Closing Payment Schedule. At the Closing, Target shall deliver to Acquiror a definitive closing payment schedule (the “Closing Payment Schedule”) certified by the Chief Executive Officer and Chief Financial Officer of Target (solely in their capacities as such) and accurately setting forth: (i) the name of each stockholder of Target immediately prior to the Effective Time; (ii) the number, class and series of shares of Target Capital Stock held by each such stockholder immediately prior to the Effective Time; (iii) the name of each holder of Target Options and the Target Warrant immediately prior to the Effective Time; (iv) the number of shares of Target Common Stock subject to Out-of-the-Money Target Options held by each such holder immediately prior to the Effective Time; (v) the number of shares of Target Preferred Stock subject to the Target Warrant; (vi) the aggregate Target Warrant Merger Consideration which the holder of the Target Warrant is eligible to receive; (vii) the aggregate Merger Consideration which each Securityholder is eligible to receive, including the allocation of Cash Merger Consideration and Stock Merger Consideration for each such holder; (viii) the number of Additional Shares which may become issuable to each holder of Target Preferred Stock under the terms of this Agreement (estimated based on the Deemed Value of such shares); (ix) the calculation of the Merger Consideration, including the Estimated Working Capital, the Target Warrant Merger Consideration and the number of shares of Target Common Stock into which each share of Target Preferred Stock is convertible into immediately prior to the Effective Time; (x) a breakdown by individual or entity and amounts of the Transaction Expenses and an indication as to whether such amounts have been paid; (xi) the number of Escrow Shares and the amount of the Management Cash Amount, the Securityholder Cash Amount and Agent Escrow Amount, if any, withheld on behalf of each Securityholder, (xii) each Securityholder’s status as an Accredited Investor based upon completion of an Accredited Investor Questionnaire (to the extent completed by such Securityholder and submitted to Target), and (xiii) each Securityholder’s Pro Rata Portion. In addition, the Closing Payment Schedule shall reflect the foregoing information with respect to LLC Members to the extent applicable. The Closing Payment Schedule shall be subject to update by the Securityholders’ Agent, with Acquiror’s prior written consent, which shall not be unrea...
Closing Payment Schedule. The Company shall prepare and deliver to Acquiror, by no later than three (3) Business Days prior to Closing, a spreadsheet (the “Closing Payment Schedule”), certified as complete and accurate by an executive officer of the Company in the form attached hereto as Exhibit D, which Closing Payment Schedule shall accurately set [*] Confidential treatment requested. 31 CONFIDENTIAL TREATMENT REQUESTED forth all of the following information, as of the Closing Date and immediately prior to the Effective Time: (a) the names of all the Company Securityholders and their respective addresses; (b) the number, class and series of Company Capital Stock held by, or subject to the Company Options and Company Warrants held by, such Persons, (c) the exercise price per share in effect for each Company Option (and amount of cash required to be deducted and withheld from such Persons for Taxes); (d) the exercise price per share in effect for each Company Warrant (and amount required to be deducted and withheld from such Persons for Taxes); (e) the aggregate Liquidation Rights payment which each such holder of Company Preferred Stock is eligible to receive, (f) each Company Securityholder’s respective portion of the Closing Merger Consideration (determined in accordance with Section 1.9(a), Section 1.12(a) and Section 1.12(b) and taking into account the Liquidation Rights), (g) each Company Securityholder’s respective portion of the Non-Contingent Holdback Consideration (determined in accordance with Section 1.9(a), Section 1.12(a) and Section 1.12(b) and taking into account the Liquidation Rights) with respect to all potential payments of the Non-Contingent Holdback Consideration hereunder, (h) each Company Securityholder’s respective portion of the of the Post-Closing Merger Consideration, if any (determined in accordance with Section 1.9(a), Section 1.12(a) and Section 1.12(b) and taking into account the Liquidation Rights) with respect to all potential payments of the Post-Closing Merger Consideration hereunder and (i) the amount to be contributed to the Reserve on behalf of each Company Securityholder.
