Closing Date Payment Schedule. At least three (3) Business Days prior to the Closing, Seller shall prepare and deliver to Buyer Seller’s good faith draft of the Closing Date Payment Schedule. Seller may update the Closing Date Payment Schedule from time to time prior to the Closing, and shall provide Buyer with a final Closing Date Payment Schedule at least one (1) day prior to the Closing (the “Final Closing Date Payment Schedule”).
Closing Date Payment Schedule. Parent and the Company shall each ----------------------------- have reviewed and approved and the Company shall have executed and delivered a schedule (the "Closing Date Payment Schedule") reflecting, as of the Effective Time (i) for each holder of Company Capital Stock, the number of shares of Company Capital Stock held of record, the aggregate number of shares of Parent Common Stock payable to such holder in the Merger, the number of such shares payable promptly after the Effective Time (in accordance with Section 1.6) and payable into the Escrow Fund (as defined in Section 8.2(a)), the amount of cash payable to such holder for any fractional shares, the stock certificate numbers held by each such person and such person's federal tax identification number to the extent such number is known, and (ii) for each holder of Company Options, the number of shares of Company Common Stock issuable upon exercise thereof immediately prior to the Effective Time, the number of shares of Parent Common Stock issuable upon exercise thereof following their assumption by Parent (in accordance with Section 1.6(f)), and the per share exercise price thereof upon such assumption.
Closing Date Payment Schedule. Parent and the Company shall ----------------------------- each have reviewed and approved a schedule (the "Closing Date Payment Schedule") ----------------------------- reflecting, as of the Effective Time (i) for each holder of Company Capital Stock, the number of shares of Company Capital Stock held, the aggregate number of shares of Parent Common Stock payable to such holder in the Merger, the number of such shares payable promptly after the Effective Time (in accordance with Section 1.6) and payable into the Escrow Fund (as defined in Section 8.2(a)), and the amount of cash payable to such holder for any fractional shares, and (ii) for each holder of Company Options or Stock Purchase Rights, the number of shares of Company Common Stock issuable upon exercise thereof immediately prior to the Effective Time, the number of shares of Parent Common Stock issuable upon exercise thereof following their assumption by Parent (in accordance with Section 1.6(f)), and the per share exercise price thereof upon such assumption.
Closing Date Payment Schedule. Parent and the Company shall each have reviewed and approved a schedule (the "CLOSING DATE PAYMENT SCHEDULE") reflecting, as of the Effective Time (i) for each holder of Company Capital Stock, the number of shares of Company Capital Stock held, the aggregate number of shares of Parent Common Stock and/or Parent Preferred Stock payable to such holder in the Merger, the number of such shares payable promptly after the Effective Time (in accordance with Section 1.6) and payable into the Escrow Fund (as defined in Section 8.2(a)), and the amount of cash payable to such holder for any fractional shares.
Closing Date Payment Schedule. Parent and the Company shall each have reviewed and approved and the Company shall have executed and delivered a schedule (the “Closing Date Payment Schedule”) reflecting, as of the Effective Time (i) for each holder of Company Capital Stock, the number of shares of Company Capital Stock held of record, the aggregate number of shares of Parent Common Stock and Merger Cash payable to such holder in the Merger, the number of such shares and amount of Merger Cash payable promptly after the Effective Time (in accordance with Section 1.7) and payable into the Escrow Fund (as defined and further described in Section 1.7), the amount of additional cash payable to such holder for any fractional shares, the stock certificate numbers held by each such person and such person’s federal tax identification number to the extent such number is known and (ii) for each holder of Company Stock Options, the number of shares of Company Common Stock issuable upon exercise thereof immediately prior to the Effective Time, the number of shares of Parent Common Stock issuable upon exercise thereof following their assumption and replacement by Parent (in accordance with Section 5.1), and the per share exercise price thereof upon such assumption and replacement.
Closing Date Payment Schedule. At least three Business Days prior to the Closing, the Company shall prepare and deliver to the Acquiror a schedule setting forth as of the Closing Date, the calculation of the Estimated Merger Consideration and the Closing Per Share Merger Consideration and to the extent applicable for each holder of Shares or Options, (i) such holder’s name and address, (ii) the number of Shares, Company Common Stock, Non-Voting Common Stock, In-the-Money Options and Out-of-the-Money Options held by such holder, (iii) the number of shares of Non-Voting Common Stock (or Company Common Stock) issuable upon the exercise of In-the-Money Options held by such holder and the aggregate exercise price of such In-the-Money Options, (iv) the aggregate Closing Per Share Merger Consideration to be paid to such holder at the Closing pursuant to Section 2.7(a) and the aggregate portion of the Option Payment Amount to be paid to such holder at the Closing pursuant to Section 2.9, and (v) such holder’s Fully Diluted Percentage (the “Closing Date Payment Schedule”). The Company may update the Closing Date Payment Schedule from time to time prior to the Closing, and shall provide the Acquiror with a final Closing Date Payment Schedule prior to the Closing.
Closing Date Payment Schedule. Parent shall have received the Closing Date Payment Schedule, as updated through Closing.
Closing Date Payment Schedule. The Company shall have prepared and Parent shall have reviewed and approved and the Company shall have delivered a schedule certified by the President of the Company reflecting, immediately prior to the Effective Time (i) for each holder of Company Capital Stock, the number of shares of Company Capital Stock held of record (identifying which shares are Company Restricted Stock), the stock certificate numbers held by each such person, such person's address of record and, where available, such person's federal tax identification number (if applicable), and (ii) for each holder of Company Options, the number of shares of Company Capital Stock issuable upon exercise thereof immediately prior to the Effective Time.
Closing Date Payment Schedule. Parent and the Company shall each have reviewed and approved and Parent shall have received a certificate of the Company signed on behalf of the Company by the chief executive officer and chief financial officer of the Company a schedule (the “Closing Date Payment Schedule”) reflecting, as of the Effective Time (i) for each holder of Company Capital Stock, the number of shares of Company Capital Stock held of record, the aggregate number of shares of Parent Common Stock payable to such holder in the Merger, the number of such shares payable promptly after the Effective Time (in accordance with Section 1.6) and payable into the Escrow Fund (as defined in Section 9.4), the amount of cash payable to such holder for any fractional shares, the stock certificate numbers held by each such person and such person’s federal tax identification number to the extent such number is known and (ii) for each holder of Company Options, the number of shares of Company Common Stock issuable upon exercise thereof immediately prior to the Effective Time, the number of shares of Parent Common Stock issuable upon exercise thereof following their assumption by Parent (if such Company Options will be Assumed Options in accordance with Section 1.6(d)), and the per share exercise price thereof upon such assumption, assuming that such options were fully vested.
Closing Date Payment Schedule. Parent and the Company shall each have reviewed and approved a schedule (the "Closing Date Payment Schedule") reflecting, as of the Effective Time for each holder of Company Capital Stock, Company U.K. Options and the MJS Warrant, the number of shares of Company Capital Stock, Company U.K. Options held and number of shares into which such MJS Warrant is convertible, the aggregate number of shares of Parent Common Stock payable to such holder in the Merger, the number of such shares payable promptly after the Effective Time (in accordance with Section 1.6) and payable under the Indemnity Escrow Fund (as defined in Section 8.2(a)), and the amount of cash payable to such holder under Section 1.6 (including for any fractional shares) net of any exercise price payable by holders of Company U.K. Options.
