Consideration Spreadsheet. (a) At least five (5) Business Days prior to the Closing, the Company shall deliver to Parent a spreadsheet (the “Form Consideration Spreadsheet”), prepared by the Company in good faith and setting forth the following, in each case, as of immediately prior to the Effective Time, based, when relevant, on assumptions reasonably acceptable to Parent which are described in detail in the Consideration Spreadsheet:
Consideration Spreadsheet. At least two (2) Business Days prior to the Closing Date and concurrently with the delivery of the Estimated Closing Statement, the Company will prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), duly certified by the President and Chief Financial Officer of the Company, which will set forth, as of the Closing Date and immediately prior to the Effective Time (determined after the exercise of the Warrants as contemplated by Section 2.4), the following:
Consideration Spreadsheet. The Company shall prepare and deliver to Acquiror, with a copy to the Company Holders’ Agent, no later than two (2) Business Days prior to the Closing, a spreadsheet (the “Consideration Spreadsheet”), which spreadsheet shall be dated as of the Closing Date, shall be in a mutually-agreed form and shall set forth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date and accurate as of immediately prior to the Effective Time: (a) the names of all the Company Holders and their respective addresses as reflected in the records of the Company; (b) the number and kind of Company Interests held by, or subject to the Company Options held by, such Persons and, in the case of outstanding Company Interests, the respective certificate numbers if and where applicable; (c) the exercise price per Company Interest of each Company Option; (d) the Tax status of each Company Option under Section 422 of the Code; (e) the calculation of the Base Merger Consideration and the Base Per Interest Price; (f) the amount of cash payable to each Company Member at the Closing in exchange for the Company Interests held by such Company Member (including the amount of any cash required to be deducted and withheld from such Company Member for Taxes); (g) the amount of cash payable to each holder of a Company Option in exchange for the Company Options held by such Company Holder (including the amount of any cash required to be deducted and withheld from such Company Holder for Taxes and the amount of Tax payable by the Company in connection with the exercise of such Company Option); and (h) the Pro Rata Share percent of each Company Holder. Payment of the amounts set forth on the Consideration Spreadsheet, plus amounts, if any, that become payable pursuant to Sections 1.13 and 1.16, to the Company Holders (subject to adjustment as provided in Section 1.13) shall satisfy all rights of the holders of Company Interests and Company Options under any Contract governing such securities, the Company’s Organizational Documents, applicable Legal Requirements, the Company Employee Plan and this Agreement. The Consideration Spreadsheet shall be complete and correct in all respects.
Consideration Spreadsheet. (a) Annex B to this Agreement describes the Holdings Equity and the Promissory Note Principal Amount deliverable in connection with the Merger, subject to any applicable adjustments contained herein.
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 their respective addresses, email addresses and taxpayer identification numbers as and to the extent available and 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 if not in accordance with the Pro Rata Portion, and the manner in which each such distribution will be calculated; (f) 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; (g) the Company Debt Payoff Amount, along with a breakdown by lender, amount of Company Debt and the wire transfer information of each lender; (h) the aggregate amount of Company Change in Control Payments, along with a breakdown by Person entitled to receive such payment; (i) the Aggregate Company Option Exercise Price Amount and the Aggregate Company Option Payment Amount as of the Closing; (j) the Aggregate Company Warrant Exercise Price Amount as of the Closing and the Aggregate Company Warrant Payment Amount; (k) the Escrow Amount; and (l) the Securityholders’ Representative Amount. In no event will the aggregate amount payable by Parent set forth on the Consideration Spreadsheet, or any update thereto, exceed the Aggregate Closing Merger Consideration, as adjusted by the Final Adjustment Amount.
Consideration Spreadsheet. The Company shall prepare and deliver to the Acquiror, at least three (3) Business Days before the Closing Date, a spreadsheet (the “Consideration Spreadsheet”), which spreadsheet shall be dated as of the Closing Date and signed by an officer of the Company, and shall set forth all of the following information as of the Closing Date:
Consideration Spreadsheet. At least five (5) Business Days prior to the Closing Date, Xxxxxx shall prepare and deliver to Subversive a written statement setting forth a list of (i) the Xxxxxx Shareholders that are Non-U.S. Persons and the Xxxxxx Shareholders that are U.S. Persons that are Qualified Investors (including addresses for such Persons), the number and class of Xxxxxx Shares held by such Xxxxxx Shareholders, and the number of Subversive Common Shares each such Xxxxxx Shareholder is entitled to receive in accordance with Section 2.01(a) and Section 2.02(b)(i), (ii) the holders of Xxxxxx Options that are Continuing Employees, the number of Xxxxxx Common Shares underlying the Xxxxxx Options held by such Continuing Employees, and the number of Subversive Common Shares that each such Continuing Employee is entitled to receive immediately after the Effective Time upon exercise of such Xxxxxx Options in accordance with Section 2.02(d)(i), (iii) the Xxxxxx Shareholders that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of Xxxxxx Shares held by such Xxxxxx Shareholders, and the Closing Cash-Out Amount each such Xxxxxx Shareholder is entitled to receive in accordance with Section 2.02(b)(ii), (iv) the holders of Xxxxxx Options that are not Continuing Employees, the number of Xxxxxx Common Shares underlying the Xxxxxx Options held by such holders of Xxxxxx Options, and the Xxxxxx Option Cash-Out Amount each such holder of Xxxxxx Options is entitled to receive in accordance with Section 2.02(d)(ii), (v) the Xxxxxx Shareholders that are holders of Dissenting Shares and (v) detailed calculations of the Closing Transaction Consideration, Closing Common Consideration Per Share, Closing Preferred A Consideration Per Share and Closing Preferred B Consideration Per Share (the “Consideration Spreadsheet”), together with such other supporting documentation as Subversive may reasonably request. The Parties agree that Xxxxxx shall be responsible for the accuracy and completeness of the Consideration Spreadsheet and Subversive shall be entitled to rely on the Consideration Spreadsheet in making the issuances and payments under this Article II and Subversive shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.
Consideration Spreadsheet. The Consideration Spreadsheet.
Consideration Spreadsheet. The Company shall prepare and deliver to Acquiror, at least three (3) Business Days prior to the Closing, a spreadsheet (the “Consideration Spreadsheet”), certified on behalf of the Company by a duly authorized officer of the Company, 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 therein), as of the Closing Date and immediately prior to the Effective Time: (a) the names and e-mail addresses of all the Company Stockholders, the names of all Company Optionholders, and the names of all Company Noteholders and their respective addresses as reflected in the records of the Company; (b) the number and kind of shares of Company Capital Stock held by, or subject to Company Options or Company Notes 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 Company Option; (d) the Tax status of each Company Option under Section 422 of the Code; (e) the amount of cash issuable to each Company Holder pursuant to this Agreement in exchange for the Company Capital Stock held by such Persons; (f) the amount of cash issuable to each Company Optionholder pursuant to this Agreement in exchange for Company Options held by such Persons; (g) the amount of cash issuable to each Company Noteholder pursuant to this Agreement in exchange for Company Notes held by such Persons; (h) the Pro Rata Share (as a percentage interest) of each Company Holder; and (i) the Pro Rata Holdback Share (as a percentage interest) of each Company Holder.
Consideration Spreadsheet. (a) Before the Closing, the Company shall prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), which shall set forth, as of immediately prior to the Effective Time, the following:
