Closing Consideration Schedule. At or prior to the Closing, the Company shall deliver to Parent a schedule (the "Closing Consideration Schedule"), which schedule shall be certified as complete and correct by an officer of the Company and which shall accurately set forth: (a) the Common Per Share Amount and the Series I Per Share Amount; (b) all Common Stockholders and their respective addresses, the number of shares of Company Common Stock held by each Common Stockholder (including their respective Certificate numbers) and the aggregate consideration to be paid to each Common Stockholder pursuant to Section 2.1 hereof, including the cash amount and number of shares of Parent Stock (which shall be rounded to the nearest share of Parent Stock) to be delivered to each Common Stockholder who is an Accredited Investor or a Designated Nonaccredited Investor or the cash amount to be delivered to each Common Stockholder who is not an Accredited Investor or a Designated Nonaccredited Investor, as applicable; (c) all Series G Preferred Stockholders and their respective addresses, the number of shares of Company Series G Preferred Stock held by each Series G Preferred Stockholder (including their respective Certificate numbers) and the aggregate consideration to be paid to each Series G Preferred Stockholder pursuant to Section 2.1 hereof, including the cash amount and number of shares of Parent Stock (which shall be rounded to the nearest share of Parent Stock) to be delivered to each Series G Preferred Stockholder who is an Accredited Investor or a Designated Nonaccredited Investor or the cash amount to be delivered to each Series G Preferred Stockholder who is not an Accredited Investor or a Designated Nonaccredited Investor, as applicable; (d) all Series I Preferred Stockholders and their respective addresses, the number of shares of Company Series I Preferred Stock held by each Series I Preferred Stockholder (including their respective Certificate numbers) and the aggregate cash consideration to be paid to each Series I Preferred Stockholder pursuant to Section 2.1 hereof; (e) all Series J Preferred Stockholders and their respective addresses, the number of shares of Company Series J Preferred Stock held by each Series J Preferred Stockholder (including their respective Certificate numbers) and the aggregate consideration to be paid to each Series J Preferred Stockholder pursuant to Section 2.1 hereof, including the cash amount and number of shares of Parent Stock (which shall be rounded to the nearest share of Parent Stock) to be delivered to each Series J Preferred Stockholder who is an Accredited Investor of a Designated Nonaccredited Investor or the cash amount to be delivered to each Series J Preferred Stockholder who is not an Accredited Investor or a Designated Nonaccredited Investor, as applicable; (f) all Series K Preferred Stockholders and their respective addresses, the number of shares of Company Series K Preferred Stock held by each Series K Preferred Stockholder (including their respective Certificate numbers) and the aggregate consideration to be paid to each Series K Preferred Stockholder pursuant to Section 2.1 hereof, including the cash amount and number of shares of Parent Stock (which shall be rounded to the nearest share of Parent Stock) to be delivered to each Series I Preferred Stockholder who is an Accredited Investor or a Designated Nonaccredited Investor or the cash amount to be delivered to each Series K Preferred Stockholder who is not an Accredited Investor or a Designated Nonaccredited Investor, as applicable; (g) all Company Optionholders and their respective addresses, along with (i) the number of shares of Company Common Stock underlying each Company Option held by such Company Optionholder, in each case, as of the Closing, (ii) the exercise price per share of each such Company Option, and (iii) the Company's calculation of the consideration, if any, to be paid to such Company Optionholder in respect of each Company Option held by such Company Optionholder pursuant to Section 2.4; (h) the percentage of the Closing Date Adjustment Escrow Amount, the Closing Date Indemnity Escrow Amount and the Closing Date Special Escrow Amount contributed by each Company Equityholder; (i) the percentage of any amount to be paid by Parent pursuant to Section 2.9(d) payable to each Company Equityholder; (j) each Person who is entitled to receive a payment pursuant to the Company's LTIP and the cash amount to which each such Person is entitled; (k) the Former Series D/E Investors (as defined in the Shareholders Agreement) entitled to receive a portion of the Series D/E Payment and their respective addresses and the amount of cash to which each such Former Series D/E Investor (as defined in the Shareholders Agreement) is entitled; and (l) The BBH Warrant Cash Consideration, the BBH Warrant Share Consideration, the BBH QP Warrant Cash Consideration and the BBH QP Warrant Share Consideration.
