Closing Spreadsheet. The Company shall deliver to Buyer, not less than five (5) Business Days prior to the Closing Date, a spreadsheet in a form reasonably acceptable to Buyer, which shall include the information set forth below and shall be certified as complete, true and correct as of the Closing Date by the Chief Executive Officer of the Company (the “Spreadsheet”).
(a) With respect to each holder of Company Capital Stock, (i) such Person’s name, domicile address (to the extent available), and email address, (ii) the number, class and series of Company Capital Stock held by such Person, (iii) the respective certificate number(s) representing such shares, (iv) respective date(s) of acquisition of such shares, (v) whether such Person is a Participating Holder, (vi) the aggregate amount of cash payable to such Person pursuant to Section 2.6(b), (vii) the aggregate amount of shares of Buyer Common Stock, to be issued to such Person at the Closing in respect of such shares pursuant to Section 2.6(b), (viii) such Person’s Pro Rata Share and the portion of the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share and (iv) such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share.
(b) With respect to each holder of an In-the-Money Warrant, (i) such Person’s name, domicile address (to the extent available), and email address, (ii) the number, class and series of Company Capital Stock issuable upon the exercise of such unexercised In-the-Money Warrant held by such Person, (iii) the exercise price of such In-the-Money Warrant, (iv) respective date(s) of acquisition of such In-the-Money Warrant, (v) the aggregate amount of Per Warrant Consideration payable to such Person, (vi) such Person’s Pro Rata Share and the portion of the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share and (vii) such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share.
(c) With respect to each holder of an unexercised Company Option (i) such Person’s name, domicile address (to the extent available), and email address, (ii) the type and number of shares of Company Capital Stock issuable upon the exercise of each unexercised Company Option held by such Person, (iii) the respective exercise price per share of Company Capital Stock purchasable under such un...
Closing Spreadsheet. At least five (5) Business Days prior to the Closing, the Company shall deliver to Parent the Closing Spreadsheet prepared in accordance with Section 6.8, and a draft of the Company Closing Financial Certificate.
Closing Spreadsheet. The Company shall prepare and deliver to Parent a spreadsheet (the “Closing Spreadsheet”) at least five (5) Business Days prior to the Closing and reasonably satisfactory to Parent, which Closing Spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing:
(a) the names of all the Company Security Holders and their respective addresses and, where available, email addresses;
(b) the number and class of shares of Company Capital Stock held by each of the Company Stockholders, including the respective certificate numbers and stockholder name exactly as shown on such certificate, the date of acquisition of all shares of Company Capital Stock held by such Stockholder and, with respect to any shares of Company Capital Stock issued on or after January 1, 2011 that are “covered securities” within the meaning of Treasury Regulations §1.6045-1(a)(15), the cost basis of such shares;
(c) the number of shares of Company Capital Stock subject to, and the exercise price per share in effect for, each Company Option and Company Warrant;
(d) the vesting status and schedule with respect to Company Options;
(e) for each Company Option that was exercised, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price;
(f) whether any Taxes are required to be withheld from any portion of the Total Merger Consideration payable to each Company Security Holder on account of the performance of services;
(g) the calculation of Total Merger Consideration, the Aggregate Exercise Price Amount, Per Share Common Consideration, Per Share Series A Consideration, Per Shares Series B Consideration, Per Share Series C Consideration, Per Share Series D Consideration, Per Share Series D-1 Consideration, Per Share Series D-2 Consideration, Per Share Series D-3 Consideration, Per Share Series D-4 Consideration, Per Share Series E Consideration, Closing Working Capital, the Total Outstanding Shares, and the Total Outstanding Securities;
(h) the Persons to whom Closing Indebtedness is owed and their respective payoff amounts and wire transfer instructions;
(i) the Persons to whom Closing Third Party Expenses are owed and their respective payoff amounts and wire transfer instructions; and
(j) the amount of cash payable to each Company Security Holder in accordance with the t...
Closing Spreadsheet. (a) BT Assets shall prepare and deliver to PubCo, in accordance with this Section 6.3, a spreadsheet (the “Closing Spreadsheet”) in form and substance reasonably satisfactory to PubCo, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified in the Closing Spreadsheet), as of immediately prior to the Closing:
(i) the calculation of aggregate cash amounts payable to BT Assets and BT OpCo pursuant to Section 2.1(a), and the total amount of Taxes to be withheld therefrom;
(ii) the calculation of the amounts payable pursuant to each of the clauses (a) through (e) of Section 2.2;
(iii) the calculation of the Aggregate Phantom Equity Consideration and the Phantom Equity Cash Consideration and Phantom Equity Non-Cash Consideration payable to each Phantom Equity Holder pursuant to Section 2.6, and the employer Taxes payable by PubCo, the BT Companies or their Subsidiaries with respect to the Aggregate Phantom Equity Consideration, the Phantom Equity Cash Consideration and Phantom Equity Non-Cash Consideration;
(iv) the calculation of the BT Transaction Bonus Payments (including the cash and non-cash portions thereof), and the employer Taxes payable by PubCo, the BT Companies or their Subsidiaries with respect to the BT Transaction Bonus Payments;
(v) the calculation of the aggregate PubCo Transaction Expenses (which information shall be supplied to BT Assets by PubCo as soon as practicable in advance of such delivery date for a draft Closing Spreadsheet set forth in Section 6.3(b) below);
(vi) the calculation of the aggregate BT Transaction Expenses; and
(vii) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by PubCo.