Closing Payment Schedule. The Company shall deliver to Acquiror, on or prior to the Closing Date, an accurate and complete schedule (the “Closing Payment Schedule”) setting forth: (A) the name of each Person who is a Stockholder of the Company immediately prior to the Effective Time (after giving effect to any exercises of Company Stock Options or the Company Warrant); (B) the number of shares of Company Capital Stock of each class and series held by each such Stockholder immediately prior to the Effective Time (after giving effect to any exercises of Company Stock Options or the net exercise of the Company Warrant); (C) subject to Section 6.17, the Pre-Merger Specified Litigation Loss Amount (accompanied by a detailed breakdown of the components thereof and reasonable backup for the amounts included in the calculation thereof); (D) the consideration that each such Stockholder is entitled to receive pursuant to Section 1.7.1(b)(i), Section 1.7.1(c)(i), Section 1.7.1(d)(i) or Section 1.7.1(e)(i), as applicable; (E) the maximum amount of consideration that each such Stockholder may become entitled to receive pursuant to Section 1.7.1(b)(ii), Section 1.7.1(c)(ii), Section 1.7.1(d)(ii) or Section 1.7.1(e)(ii), as applicable; and (F) the holder of, the exercise price per share of, the number of shares of Company Common Stock subject to, the vesting schedule (including the effect of any vesting as a result of the Merger or any of the other Contemplated Transactions, alone or together with any other event) applicable to and the expiration date of each Company Stock Option outstanding immediately prior to the Effective Time (after giving effect to any exercises of Company Stock Options prior to the Effective Time).
Closing Payment Schedule. (a) At least two Business Days prior to the Closing Date, the Company shall deliver to Parent and Merger Subs a spreadsheet (the “Closing Payment Schedule”) setting forth:
(i) the name and email of each Person who holds Company Securities as of immediately prior to the First Effective Time;
(ii) whether each such Person listed on the spreadsheet has delivered Suitability Documentation and whether they have indicated they are an Accredited Investor or Unaccredited Investor in such Suitability Documentation;
(iii) the Exchange Ratio;
(iv) the number of shares of Company Capital Stock that each holder thereof will hold as of immediately prior to the First Effective Time (on a certificate-by-certificate basis and including certificate numbers);
(v) with respect to each holder of Company Capital Stock (in each case, on a certificate-by-certificate basis and in the aggregate), (A) the number of shares of Parent Common Stock to be received by such holder at the Closing pursuant to Section 1.5(c)(i) if it is determined that such Company Stockholder is an Accredited Investor, (B) the amount of cash to be received by such holder at the Closing pursuant to Section 1.5(c)(ii) if as of the Closing Date it is determined that such Company Stockholder is an Unaccredited Investor, (C) the portion of the Securityholders’ Representative Reserve attributable to such holder as of the Closing Date, if any, (D) the Pro Rata Share for such Person and (E) whether applicable Law requires that any Taxes be withheld from the consideration that such holder is entitled to receive pursuant to Section 1.5;
(vi) whether the shares of Company Capital Stock held by such holder were acquired upon exercise of a Company Stock Option (and if so, whether such Company Stock Option was intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code and the First Merger resulted in a “disqualifying disposition” of such shares described in Section 421(b) of the Code, and whether, to the Company’s Knowledge, such shares were ever subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code (and, if so, the fair market value of such shares upon vesting));
(vii) with respect to each Company Stock Option: (A) the name and email address of the holder of such Company Stock Option, (B) the exercise price per share and the number of shares of Company Common Stock subject to such Company Stock Option; (C) the respective grant date(s) of such Comp...
Closing Payment Schedule. At least three (3) Business Days prior to the Closing, the Company shall deliver to Buyer a definitive payment schedule (the “Closing Payment Schedule”), certified by an authorized officer of the Company, setting forth:
(a) the name and address of each Equityholder immediately prior to the Closing;
(b) the Shares, Company Options and Company Warrants held by each Equityholder immediately prior to the Closing (including with respect to the Company Options and Company Warrants, the portion vested and unvested as of immediately prior to the Closing, after taking into account any existing acceleration provisions included in the respective Company Option grant letters and Company Warrants);
(c) the Company’s calculation of the Purchase Price (including Estimated Closing Cash, Estimated Indebtedness, Estimated Unpaid Company Transaction Expenses and Estimated Net Working Capital);
(d) with respect to each Equityholder, the portion of the Purchase Price allocated to such Equityholder (or, with respect to holders of Company 102 Options and Company 102 Shares, allocated to the 102 Trustee on behalf of such holders) at the Closing pursuant to Sections 1.2(a), (b), (c), (d), (e) and (f);
(e) the amount to be contributed to the Indemnification Escrow Amount and Special Escrow Amount on behalf of each Equityholder (assuming the release of the full Indemnification Escrow Amount, Special Escrow Amount and the Representative Expense Fund to the Equityholders and assuming no payments pursuant to Section 1.4(c) (i.e. no Purchase Price adjustment));
(f) the amount to be contributed to the Representative Expense Fund on behalf of each Equityholder (assuming the release of the full Indemnification Escrow Amount, Special Escrow Amount and the Representative Expense Fund to the Equityholders and assuming no payments pursuant to Section 1.4(c) (i.e. no Purchase Price adjustment); and
Closing Payment Schedule. Acquiror shall have received the Closing Payment Schedule.