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Closing Consideration Schedule. At or least three (3) Business Days prior to the ClosingClosing Date, the Company shall deliver to Parent a schedule (the "“Closing Consideration Schedule"”), which schedule shall be certified as complete and correct by an officer of the Company and which shall accurately set forth, as of the Closing:
(a) the Common Per Share Amount and the Series I Per Share Amount;
(b) all Common Stockholders and their respective email and physical addresses, the number of shares of Company Common Stock held by each Common Stockholder (Stockholder, including their respective Certificate numbers) , whether each such Common Stockholder is an Accredited Investor and the aggregate consideration to be paid to each Common Stockholder pursuant to Section 2.1 hereof2.1, including the cash amount and number of shares of Parent Stock (which shall be rounded down to the nearest share of Parent Stock, together with the amount of cash to be paid in lieu of any fractional shares rounded down to the nearest whole cent) to be delivered to each Common Stockholder who is an Accredited Investor or a Designated Nonaccredited Investor or the cash amount to be delivered to each Common Stockholder who is not an Accredited Investor or a Designated Nonaccredited Investor, as applicable;
(c) all Series G A Preferred Stockholders and their respective email and physical addresses, the number of shares of Company Series G A Preferred Stock held by each Series G A Preferred Stockholder (including their respective Certificate numbers) ), whether each such Series A Preferred Stockholder is an Accredited Investor and the aggregate consideration to be paid to each Series G A Preferred Stockholder pursuant to Section 2.1 hereof2.1, including the cash amount and number of shares of Parent Stock (which shall be rounded down to the nearest share of Parent Stock, together with the amount of cash to be paid in lieu of any fractional shares rounded to the nearest whole cent) to be delivered to each Series G A Preferred Stockholder who is an Accredited Investor or a Designated Nonaccredited Investor or the cash amount to be delivered to each Series G Preferred Stockholder who is not an Accredited Investor or a Designated Nonaccredited Investor, as applicableStockholder;
(d) all Series I Preferred Stockholders and their respective addresses, the number of shares of Company Series I Preferred Stock held by each Series I Preferred Stockholder (including their respective Certificate numbers) and the aggregate cash consideration to be paid to each Series I Preferred Stockholder pursuant to Section 2.1 hereof;
(e) all Series J Preferred Stockholders and their respective addresses, the number of shares of Company Series J Preferred Stock held by each Series J Preferred Stockholder (including their respective Certificate numbers) and the aggregate consideration to be paid to each Series J Preferred Stockholder pursuant to Section 2.1 hereof, including the cash amount and number of shares of Parent Stock (which shall be rounded to the nearest share of Parent Stock) to be delivered to each Series J Preferred Stockholder who is an Accredited Investor of a Designated Nonaccredited Investor or the cash amount to be delivered to each Series J Preferred Stockholder who is not an Accredited Investor or a Designated Nonaccredited Investor, as applicable;
(f) all Series K Preferred Stockholders and their respective addresses, the number of shares of Company Series K Preferred Stock held by each Series K Preferred Stockholder (including their respective Certificate numbers) and the aggregate consideration to be paid to each Series K Preferred Stockholder pursuant to Section 2.1 hereof, including the cash amount and number of shares of Parent Stock (which shall be rounded to the nearest share of Parent Stock) to be delivered to each Series I Preferred Stockholder who is an Accredited Investor or a Designated Nonaccredited Investor or the cash amount to be delivered to each Series K Preferred Stockholder who is not an Accredited Investor or a Designated Nonaccredited Investor, as applicable;
(g) all Company Optionholders and their respective email and physical addresses, along with (i) the number of shares of Company Common Stock underlying each Company Option held by such Company Optionholder, in each case, as of the Closing, (ii) the exercise price per share of each such Company Option, and (iii) whether each such Company Optionholder is an Accredited Investor, (iv) the Company's ’s calculation of the considerationapplicable Option/Warrant Consideration, if any, to be paid delivered to such Company Optionholder in respect of each Company In-The-Money Option held by such Company Optionholder pursuant to Section 2.4, including the cash amount and number of shares of Parent Stock (which shall be rounded down to the nearest share of Parent Stock, together with the amount of cash to be paid in lieu of any fractional shares rounded down to the nearest whole cent) to be delivered to each Company Optionholder who is an Accredited Investor or the cash amount to be delivered to each Company Optionholder who is not an Accredited Investor, as applicable, (v) the Company’s calculation of the number of Unvested Options held by such Company Optionholder and the exercise price per share of each such Unvested Option and (vi) whether each such Company Optionholder is an Employee Optionholder or a Non-Employee Optionholder;