(b) BT Assets shall prepare and deliver to PubCo a draft of the Closing Spreadsheet not later than five Business Days prior to the Closing Date and a final version of the Closing Spreadsheet to PubCo not later than two Business Days prior to the Closing Date. In the event that PubCo notifies BT Assets that there are errors in the draft of the Closing Spreadsheet, BT Assets and PubCo shall discuss the related items in good faith and BT Assets shall, upon reasonably determining that there are errors in the draft of the Closing Spreadsheet, correct such errors prior to delivering the final version of the same in accordance with this Section 6.3. Without limiting the fo...
Closing Spreadsheet. Prior to the Closing, the Company shall provide to Parent a spreadsheet (the "Closing Spreadsheet") in form reasonably satisfactory to Parent, which spreadsheet shall be dated as of the Closing Date and shall set forth, as of the Closing Date and immediately prior to the Effective Time, the following factual information relating to the Preferred Stockholders: (i) the names of all of the Preferred Stockholders and their respective addresses and taxpayer identification numbers, (ii) the number and kind of Company Shares held by each Preferred Stockholder and the respective certificate numbers, (iii) the calculation of the Initial Cash Consideration and (other than in the event of a Cash Transaction) Stock Merger Consideration payable to each Preferred Stockholder in exchange for the Company Shares held by such Preferred Stockholder, (iv) the interest in dollar and percentage terms of the Preferred Stockholder in the Holdback, if any, and (v) the interest in dollar and percentage terms of the Preferred Stockholder in the Escrow Deposit.
Closing Spreadsheet. Attached hereto as Schedule 1 is a spreadsheet (the “Closing Spreadsheet”) that sets forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing:
(a) the names of all the Share Recipients and their respective addresses and, where available, email addresses;
(b) the number and class of shares of Company Capital Stock held by each of the stockholders of the Company, including the respective certificate numbers and stockholder name exactly as shown on such certificate;
(c) the number of shares of Parent Consideration Stock to be issued to each Merger Stockholder in exchange for shares of Series C Preferred Stock or Series C-1 Preferred Stock, as applicable, held by such Person pursuant to this Agreement (where relevant); and
(d) the Pro Rata Share of each Share Recipient.
Closing Spreadsheet. The information set forth in the Signing Spreadsheet is an estimate only, and the actual amounts to be paid to the Company Shareholders and Company Optionholders shall be as set forth in the Closing Spreadsheet (as defined in Section 6.9), subject to adjustments in accordance with the terms of this Agreement.
Closing Spreadsheet. The Company shall have delivered to the Buyer a spreadsheet certified as complete and correct by the Chief Executive Officer of the Company that separately lists, as of immediately prior to the Closing Date, all Stockholders and their respective addresses as shown in the records of the Company, the number of shares of Company Shares held by each Stockholder and the portion of the Purchase Price payable to each Stockholder (the “Closing Spreadsheet”).
Closing Spreadsheet. A spreadsheet (the “Closing Spreadsheet”), dated as of the Agreement Date, setting forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing:
(i) the number and class of Company Membership Interests held by the sole Member, including the respective certificate numbers (if any) and Member name exactly as shown on such certificate and the date of acquisition of all Company Membership Interests held by such Member;
(ii) the calculation of the Closing Payment;
(iii) the Persons to whom Closing Indebtedness is owed and their respective payoff amounts and wire transfer instructions; and
(iv) the Persons to whom Closing Third-Party Expenses are owed and their respective payoff amounts and wire transfer instructions.
Closing Spreadsheet. The Company shall deliver to Parent, not less than five (5) Business Days prior to the Closing Date, a spreadsheet in a form acceptable to Parent, which shall include the information set forth below and shall be certified as complete, true and correct as of the Closing Date by the Chief Executive Officer of the Company (the “Spreadsheet”):
(a) With respect to each holder of Company Capital Stock, (i) such Person’s name, domicile address, and email address, (ii) the number, class and series of Company Capital Stock held by such Person, (iii) the respective certificate number(s) representing such shares, (iv) respective date(s) of acquisition of such shares, (v) the aggregate amount of the Non-Participating Holder Per Share Closing Consideration, the Participating Holder Per Share Closing Consideration, and/or the Participating Holder Per Share Closing Stock Consideration to be paid to such Person at the Closing in respect of such shares, (vi) such Person’s Pro Rata Share of the Additional Per Share Consideration, if any, and the portion of such Additional Per Share Consideration represented by such Pro Rata Share, and (vii) such other relevant information that Parent or the Exchange Agent may reasonably require.
(b) With respect to each holder of unexercised Company Warrants, (i) such Person’s name, domicile address, and email address, (ii) the type and number of shares of Company Capital Stock issuable upon the exercise of each unexercised Company Warrant held by such Person, (iii) the respective exercise price per share of Company Capital Stock purchasable under such unexercised Company Warrants, (iv) the respective date(s) of issuance of such Company Warrants and the term of such Company Warrants, (v) the aggregate amount of the Non-Participating Warrant Closing Consideration and/or Participating Warrant Closing Consideration to be paid to the holder at Closing, and (vi) such other relevant information that Parent or the Exchange Agent may reasonably require.
(c) With respect to each holder of an unexercised Company Option (i) such Person’s name, domicile address, and email address, (ii) the type and number of shares of Company Capital Stock issuable upon the exercise of each unexercised Company Option held by such Person, (iii) the respective exercise price per share of Company Capital Stock purchasable under such unexercised Company Options, (iv) the respective grant date(s) of such unexercised Company Options and the term of such Company Options (incl...
