Consideration Spreadsheet Sample Clauses

Consideration Spreadsheet. (a) At least three (3) Business Days prior to the Closing, the Company shall deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), prepared by the Company in good faith and detailing the following, in each case, as of immediately prior to the Effective Time: (i) the number of Fully Diluted Company Shares; (ii) detailed calculations of each of the following (in each case, determined without regard to withholding): (A) the Per Share Merger Consideration Amount; (B) the Conversion Ratio; (C) the Merger Consideration Shares; (iii) any explanatory or supporting information, including calculations, as Parent may reasonably request. (b) The contents of the Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of the Consideration Spreadsheet. Under no circumstances shall Parent or Merger Sub be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet and the parties agree that Parent and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under ARTICLE III. (c) Nothing contained in this Section 3.3 or in the Consideration Spreadsheet shall be construed or deemed to: (i) modify the Company’s obligations to obtain Parent’s prior consent to the issuance of any securities pursuant to Section 6.1(a)(xviii); or (ii) alter or amend the definition of Per Share Merger Consideration Amount or Merger Consideration Shares.

Consideration Spreadsheet. (a) Concurrently with the execution and delivery of this Agreement, the Company has prepared and delivered to Buyer a spreadsheet (the “Consideration Spreadsheet), which is attached hereto as Schedule 1.1 and sets forth, as of the Closing Date, the following: (i) the names and addresses of all Company Shareholders and the number of shares of Company Preferred Stock and Company Common Stock held by such Persons; (ii) the names, and addresses to the extent reasonably available of all Optionholders, together with the number of shares of Company Common Stock subject to Options held by such Optionholders, the grant date, exercise price and vesting schedule for such Options; (iii) the names, and addresses to the extent reasonably available of all Warrantholders, together with the number of shares of Company Common Stock subject to Warrants held by such Warrantholders and the exercise price for such Warrants; (iv) detailed calculations of the Consideration; (v) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Consideration; (vi) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Escrow Funds and the shares of Buyer Common Stock to be contributed to the Escrow Shares; (vii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the Earnout Funds and the Earnout Shares; and (viii) each Seller Party’s Pro Rata Percentage (as a percentage interest and the interest in dollar or stock terms, as applicable) of the amount to be contributed to the Adjustment Funds and the shares of Buyer Common Stock to be contributed to the Adjustment Shares. (b) The Parties agree that Buyer and Merger Sub shall be entitled to rely on Schedule 1.1 in making payments under Article 1 and Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet.

Consideration Spreadsheet. Attached hereto as Exhibit F is a spreadsheet (the “Consideration Spreadsheet”) setting forth all of the following information, estimated as of the Closing Date: (a) correct names of all Company Securityholders (and such other information as the Paying Agent may reasonably request) as reflected in the records of the Company; (b) the amount and type of each Company Security held by each such Company Securityholder, and the correct certificate numbers with respect to each such Company Security; (c) the amount of the Closing Cash Consideration payable to each Company Securityholder in connection with the Closing; (d) the Pro Rata Portion of each Company Securityholder; (e) the manner in which any distribution of the Escrow Amount will be distributed among the Company Securityholders and the manner in which each such distribution will be calculated; (f) the amount of Company Cash; (g) the amount of Specified Transaction Expenses (including an itemized list of each such Specified Transaction Expense indicating the general nature of such expense (e.g., legal, accounting, etc.), and the Person to whom such expense is owed) and the wire transfer information of each such Person; (h) the Company Debt Payoff Amount, along with a breakdown by lender, amount of Company Debt and the wire transfer information of each lender; (i) the aggregate amount of Company Change in Control Payments, along with a breakdown by Person entitled to receive such payment; (j) the Aggregate Company Warrant Exercise Price Amount and the Aggregate Company Warrant Payment Amount as of the Closing; (k) the Aggregate Company Option Exercise Price Amount and the Aggregate Company Option Payment Amount as of the Closing; (l) the Escrow Amount; and (m) the Contingency Amount. In no event will the aggregate amount payable by Parent (including for Dissenting Shares) exceed the Aggregate Merger Consideration, as adjusted pursuant to Section 1.5.