(he) all holders of Company Warrants and their respective email and physical addresses, along with (i) the number of shares of Company Common Stock underlying each Company Warrant held by such holder of Company Warrants, in each case, as of the Closing, (ii) the exercise price per share of each such Company Warrant, (iii) whether each such holder of Company Warrants is an Accredited Investor and (iv) the Company’s calculation of the applicable Option/Warrant Consideration, if any, to be delivered to such holder of Company Warrants in respect of each Company Warrant held by such holder of Company Warrants, pursuant to Section 2.5(a), including the cash amount and number of shares of Parent Stock (which shall be rounded down to the nearest share of Parent Stock, together with the amount of cash to be paid in lieu of any fractional shares rounded down to the nearest whole cent) to be delivered to each holder of Company Warrants;
(f) the percentage of the Closing Date Adjustment Escrow Amount, Amount and the Closing Date Indemnity Escrow Amount and the Closing Date Special Escrow Amount contributed by each Company Participating Equityholder;
(ig) the percentage of the Expense Fund contributed by each Participating Equityholder;
(h) the percentage of any amount to be paid by Parent pursuant to Section 2.9(d) payable to each Company Participating Equityholder;
(j) each Person who is entitled to receive a payment pursuant ; and Notwithstanding anything in this Agreement to the Company's LTIP and the cash amount contrary but subject to which each such Person is entitled;
(k) the Former Series D/E Investors (as defined Section 2.6(b)(ii), in the Shareholders Agreement) entitled no event shall Parent be required to receive a portion of the Series D/E Payment and their respective addresses and the pay an amount of cash to which each such Former Series D/E Investor (as defined in excess of the Shareholders Agreement) is entitled; and
(l) The BBH Warrant Cash Consideration, the BBH Warrant Share Consideration, the BBH QP Warrant Base Cash Consideration Amount (subject to adjustment as set forth in Sections 2.6 and 2.9) or issue a number of shares of Parent Stock in excess of the BBH QP Warrant Share ConsiderationTotal Parent Shares hereunder to the Stockholders and holders of In-The-Money Options and Exercisable Warrants plus shares of Parent Stock, if any, to be issued upon exercise of the Assumed Options and cash in lieu of fractional shares pursuant to Section 2.2(e).
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Samples: Merger Agreement (Take Two Interactive Software Inc)
Closing Consideration Schedule. At or No later than five (5) Business Days prior to the ClosingClosing Date, the Company shall deliver to Parent a schedule (the "“Closing Consideration Schedule")”) in a form acceptable to Parent, which schedule shall be certified as complete and correct by an the Company’s chief executive officer of the Company and chief financial officer and which shall accurately set forth, as of the Closing:
(a) the Common Per Share Amount and the Series I Per Share Amount;
(bi) all Common Company Stockholders (except for Company Stockholders holding no shares other than Restricted Stock Awards) and their respective addresses, the number and type of shares of Company Capital Stock held by such Company Stockholders (including the respective certificate numbers and the class or series of Company Capital Stock held by such Company Stockholder), the Pro Rata Portion and the Pro Rata Allocation of the Escrowed Shares applicable to each Company Stockholder, the number of shares of Parent Common Stock to be issued to each Company Stockholder, and such other information relevant thereto which Parent may reasonably request;
(ii) all Series C Warrantholders entitled to receive consideration pursuant to Section 1.7 hereof, the number of shares of Parent Common Stock to be issued to each Series C Warrantholder (the aggregate number of shares of Parent Common Stock to be issued to the Series C Warrantholders in respect of the Series C Warrants pursuant to Section 1.7, the “Warrant Consideration”);