Closing Payment Schedule. At the Closing, Cilion shall deliver to Aemetis a definitive closing payment schedule (the “Closing Payment Schedule”) certified by the President of Cilion (solely in his capacity as such) and accurately setting forth: (i) the name of each Securityholder of Cilion immediately prior to the Effective Time; (ii) the number of shares of Cilion Capital Stock held by each such Securityholder immediately prior to the Effective Time; (iii) the aggregate Merger Consideration which each Securityholder is eligible to receive, including the allocation of Cash Merger Consideration, Stock Merger Consideration and Contingent Merger Consideration for each such holder; (iv) each Securityholder’s status as an Accredited Investor based upon completion of an Accredited Investor Questionnaire (to the extent completed by such Securityholder and submitted to Cilion); (v) the Closing Date Cash Balance; and (vi) the Closing Date Indebtedness. The Closing Payment Schedule shall be subject to update by the Securityholders’ Representative from time to time after the Closing to reflect any Dissenting Shares and any corresponding changes (neither such updates nor the information updated shall be deemed inaccuracies in the Closing Payment Schedule).
Closing Payment Schedule. Aemetis shall have received the Closing Payment Schedule, as updated through Closing.
Closing Payment Schedule. At the Closing, Target shall deliver to Acquiror a definitive closing payment schedule (the “Closing Payment Schedule”) accurately setting forth: (i) the name of each holder of Target Capital Stock immediately prior to the Effective Time of Merger I (after giving effect to any exercises of Target Options or Target Warrants prior to the Effective Time of Merger I) (each, a “Shareholder”); (ii) the number of shares of Target Capital Stock of each class and series held by each such Shareholder immediately prior to the Effective Time of Merger I; (iii) the shares of Acquiror Common Stock to be withheld and contributed to the Escrow Fund on behalf of each such Shareholder pursuant to Section 2.7(i); and (iv) the Cash Consideration and the number of shares of Acquiror Common Stock that each such Shareholder is entitled to receive at the Closing pursuant to Section 2.6 (after deduction of the Escrow Share amounts to be withheld and contributed to the Escrow Fund on behalf of such Shareholder pursuant to Section 2.7(i)). The Closing Payment Schedule shall be accompanied by reasonable documentation which supports the information provided therein (including written confirmations from those Target Representatives, if any, identified by Acquiror as of the date of this Agreement as to all amounts paid, owed and to be owed by Target to such Representative in connection with the transactions contemplated by this Agreement and copies of all relevant invoices therefrom).
Closing Payment Schedule. At least two (2) Business Days prior to the Closing, Target shall deliver to Acquiror a definitive closing payment schedule (the “Closing Payment Schedule”) certified by the Chief Executive Officer and Chief Financial Officer of Target and accurately setting forth: (i) the name of each Target Stockholder immediately prior to the Effective Time, (ii) the number of shares of Target Common Stock held by each such Target Stockholder immediately prior to the Effective Time, (iii) the Closing Shares (and the portion thereof which constitutes the Closing Escrow Amount) allocable to each Target Stockholder, (iv) the percentage of any Applicable Milestone Payments allocable to each Target Stockholder, (v) if any, the amounts required to be deducted and withheld from the consideration otherwise payable to each such Target Stockholder with respect to the payments or any other Tax withholding obligation in respect of the Merger under the Code or any other Tax law, (vi) the amount of Target’s Indebtedness, Target’s Transaction Expenses and any Liabilities of Target as of the Closing, and (vii) a breakdown by individual or entity and amounts of the Transaction Expenses of Target. A preliminary version of the Closing Payment Schedule shall be provided by Target to Acquiror at least five (5) business days prior to the Closing.
