Common use of Closing Payment Schedule Clause in Contracts

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 prepare and deliver to Acquiror, by no Not later than three (3) two Business Days prior to Closingthe Closing Date, the Company shall deliver to Parent a spreadsheet definitive closing payment schedule (the “Closing Payment Schedule”), certified as complete and accurate by an executive officer ) accurately setting forth: (i) the name of the each 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 Stockholder immediately prior to the Effective Time: (a) the names of all the Company Securityholders and their respective addresses; (bii) the number, class and series of shares of Company Capital Stock (A) held by, or subject by each such Company Stockholder immediately prior to the Effective Time and (B) into which the vested In-The-Money Company Options and and/or In-The-Money Company Warrants held by, by each such Persons, Company Stockholder immediately prior to the Effective Time are exercisable; (ciii) the applicable exercise price per share price(s) in effect for respect of the vested In-The-Money Company Options and/or In-The-Money Company Warrants held by each such Company Option (and amount of cash required to be deducted and withheld from such Persons for Taxes)Stockholder; (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); (eiv) the aggregate Liquidation Rights payment which Merger Consideration payable in respect of the shares of Company Capital Stock, In-The-Money Company Options and/or In-The-Money Company Warrants held by each such holder Company Stockholder; (v) the aggregate Initial Merger Consideration payable in respect of the shares of Company Preferred Stock is eligible to receiveCapital Stock, In-The-Money Company Options and/or In-The-Money Company Warrants held by each such Company Stockholder; (fvi) each Company Securityholder’s respective portion the aggregate Escrow Consideration (less the PPA Escrow Amount) payable in respect of the Closing Merger Consideration shares of Company Capital Stock, In-The-Money Company Options and/or In-The-Money Company Warrants held by each such Company Stockholder; (determined in accordance with Section 1.9(a)vii) the aggregate PPA Escrow Amount attributable to the shares of Company Capital Stock, Section 1.12(a) and Section 1.12(b) and taking into account the Liquidation Rights), (g) In-The-Money Company Options and/or In-The-Money Company Warrants held by each such 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 Stockholder; and (iviii) the amount to be contributed aggregate Stockholder Representative Expense Amount attributable to the Reserve shares of Company Capital Stock, In-The-Money Company Options and/or In-The-Money Company Warrants held by each such Company Stockholder. The Closing Payment Schedule shall be binding on behalf of each Company Securityholderthe parties hereto.