(iii) all Company Optionholders entitled to receive consideration pursuant to Section 1.8(b) hereof, the number of Parent Options to be issued for the Company Options, the vesting schedule of the Company Options, the number of shares subject to the Company Options that are vested and outstanding, the number of shares subject to the Company Options that are unvested and outstanding, and the consideration to be paid, as applicable, to each Company Optionholder (the aggregate shares of Parent Common Stock subject to Parent Options to be issued to the Company Optionholders in respect of Company Options pursuant to Section 1.8(b), the “Assumed Option Consideration”);
(iv) all holders of Deemed Exercise Options entitled to receive consideration pursuant to Section 1.8(c) hereof, and their respective addresses and social security numbers or tax identification numbers, if applicable, the number of shares of Company Common Stock held by each Common Stockholder (including their respective Certificate numbers) and the aggregate consideration to be paid subject to each Common Stockholder pursuant to Section 2.1 hereof, including the cash amount and number of shares of Parent Stock (which shall be rounded to the nearest share of Parent Stock) to be delivered to each Common Stockholder who is an Accredited Investor or a Designated Nonaccredited Investor or the cash amount to be delivered to each Common Stockholder who is not an Accredited Investor or a Designated Nonaccredited Investor, as applicable;
(c) all Series G Preferred Stockholders and their respective addressesDeemed Exercise Option, the number of shares of Company Series G Preferred Parent Common Stock held by to be issued in respect of each Series G Preferred Stockholder Deemed Exercise Option, and such other information relevant thereto which Parent may reasonably request (including their respective Certificate numbers) and the aggregate consideration shares of Parent Common Stock to be paid to each Series G Preferred Stockholder issued in respect of Deemed Exercise Option pursuant to Section 2.1 1.8(c), the “Deemed Exercise Option Consideration”); and
(v) all holders of Restricted Stock Awards entitled to receive consideration pursuant to Section 1.8 hereof, including the cash amount and number of shares of Parent Stock (which shall be rounded to the nearest share of Parent Stock) to be delivered to each Series G Preferred Stockholder who is an Accredited Investor or a Designated Nonaccredited Investor or the cash amount to be delivered to each Series G Preferred Stockholder who is not an Accredited Investor or a Designated Nonaccredited Investor, as applicable;
(d) all Series I Preferred Stockholders and their respective addressesaddresses and social security numbers or tax identification numbers, the number of shares of Company Series I Preferred Stock held by each Series I Preferred Stockholder (including their respective Certificate numbers) and the aggregate cash consideration to be paid to each Series I Preferred Stockholder pursuant to Section 2.1 hereof;
(e) all Series J Preferred Stockholders and their respective addressesif applicable, the number of shares of Company Series J Preferred Stock held by each Series J Preferred Stockholder (including their respective Certificate numbers) and the aggregate consideration to be paid to each Series J Preferred Stockholder pursuant to Section 2.1 hereof, including the cash amount and number of shares of Parent Stock (which shall be rounded to the nearest share of Parent Stock) to be delivered to each Series J Preferred Stockholder who is an Accredited Investor of a Designated Nonaccredited Investor or the cash amount to be delivered to each Series J Preferred Stockholder who is not an Accredited Investor or a Designated Nonaccredited Investor, as applicable;
(f) all Series K Preferred Stockholders and their respective addresses, the number of shares of Company Series K Preferred Stock held by each Series K Preferred Stockholder (including their respective Certificate numbers) and the aggregate consideration to be paid to each Series K Preferred Stockholder pursuant to Section 2.1 hereof, including the cash amount and number of shares of Parent Stock (which shall be rounded to the nearest share of Parent Stock) to be delivered to each Series I Preferred Stockholder who is an Accredited Investor or a Designated Nonaccredited Investor or the cash amount to be delivered to each Series K Preferred Stockholder who is not an Accredited Investor or a Designated Nonaccredited Investor, as applicable;
