Common use of Closing Spreadsheet Clause in Contracts

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 terms of this Agreement in exchange for the Company Securities held by such Person, including, with respect to each Company Security Holder, such holder’s aggregate (1) 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 (each, as and if applicable), (2) Vested Company Option Cash Out Amount, (3) amount of Warrant Consideration, (4) amount contributed to the Escrow Amount, (5) amount contributed to the Expense Fund, and (6) for any Company Security Holder that is a Company Employee Borrower, the Offset Amount; and (k) with respect to each Company Indemnitor, that Company Indemnitor’s Pro Rata Portion.

Closing Spreadsheet. The Company shall prepare and deliver to Parent Purchaser a spreadsheet (the “Closing Spreadsheet”) at least five (5) three Business Days prior to the Closing and reasonably satisfactory to ParentPurchaser, 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 Shares held by each of the Company StockholdersShareholders, including (i) the respective certificate numbers and stockholder name exactly as shown on such certificate, (ii) the date of acquisition of all shares of Company Capital Stock Shares held by such Stockholder andShareholder, (iii) with respect to any shares of Company Capital Stock Shares 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, and (iv) whether such Company Shareholder is a Dragged Shareholder; (c) the number of shares of Company Capital Stock Shares subject to, and the exercise price per share in effect for, each Vested Company Option and Company Warrant; (d) the vesting status number of Company Capital Shares subject to each Unvested Company Option and schedule with respect to Company Optionseach Transition Employee DT Option; (e) for each Vested 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; (fa) whether any Taxes are required to be withheld from from, or otherwise paid in respect of, any portion of the Total Merger Acquisition Consideration payable to each Company Security Holder on account of the performance of services; (gb) the calculation of Total Merger Acquisition Consideration, the Aggregate Exercise Price Amount, Per Ordinary Share Common Consideration, Per Preferred 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, the Aggregate DT Consideration and the percentage allocation in accordance with Section 1.3(e)(C) of the R&D Tax Credit Deferred Consideration to the Participating Sellers; (hc) the Persons to whom Closing Indebtedness is owed and their respective payoff amounts and wire transfer instructions; (id) the Persons to whom Closing Third Party Expenses are owed and their respective payoff amounts and wire transfer instructions; and; (je) the amount of cash payable to each Company Security Holder in accordance with the terms of this Agreement in exchange for the Company Securities held by such Person, including, with respect to each Company Security Holder, such holder’s aggregate (1) Per Ordinary Share Common Consideration, and Per Preferred 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 (each, as and if applicable), (2) Vested Company Option Cash Out AmountAmount (identified to be DT Consideration where applicable), (3) amount of Warrant Consideration, (4) amount contributed to the Escrow AmountAmounts, (5) amount contributed to the Expense Fund, and (6) for any Company Security Holder that is a Company Employee Borrower, the Offset Amount; and; (kf) with respect to each Participating Seller and Company Indemnitor, that Participating Seller’s or Company Indemnitor’s respective Pro Rata Portion; (g) a separate column which indicates whether each holder will be paid by Payment Agent or through Company’s payroll processing system; and (h) whether any Taxes are required to be withheld on repayment of Closing Indebtedness that is expected to be repaid on or around Closing, in respect of any premium, interest or other amount and the quantum of such Taxes.

Closing Spreadsheet. The Company shall prepare and deliver to Parent a spreadsheet (the “Closing Spreadsheet”) at least five three (53) 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 addresses, taxpayer identification or social security numbers, as applicable, 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, and 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 sharesStockholder; (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 A1 Consideration, Per Shares Share Series A2 Consideration, Per Share 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; (hg) the Persons to whom Closing Indebtedness is owed and their respective payoff amounts and wire transfer instructions; (ih) the Persons to whom Closing Third Party Expenses are owed and their respective payoff amounts and wire transfer instructions; and; (ji) the amount of cash payable to each Company Security Holder in accordance with the terms of this Agreement in exchange for the Company Securities held by such Person, including, with respect to each Company Security Holder, such holder’s aggregate (1) Per Share Common Consideration, Per Share Series A A1 Consideration, Per Share Series A2 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 (each, as and if applicable), (2) Vested Company Option Cash Out Amount, (3) amount of Warrant Consideration, (4) amount contributed retained pursuant to the Adjustment Escrow Amount, (5) amount retained pursuant to the Indemnity Escrow Amount, and (6) amount contributed to the Expense Fund, and (6) for any Company Security Holder that is a Company Employee Borrower, the Offset Amount; and (kj) with respect to each Company Indemnitor, that Company Indemnitor’s Pro Rata Portion.