Common use of Company Closing Statement Clause in Contracts

Company Closing Statement. At least two (2) Business Days prior to the Closing Date, the Company shall prepare and deliver to SPAC a statement (the “Company Closing Statement”) setting forth in good faith as of the Closing Date: (a) the aggregate number of shares of Company Common Stock issued and outstanding; (b) the aggregate number of shares of Company Preferred Stock (by series) and the Company SAFEs issued and outstanding (in the case of (a) and (b), prior to giving effect to the conversion of Company Preferred Stock and Company SAFEs set forth under Section 3.01); (c) the aggregate number of shares of Company Common Stock to be outstanding after giving effect to the conversion set forth under Section 3.01; (d) the aggregate number of shares of Company Common Stock underlying vested and unvested Company Options issued and outstanding and the exercise prices therefor; (e) the Company’s calculation of the Equity Financing Amount, if any; (f) the Company’s calculation of the Per Share Equity Value; (g) the Company’s calculation of the Exchange Ratio; and (h) the Company’s calculation of the Pro Rata Share of each Eligible Holder, in each case, including reasonable supporting detail therefor. From and after delivery of the Company Closing Statement until the Closing, the Company shall (x) cooperate with and provide SPAC and its Representatives all information reasonably requested by SPAC or any of its Representatives and within the Company’s or its Representatives’ possession or control in connection with SPAC’s review of the Company Closing Statement and (y) consider in good faith any comments to the Company Closing Statement provided by SPAC, which comments SPAC shall deliver to the Company no less than two (2) Business Days prior to the Closing Date, and the Company shall revise such Company Closing Statement to incorporate any changes the Company reasonably determines are necessary or appropriate given such comments.

Company Closing Statement. At least two (2) Business Days prior to the Closing Date, the Company shall prepare and deliver to SPAC a statement (the “Company Closing Statement”) setting forth in good faith as of the Closing Date: (a) the aggregate number of shares of Company Common Stock Shares issued and outstanding; (b) the aggregate number of shares of Company Preferred Stock Shares (by series) and the Company SAFEs issued and outstanding (in the case of (a) and (b), prior to giving effect to the conversion of Company Preferred Stock and Company SAFEs Shares set forth under Section ‎Section 3.01); (c) the aggregate number of shares of Company Common Stock Shares to be outstanding after giving effect to the conversion of Preferred Shares set forth under Section ‎Section 3.01; (d) the aggregate number of shares vested Company RSUs issued and outstanding; (e) the aggregate number of Company Common Stock Shares underlying vested and unvested Company Options issued and outstanding and the exercise prices therefor; (ef) the aggregate number of Company Common Shares (on an as-converted basis) underlying Company Warrants issued and outstanding and the exercise prices therefor; (g) the Company’s calculation of the Equity Financing Amount, if anyNet Cash; (fh) the Company’s calculation of the Per Share Equity Value; and (gi) the Company’s calculation of the Exchange Ratio; and (h) the Company’s calculation of the Pro Rata Share of each Eligible Holder, in each case, including reasonable supporting detail therefor. From and after delivery of the Company Closing Statement until the Closing, the Company shall (x) cooperate with and provide SPAC and its Representatives all information reasonably requested by SPAC or any of its Representatives and within the Company’s or its Representatives’ possession or control in connection with SPAC’s review of the Company Closing Statement and (y) consider in good faith any comments to the Company Closing Statement provided by SPAC, which comments SPAC shall deliver to the Company no less than two (2) Business Days prior to the Closing Date, and the Company shall revise such Company Closing Statement to incorporate any changes the Company reasonably determines are necessary or appropriate given such comments.

Company Closing Statement. At least two (2) Business Days prior to the Closing Date, the Company shall prepare and deliver to the SPAC a statement (the “Company Closing Statement”) setting forth in good faith as of the Closing Date: (a) the aggregate number of shares of Company Common Stock A Ordinary Shares issued and outstanding; (b) the aggregate number of shares of Company Preferred Stock (by series) and the Company SAFEs B Ordinary Shares issued and outstanding (in the case of (a) and (b), prior to giving effect to the conversion of Company Preferred Stock and Company SAFEs set forth under Section 3.01Up-C Merger); (c) the aggregate number of shares of New Company Class A Common Stock to be outstanding after giving effect to the conversion set forth under Section 3.01Up-C Merger; (d) the aggregate number of shares of New Company Class B Common Stock underlying vested and unvested Company Options issued and outstanding and after giving effect to the exercise prices thereforUp-C Merger; (e) the Company’s calculation of total principal and accrued interest with respect to the Equity Financing Amount, if anyShareholder Loan Notes; (f) the Company’s calculation of total principal and accrued interest with respect to the Per Share Equity ValueManagement Loan Notes; (g) the Company’s calculation of the Exchange Ratio; and Closing Balance Sheet Cash, (h) the Company’s calculation of the Pro Rata Share Total Loan Note Consideration; and (i) the Company’s calculation of each Eligible Holderthe Total Consideration for Ordinary Shares, in each case, including reasonable supporting detail therefor. From and after delivery of the Company Closing Statement until the Closing, the Company shall (x) cooperate with and provide the SPAC and its Representatives representatives all information reasonably requested by the SPAC or any of its Representatives representatives and within the Company’s or its Representativesrepresentatives’ possession or control in connection with the SPAC’s review of the Company Closing Statement and (y) consider in good faith any comments to the Company Closing Statement provided by the SPAC, which comments the SPAC shall deliver to the Company no less than two one (21) Business Days Day prior to the Closing Date, and the Company shall revise such Company Closing Statement to incorporate any changes the Company reasonably determines are necessary or appropriate given such comments.