(g) all Company Optionholders and their respective addresses, along with (i) the number of shares of Company Common Stock underlying subject to each Company Option held by such Company OptionholderRestricted Stock Award, in each case, as the vesting schedule of the ClosingRestricted Stock Awards, (ii) the exercise price per share of each such Company Option, Pro Rata Portion and (iii) the Company's calculation Pro Rata Allocation of the consideration, if any, to be paid to such Company Optionholder Escrowed Shares applicable in respect of each Company Option held by Restricted Stock Award, the number of shares of Parent Common Stock to be issued in respect of each Restricted Stock Award, and such Company Optionholder other information relevant thereto which Parent may reasonably request (the aggregate shares of Parent Common Stock to be issued in respect of Restricted Stock Awards pursuant to Section 2.4;
(h) the percentage of the Closing Date Adjustment Escrow Amount1.8, the Closing Date Indemnity Escrow Amount and the Closing Date Special Escrow Amount contributed by each Company Equityholder;
(i) the percentage of any amount to be paid by Parent pursuant to Section 2.9(d) payable to each Company Equityholder;
(j) each Person who is entitled to receive a payment pursuant to the Company's LTIP and the cash amount to which each such Person is entitled;
(k) the Former Series D/E Investors (as defined in the Shareholders Agreement) entitled to receive a portion of the Series D/E Payment and their respective addresses and the amount of cash to which each such Former Series D/E Investor (as defined in the Shareholders Agreement) is entitled; and
(l) The BBH Warrant Cash “Restricted Stock Consideration, the BBH Warrant Share Consideration, the BBH QP Warrant Cash Consideration and the BBH QP Warrant Share Consideration”).
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Closing Consideration Schedule. At or prior to the Closing, the Company shall deliver to Parent a schedule (the "Closing Consideration Schedule"), which schedule shall be certified as complete and correct by an officer of the Company and which shall accurately set forth:
(a) Exhibit G sets forth, as of the Common Per Share Amount and date of this Agreement, the Series I Per Share Amount;following, in each case calculated in accordance with this Agreement, which shall be for illustrative purposes only (the “Sample Consideration Schedule”):
(bi) all Common Stockholders Stockholders, and their respective addresses, with respect to each Stockholder: (A) the number of shares of Company Common Capital Stock held by each Common such Stockholder (including their respective Certificate numbers, if applicable); (B) and the aggregate consideration number, if any, of Rollover Shares to be paid to each Common contributed and exchanged by such Stockholder pursuant to Section 2.1 hereof, including the cash amount Contribution and number of shares of Parent Stock Exchange Agreement; (which shall be rounded to the nearest share of Parent StockC) to be delivered to each Common Stockholder who is an Accredited Investor or a Designated Nonaccredited Investor or the cash amount to be delivered to each Common Stockholder who is not an Accredited Investor or a Designated Nonaccredited Investor, as applicable;
(c) all Series G Preferred Stockholders and their respective addresses, the number of shares of Company Series G Preferred Stock held by each Series G Preferred Stockholder (including their respective Certificate numbers) and the aggregate consideration to be paid to each Series G Preferred Stockholder pursuant to Section 2.1 hereof, including the cash amount and number of shares of Parent Stock (which shall be rounded to the nearest share of Parent Stock) to be delivered to each Series G Preferred Stockholder who is an Accredited Investor or a Designated Nonaccredited Investor or the cash amount to be delivered to each Series G Preferred Stockholder who is not an Accredited Investor or a Designated Nonaccredited Investor, as applicable;
(d) all Series I Preferred Stockholders and their respective addresses, the number of shares of Company Series I Preferred Stock held by each Series I Preferred Stockholder (including their respective Certificate numbers) and the aggregate cash consideration to be paid to each Series I Preferred such Stockholder pursuant to Section 2.1 hereof;
2.1; and (eD) all Series J Preferred Stockholders and their respective addressesthe number, the number of shares of Company Series J Preferred Stock held by each Series J Preferred Stockholder (including their respective Certificate numbers) and the aggregate consideration to be paid to each Series J Preferred Stockholder pursuant to Section 2.1 hereofif any, including the cash amount and number of shares of Parent Stock to be issued to such Stockholder in exchange for their Rollover Shares (which shall be rounded or to the nearest share Management Aggregator in respect of Parent Stock) to be delivered to each Series J Preferred Stockholder who is an Accredited Investor of a Designated Nonaccredited Investor or the cash amount to be delivered to each Series J Preferred Stockholder who is not an Accredited Investor or a Designated Nonaccredited Investor, as applicablesuch Rollover Shares);
