the calculation of the Company Fully Diluted Share Count and Cash Consideration and Stock Consideration payable in respect of a share of each class or series of Company Stock, (B) the aggregate Merger Consideration to be paid to Company stockholders pursuant to Section 2.04(a) and (C) the aggregate consideration to be paid in respect of Company Equity Awards pursuant to Section 3.04, in each case calculated in accordance with this Agreement, the Company’s certificate of incorporation, and any applicable Plan (incl...
Closing Capitalization Schedule. At the Closing, Genius will deliver Schedule 5.5 which will identify any changes to its representations and warranties made in Section 3.2 and 3.18(d) arising after the date hereof. Genius will cooperate with TWC to prepare a balance sheet of Genius and the Distributor as of the Closing within ten business days after the Closing Date, which balance sheets shall also include as schedules thereto, as applicable, (i) the discounted future ultimates expected to be received pursuant to each Unassigned Contract as of the Closing Date, (ii) a list and description of all Excluded Assets and Excluded Liabilities capable of being specifically identified at such time and (iii) a list and description of Transferred Assets and Assumed Liabilities capable of being specifically identified at such time; it being understood, however, that the failure of Genius to specifically identify an item as an Excluded Asset, Excluded Liability, Transferred Asset or Assumed Liability on Schedule 5.5 shall not be asserted by any party to establish that such item should not be included within such defined term.
Closing Capitalization Schedule. A spreadsheet setting forth (A) each Stockholder and the number of Outstanding Common Shares held of record by each Stockholder as of the Closing Date; (B) the Applicable Percentage of each Stockholder as of the Closing Date; (C) the Closing Cash Consideration and Closing Stock Consideration to be delivered to each Stockholder pursuant to Section 2.9(b)(i); and (D) each Stockholder’s Applicable Percentage of the Escrowed Stock Consideration;
Closing Capitalization Schedule. A spreadsheet which will be certified as complete and correct by the chief executive officer and chief financial officer of the Company as of immediately prior to the Effective Time setting forth (A) each Stockholder, the respective addresses of each Stockholder as set forth on the stock records of the Company, whether such Stockholder is an Escrow Participant, the number, class and series of shares of Company Capital Stock held of record by each Stockholder, the date of acquisition and, with respect to Company Capital Stock acquired on or after January 1, 2011, the tax basis; (B) each Company Option holder, the respective addresses of each Company Option holder as set forth on the stock records of the Company, the number of shares of Common Stock vested immediately prior to the Effective Time, including each Company Option that vests contingent upon the Merger, and issuable immediately prior to the Effective Time under the Company Options held by each such Company Option holder, and the number of shares of Common Stock subject to the portion of each Company Option that will be unvested immediately prior to the Effective Time, the exercise price and the vesting schedule for such unvested portion of the Company Options; (C) the Pro Rata Share of each Equityholder and the Escrow Participant Pro Rata Share of each Escrow Participant; and (D) the amount payable to each Equityholder pursuant to Section 2.6 (collectively, the “Closing Capitalization Schedule”);
Closing Capitalization Schedule. No later than three (3) Business Days prior to the Closing Date or promptly upon receipt of the Rollover Company Member Schedule, the Company shall deliver to the Pioneer Parties a spreadsheet (the “Closing Capitalization Schedule”) setting forth (a) the name of each Company Member and the number of Company Units held of record by each Company Member prior to giving effect to the Rollover Exchange, (b) the name of each Company Member and the number of Company Units held of record by each Company Member after giving effect to the Rollover Exchange, and (c) the Rollover Applicable Percentage of each Company Member. The Pioneer Parties, the Surviving Entity and the Representative shall be entitled to rely upon the information set forth in the Closing Capitalization Schedule for all purposes of this Agreement, and none of the Pioneer Parties, the Surviving Entity or the Representative or their respective Affiliates shall have any liability to any Company Member for or any other Person for relying on or taking actions in accordance with (including paying the amounts set forth in) the Closing Capitalization Schedule.
Closing Capitalization Schedule. A spreadsheet which will be certified as complete and correct by the Chief Executive Officer of the Company as of the Closing setting forth (A) each Stockholder, the respective addresses of each Stockholder as set forth on the stock records of the Company, the number of Outstanding Shares held of record by each Stockholder, the date of acquisition and, with respect to Shares acquired on or after January 1, 2011, the tax basis; (B) each Company Option holder, the respective addresses of each Company Option holder as set forth on the stock records of the Company, the number of shares of Common Stock vested immediately prior to the Effective Time, including each Company Option that vests contingent upon the Merger, and issuable immediately prior to the Effective Time under the Company Options held by each such Company Option holder, and the number of shares of Common Stock unvested immediately prior to the Effective Time, and the vesting schedule for such unvested shares; (C) the Pro Rata Share of each Stockholder; (D) the Applicable Cash Percentage, Cash Percentage and Stock Percentage (each as defined in the Escrow Agreement); and (E) the amount payable to each Stockholder pursuant to Section 2.11(a)(iii) (the “Closing Capitalization Schedule”);
Closing Capitalization Schedule. No later than two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent a spreadsheet (the “Closing Capitalization Schedule”) setting forth (i) each Stockholder and the number of Shares held of record by each Stockholder; (ii) each Optionholder, the number of Shares issuable immediately prior to the Effective Time under the Options held by each such Optionholder, and the aggregate exercise price for all Shares issuable under each outstanding Option for each such Optionholder; (iii) each Warrantholder, the number of Shares issuable immediately prior to the Effective Time under the Warrants held by each such Warrantholder, and the aggregate exercise price for all Shares issuable under each outstanding Warrant for each such Warrantholder; (iv) the Applicable Percentage and Pro Rata Share of each Securityholder; and (v) the amount payable to each Securityholder pursuant to Article II.