Company Closing Statement. At least two three (23) Business Days prior to the Closing Date, the Company shall prepare and deliver to SPAC Buyer a statement (the “Company Closing Statement”) setting forth in (and including reasonable supporting detail for) the Company’s good faith estimates as of the Closing Date: (a) Date of the aggregate number amount of shares of Company Common Stock issued and outstanding; (b) the aggregate number of shares of Company Preferred Stock (by series) and the Company SAFEs issued and outstanding Transaction Expenses (in including copies of invoices for third-party Company Transaction Expenses (whether paid or unpaid prior to the case of (a) and (bClosing), prior to giving effect to together with applicable Tax forms for any unpaid Company Transaction Expenses). The Company Closing Statement and each component thereof shall be prepared and calculated in accordance with the conversion of Company Preferred Stock and Company SAFEs set forth under Section 3.01); (c) the aggregate number of shares of Company Common Stock to be outstanding after giving effect to the conversion set forth under Section 3.01; (d) the aggregate number of shares of Company Common Stock underlying vested and unvested Company Options issued and outstanding and the exercise prices therefor; (e) the Company’s calculation of the Equity Financing Amount, if any; (f) the Company’s calculation of the Per Share Equity Value; (g) the Company’s calculation of the Exchange Ratio; and (h) the Company’s calculation of the Pro Rata Share of each Eligible Holder, definitions contained in each case, including reasonable supporting detail thereforthis Agreement. From and after delivery of the Company Closing Statement until the Closing, the Company shall (xi) cooperate with and provide SPAC Buyer and its Representatives all information reasonably requested by SPAC Buyer or any of its Representatives and within the Company’s or its Representatives’ possession or control in connection with SPACBuyer’s review of the Company Closing Statement and (yii) consider in good faith any comments to the Company Closing Statement provided by SPACBuyer, which comments SPAC Buyer shall deliver to the Company no less than two (2) Business Days prior to the Closing Date, and the Company shall revise such Company Closing Statement to incorporate any changes the Company reasonably determines are necessary or appropriate given such comments. The Buyer Parties shall be entitled to rely (without any duty of inquiry) upon the Company Closing Statement. The Company hereby waives any and all claims (A) that the calculation of the Closing Merger Consideration payable to the Holders pursuant to this Agreement did not or does not accurately reflect the terms of the Company Organizational Documents, and (B) in connection with the issuance of any securities of the Company (including in respect of any rights to indemnities from the Company or any of its Affiliates pursuant to any Contract entered into in connection with such issuance).

Company Closing Statement. At least two three (23) Business Days prior to the Closing Date, the Company shall prepare and deliver to SPAC the Purchaser a statement (the “Company Closing Statement”) setting forth in good faith as of the Closing Date: (a) the aggregate number of shares of Company Common Stock issued and outstanding; (b) the aggregate number of shares of Company Preferred Stock (by series) and the Company SAFEs Convertible Securities issued and outstanding (in the case of (a) and (b), prior to giving effect to the conversion of Company Preferred Stock and Company SAFEs set forth under Section 3.01Convertible Securities Conversion); (c) the aggregate number of shares of Company Common Stock to be outstanding after giving effect to the conversion set forth under Section 3.01Company Convertible Securities Conversion; (d) the aggregate number of shares of Company Common Stock underlying vested and unvested Company Options issued and outstanding and the exercise prices therefor; (e) the Company’s calculation of the Equity Financing Amount, if anyPer Share Price; and (f) the Company’s calculation of the Per Share Equity Value; (g) the Company’s calculation of the Exchange Conversion Ratio; and (h) the Company’s calculation of the Pro Rata Share of each Eligible Holder, in each case, including reasonable supporting detail therefor. From and after delivery of the Company Closing Statement until the Closing, the Company shall (x) cooperate with and provide SPAC the Purchaser and its Representatives all information reasonably requested by SPAC the Purchaser or any of its Representatives and within the Company’s or its Representatives’ possession or control in connection with SPACthe Purchaser’s review of the Company Closing Statement and (y) consider in good faith any comments to the Company Closing Statement provided by SPAC, which comments SPAC shall deliver to the Company no less than two (2) Business Days prior to the Closing DatePurchaser, and the Company shall revise such Company Closing Statement to incorporate any changes the Company reasonably determines are necessary or appropriate given such comments.