Consideration Spreadsheet. (a) Annex B to this Agreement describes the Holdings Equity deliverable in connection with the Merger, subject to any applicable adjustments contained herein. In addition, it sets forth the aggregate amount of Indebtedness Assumed issued and outstanding at the Closing and paid in full in connection with the SPAC Merger closing or the IPO closing, as the case may be. (b) At least ten (10) Business Days before the Closing and concurrently with the delivery of the Closing Statement, Target Company shall prepare and deliver to Holdings a spreadsheet (the “Consideration Spreadsheet”), certified by the Chief Executive Officer and Chief Financial Officer (or their functional equivalent) of Target Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Date, the following: (i) the names and addresses of all Target Company Stockholders and the number of Shares held by such Persons including all holders of the Series F Preferred and Series G Preferred; (ii) detailed calculations of the Fully Diluted Share Number; and (iii) each Target Company Stockholder’s Pro Rata Share (as a percentage interest and the interest in dollar terms) of the Holdings Equity portion of the Merger Consideration. (c) The parties agree that Holdings and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II and Holdings and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. The Consideration Spreadsheet.

Consideration Spreadsheet. (a) Annex B to this Agreement describes the Holdings Equity deliverable in connection with the Merger, subject to any applicable adjustments contained herein. (b) At least ten (10) Business Days before the Closing and concurrently with the delivery of the Closing Statement, Target Company shall prepare and deliver to Holdings a spreadsheet (the “Consideration Spreadsheet”), certified by the Chief Executive Officer and Chief Financial Officer (or their functional equivalent) of Target Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Date, the following: (i) the names and addresses of all Target Company Members and the number of Interests held by such Persons; (ii) detailed calculations of the Fully Diluted Interest Amount; and (iii) each Target Company Member’s Pro Rata Share (as a percentage interest and the interest in dollar terms) of the Merger Consideration. (c) The parties agree that Holdings and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II and Holdings and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least three Business Days before the Closing and concurrently with the delivery of the Estimated Closing Statement, the Company shall prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), certified by the Chief Executive Officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Time, the following: (i) the names and addresses of all Company Equityholders and the Company Securities, including the class, series, and amount held by such Persons; (ii) detailed calculations of the Closing Per Share Merger Consideration; (iii) each Company Equityholder’s Closing Per Share Merger Consideration; (iv) each Paid-Out Optionholder’s In-Money Option Closing Merger Consideration; (v) each Company Equityholder’s Allocation Percentage and the interest in dollar terms of the amount (if known) to be contributed or allocated to: (A) the Cash Indemnification Escrow Fund; (B) the Parent Stock Holdback Fund; (C) the Purchase Price Adjustment Escrow Fund; (D) the Stockholder Representative Expense Fund; and (E) the Contingent Amounts. (b) The parties agree that Parent and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) Upon the finalization of the Merger Consideration Spreadsheets, Verano and Member Representative jointly shall prepare a spreadsheet (the “Consideration Spreadsheet”), which shall set forth, as of the Closing, the following: (i) the names and addresses of all Members of the Companies and the number of Member Interests held by such Persons, including any Members participating in an Exchange; (ii) detailed calculations of the Closing Consideration and Closing Per Member Interest Consideration; (iii) the number and proportion of proportionate voting shares of PubCo (including on an as-converted to subordinate voting shares basis), and subordinate voting shares of PubCo to be issued in each Company Merger and in each Exchange; (iv) each Person’s share (both as a percentage interest and the interest in dollar terms) of the Merger Consideration, the Cash Consideration and the Share Consideration (in proportionate voting shares of PubCo and subordinate voting shares of PubCo), including with respect to payment of the Broker Fee; and (v) for the Members receiving Cash Consideration, the principal amount of each such Member’s Convertible Note. (b) The parties agree that Verano and PubCo shall be entitled to conclusively rely on the Consideration Spreadsheet in making payments under Article II, and neither Verano nor PubCo shall be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. The Company shall prepare and deliver to Parent, at or prior to the Closing, a spreadsheet (the "Consideration Spreadsheet"), in substantially the form of Exhibit D, certified on behalf of the Company by the Chief Financial Officer of the Company, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information, as of the Closing Date and immediately prior to the Closing: (a) the names of all the Company Stockholders, Company Optionholders and Company Warrantholders and their respective addresses as reflected in the records of the Company; (b) the number, class and series of shares of Company Capital Stock held by, or subject to the Outstanding Company Options or Company Warrants held by, such Persons and, in the case of outstanding shares, the respective certificate numbers where applicable; (c) the exercise price per share of each Outstanding Company Option and each Company Warrant; (d) the Tax status of each Outstanding Company Option under Section 422 of the Code; (e) the amount of cash issuable to each Company Stockholder in exchange for the Company Capital Stock held by such Persons; (f) the amount of cash issuable to each Company Optionholder in exchange for the Outstanding Company Options held by such Persons; (g) the amount of cash issuable to each Company Warrantholder in exchange for the Company Warrants held by such Persons; (h) for each Company Holder, the amounts subject to Section 2.8(a) and Section 9.7(d), and (i) the amount of Closing Date Debt and Transaction Expenses along with the applicable payees and payment information.