(fii) all Series K Preferred Stockholders Optionholders, and their respective addresses, the number of shares of Company Series K Preferred Stock held by each Series K Preferred Stockholder (including their respective Certificate numbers) and the aggregate consideration to be paid with respect to each Series K Preferred Stockholder pursuant to Section 2.1 hereof, including the cash amount and number of shares of Parent Stock Optionholder: (which shall be rounded to the nearest share of Parent Stock) to be delivered to each Series I Preferred Stockholder who is an Accredited Investor or a Designated Nonaccredited Investor or the cash amount to be delivered to each Series K Preferred Stockholder who is not an Accredited Investor or a Designated Nonaccredited Investor, as applicable;
(g) all Company Optionholders and their respective addresses, along with (iA) the number of shares of Company Common Stock underlying each Company Option held by such Company Optionholder, in each case, as of the Closing, (iiB) the exercise price per share of each such Company Option, (C) the number, if any, of Rollover Shares to be contributed and exchanged by such Optionholder pursuant to the Contribution and Exchange Agreement and the number of shares of Company Common Stock deemed cancelled in the net exercise of such Company Option; (iiiD) the Company's ’s calculation of the cash consideration, if any, to be paid to such Company Optionholder in respect of each Company Option Certain confidential information contained in this document, marked by [*****], has been omitted because Sportradar Holding AG (the “Company”) has determined that the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. held by such Optionholder pursuant to Section 2.4; and (E) the number, if any, of shares of Parent Stock to be issued to such Optionholder in exchange for their Rollover Shares (or to the Management Aggregator in respect of such Rollover Shares);
(i) all Promised Optionees, and with respect to each Promised Optionee: (A) the number of shares of Company Optionholder Common Stock deemed to underlie each Option Award Promise attributable to such Promised Optionee, (B) the deemed exercise price per share of each such Option Award Promise, (C) the amount, if any, of Contributed Cash to be contributed and exchanged by such Promised Optionee pursuant to the Contribution and Exchange Agreement; (D) the Company’s calculation of the cash consideration to be paid to such Promised Optionee in respect of each Option Award Promise attributable to such Promised Optionee pursuant to Section 2.4; and (E) the number, if any, of shares of Parent Stock to be issued to such Promised Optionee in exchange for their Contributed Cash (or to the Management Aggregator in respect of such Contributed Cash);
(ii) all Warrant Holders, along with (A) the number of shares of Company Common Stock underlying each Company Warrant held by such Warrant Holder, (B) the exercise price per share of each such Company Warrant, and (C) the Company’s calculation of the cash consideration, if any, to be paid to such Warrant Holder in respect of each Company Warrant held by such Warrant Holder pursuant to Section 2.4;
(hiii) the percentage Pro Rata Portion of each Stockholder;
(iv) the Pro Rata Indemnity Portion of each Stockholder; and
(v) the amount of the Closing Date Adjustment Escrow Amount, the Closing Date Indemnity Escrow Amount and the Closing Date Special Escrow Amount Representative Expense Fund to be contributed by each Company Equityholder;Stockholder determined based on the Pro Rata Portion of each Stockholder.
(ib) the percentage of any amount to be paid by Parent pursuant to Section 2.9(dAt least five (5) payable to each Company Equityholder;
(j) each Person who is entitled to receive a payment pursuant Business Days prior to the Company's LTIP Closing, the Company shall deliver to Parent a schedule (the “Closing Consideration Schedule”), which shall set forth the information listed in Section 2.5(a) and the cash amount to which Sample Consideration Schedule, in each such Person is entitled;
(k) case calculated in accordance with this Agreement and the Former Series D/E Investors (as defined applicable Ancillary Agreements and in a manner consistent with the methodology set forth in the Shareholders Agreement) entitled to receive a portion of the Series D/E Payment and their respective addresses and the amount of cash to which each such Former Series D/E Investor (as defined in the Shareholders Agreement) is entitled; and
(l) The BBH Warrant Cash Consideration, the BBH Warrant Share Consideration, the BBH QP Warrant Cash Sample Consideration and the BBH QP Warrant Share ConsiderationSchedule.
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