Closing Payment Schedule. (a) The Company shall prepare and deliver to Acquiror, by no later than three Parent in accordance with Section 1.14(a) (3Post-Closing Adjustment) Business Days prior to Closing, a spreadsheet an estimated allocation schedule (the “Closing Payment Schedule”), certified ) as complete an Excel spreadsheet file in electronic format and accurate by an executive officer which shall be based upon the books and records of the Company and shall be prepared in accordance with the form attached hereto Company Charter (including the priorities set forth in Article V, Section 3 therein), the Written Consent, the Company Bylaws and all agreements governing the Company Options and the Company Warrants (each as Exhibit Din effect at the Closing) setting forth: (i) the name, which Closing Payment Schedule shall accurately set [*] Confidential treatment requested. 31 CONFIDENTIAL TREATMENT REQUESTED forth all address and email address of the following informationeach holder of Company Capital Stock, as of the Closing Date Company Options and Company Warrants immediately prior to the Effective Time: , and designating whether such holder is a Participating Securityholder, (aii) the names of all the Company Securityholders and their respective addresses; (b) the number, class and series with respect to each holder of Company Capital Stock, the number of shares of Company Common Stock and/or Company Preferred Stock held byby such holder, or subject (iii) with respect to the each holder of Company Options and Company Warrants held byWarrants, such Persons, (c) the exercise price per share in effect for each number of shares of 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 Common Stock and/or Company Preferred Stock is eligible to receivethat underly such Company Options and Company Warrants, (fiv) a calculation of the Closing Cash Consideration Amount and the Per Share Upfront Merger Consideration (each Company rounded to the nearest two decimal places) payable as of the Closing Date, (v) a calculation of the Placement Milestone Consideration, the Per Share Placement Milestone Consideration, the Market Expansion Milestone Consideration and the Per Share Market Expansion Milestone Consideration (each rounded to the nearest two decimal places) payable in the event of the achievement of Placement Milestone and each iteration of the Market Expansion Milestone, as applicable, (vi) the Ownership Percentage for each Participating Securityholder’s respective , (vii) for each Securityholder entitled to receive a portion of the Closing Merger Cash Consideration (determined in accordance with Section 1.9(a)Amount, 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 Closing Cash Consideration Amount (determined in accordance with Section 1.9(a)rounded to the nearest two decimal places) payable to such Participating Securityholder, Section 1.12(a) and Section 1.12(b) and taking into account the Liquidation Rights(viii) with respect to all potential payments of the Non-Contingent Holdback Consideration hereundereach Bonus Recipient, (hA) each Company Securityholder’s respective the portion of the Closing Date Bonus Consideration payable to such Bonus Recipient, (B) the amount of any employer and employee withholdings for such Bonus Recipient, if any, provided that with respect to Employee Bonus Recipients, such amounts would reflect employee and employer withholding as would be applicable if such payments were made on or prior to Closing through the Company’s then existing payroll system, and (C) an indication whether such Bonus Recipient is an Employee Bonus Recipient or a Non-Employee Bonus Recipient, and (ix) for each Securityholder entitled to receive a portion of the Post-Closing Merger ConsiderationSecurityholders’ Representative Reserve, the Purchase Price Escrow Amount and the Indemnity Escrow Amount, if any when payable, the maximum respective amounts of such Securityholders’ Representative Reserve, Purchase Price Escrow Amount and Indemnity Escrow Amount, as applicable, (determined rounded to the nearest two decimal places) payable to such Participating Securityholder. (b) The parties hereby agree that the Closing Payment Schedule or any updated Closing Payment Schedule shall govern the allocation of any payments that are contemplated by this Agreement. The parties agree that Parent, Merger Sub, the Surviving Corporation and the Paying Agent shall be entitled to rely on the Closing Payment Schedule or any updated Closing Payment Schedule in making payments under this Agreement and shall not be responsible for, and shall have no Liability to any Person for any losses or Damages with respect to, the calculations or the determinations regarding such calculations in such Closing Payment Schedule or updated Closing Payment Schedule and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with Section 1.9(a)the Closing Payment Schedule or any updated Closing Payment Schedule. Except as contemplated by this Agreement, Section 1.12(a) and Section 1.12(b) and taking into account none of Parent, Merger Sub or the Liquidation Rights) with respect Surviving Corporation or any of their Affiliates shall have any Liability to all potential payments any Person, including the holders of Company Capital Stock, Company Options or Company Warrants, for any losses or Damages arising from or relating to errors, omissions or inaccuracies in the calculations of the Post-portion of any amounts payable to any such holder or any other Person set forth in the Closing Merger Consideration hereunder and (i) Payment Schedule or any updated Closing Payment Schedule prepared by the amount to be contributed to Company or, after the Reserve Closing, the Securityholders’ Representative or any other errors, omissions or inaccuracy in the information set forth on behalf of each the Closing Payment Schedule or any updated Closing Payment Schedule prepared by the Company Securityholderor, after the Closing, the Securityholders’ Representative.

Closing Payment Schedule. The Company shall prepare and deliver to Acquiror, by no Not later than three (3) two Business Days prior to Closingthe scheduled Closing Date, Company shall deliver to Parent a spreadsheet definitive closing payment schedule (the “Closing Payment Schedule”), ) certified as complete by the Chief Executive Officer and accurate Controller of Company and by an executive officer the Stockholders’ Representative and setting forth (i) the name 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 each Securityholder immediately prior to the Effective Time: , (a) the names of all the Company Securityholders and their respective addresses; (bii) the number, class and series of shares of Company Capital Stock held by, or subject by each such Securityholder immediately prior to the Effective Time, (iii) the name of each holder of Company Options and Company Warrants held by, such Personsimmediately prior to the Effective Time, (civ) the exercise price per share in effect for each number of In-the-Money 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 Options held by each such holder of In-the-Money Company Preferred Stock is eligible Options immediately prior to receivethe Effective Time, (fv) the number of Out-of-the Money Company Options held by each Company Securityholder’s respective portion such holder of Out-of-the Money Options immediately prior to the Effective Time, (vi) the name of each Person entitled to receive any payment of Transaction Expenses and the aggregate amount of Transaction Expenses payable to each such Person, (vii) the calculation 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 Estimated Merger Consideration, if any including the Estimated Adjusted Working Capital, (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 (iviii) the amount to be contributed to the Reserve Escrow Fund on behalf of each Controlling Stockholder, and (ix) the aggregate Up Front Merger Consideration payable to each Securityholder pursuant to Subsections 2.6(a) through 2.6(c) and 2.6(e). Company Securityholderand the Controlling Stockholders agree that the Merger qualifies as a “Sale Event” within the meaning specified in the Company Certificate of Incorporation and the Closing Payment Schedule shall be prepared consistent with the liquidation provisions set forth in the Company Certificate of Incorporation. Parent, the Surviving Corporation and the Stockholders’ Representative shall be entitled to rely conclusively on the Closing Payment Schedule and shall have no liability to any Securityholders with respect to the calculation of the Common Stock Per Share Merger Consideration, Series A-1 Per Share Merger Consideration, Series A-2 Per Share Merger Consideration and the Company Option-Based Merger Consideration if the Final Merger Consideration is distributed in accordance with the Closing Payment Schedule.