Consideration Spreadsheet. (a) At least five (5) Business Days prior to the Closing, the Company shall deliver to Parent a spreadsheet (the “Closing Consideration Spreadsheet”), prepared by the Company in good faith and detailing the following, in each case, as of immediately prior to the Effective Time:
Appears in 5 contracts
Samples: Merger Agreement (Trailblazer Merger Corp I), Registration Rights Agreement (CSLM Acquisition Corp.), Merger Agreement (Swiftmerge Acquisition Corp.)
Consideration Spreadsheet. (a) At least five (5) Business Days prior to the Closing, the Company shall deliver to Parent a spreadsheet (the “Closing Form Consideration Spreadsheet”), prepared by the Company in good faith and detailing 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:
Appears in 5 contracts
Samples: Merger Agreement (Revelstone Capital Acquisition Corp.), Merger Agreement (Revelstone Capital Acquisition Corp.), Merger Agreement (Revelstone Capital Acquisition Corp.)
Consideration Spreadsheet. (a) At least five three (53) Business Days prior to the Closing, the Company shall deliver to Parent a spreadsheet (the “Closing Consideration Spreadsheet”), prepared by the Company in good faith and detailing the following, in each case, as of immediately prior to the Effective Time:
Appears in 4 contracts
Samples: Merger Agreement (Globalink Investment Inc.), Merger Agreement (Logiq, Inc.), Merger Agreement (Abri SPAC I, Inc.)
Consideration Spreadsheet. (a) At least five three (53) Business Days prior to before the ClosingClosing (the “Consideration Determination Date”), the Company shall prepare and deliver to Parent a spreadsheet (the “Closing Consideration Spreadsheet”), prepared certified by the Company in good faith and detailing President & Chief Executive Officer of the followingCompany, in each casewhich shall set forth, as of the Closing Date and immediately prior to the Effective TimeTime except as set forth below, the following:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Abeona Therapeutics Inc.), Agreement and Plan of Merger (Abeona Therapeutics Inc.)
Consideration Spreadsheet. (a) At least five (5) Business Days prior to the Closing, the Company shall deliver to Parent a spreadsheet (the “Closing Consideration Spreadsheet”), prepared by the Company in good faith and detailing setting forth the following, in each case, case as of immediately prior to the Effective TimeTime based, when relevant, on assumptions reasonably acceptable to Parent and that are described in detail in the Consideration Spreadsheet:
Appears in 2 contracts
Samples: Lock Up Agreement (NaturalShrimp Inc), Merger Agreement (Yotta Acquisition Corp)
Consideration Spreadsheet. (a) At least Not later than five (5) Business Days prior to the ClosingClosing Date, the Company shall deliver to Parent a spreadsheet Consideration Spreadsheet (the “Closing Consideration Spreadsheet”), prepared by the Company in good faith and detailing 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:
Appears in 2 contracts
Samples: Merger Agreement (Viveon Health Acquisition Corp.), Merger Agreement (Clearday, Inc.)
Consideration Spreadsheet. (a) At least five (5) Business Days prior to the Closing, the Company shall deliver to Parent a spreadsheet (the “Closing Consideration Spreadsheet”), prepared by the Company in good faith and detailing setting forth the following, in each case, case as of immediately prior to the Effective TimeTime based, when relevant, on assumptions reasonably acceptable to Parent and that are described in detail in the Consideration Spreadsheet:
Appears in 2 contracts
Samples: Merger Agreement (EF Hutton Acquisition Corp I), Merger Agreement (99 Acquisition Group Inc.)
Consideration Spreadsheet. (a) At least five (5) Business Days prior to before the ClosingClosing and concurrently with the delivery of the Estimated Closing Statement, the Company shall prepare and deliver to Parent a spreadsheet (the “Closing Consideration Spreadsheet”), prepared certified by an officer of the Company in good faith and detailing the followingCompany, in each casewhich shall set forth, as of the Closing Date and immediately prior to the Effective TimeDate, the following:
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Quality Systems, Inc)
Consideration Spreadsheet. (a) At least five three (53) Business Days prior to the Closing, the Company shall deliver to the Parent Parties a spreadsheet (the “Closing Consideration Spreadsheet”), prepared by the Company in good faith and detailing the following, in each case, as of immediately prior to the Effective Time:
Appears in 2 contracts
Samples: Merger Agreement (Aerkomm Inc.), Merger Agreement (IX Acquisition Corp.)
Consideration Spreadsheet. (a) At least five three (53) Business Days prior to before the Closing, the Company shall prepare and deliver to Parent a spreadsheet (the “Closing Consideration Spreadsheet”), prepared certified by the a Company in good faith and detailing the followingManager, in each casewhich shall set forth, as of the Closing Date and immediately prior to the Effective Time, the following:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mobiquity Technologies, Inc.)
Consideration Spreadsheet. (a) At least five three (53) Business Days prior to the ClosingClosing Date, the Company shall prepare and deliver to Parent a form closing consideration spreadsheet (the “Closing Consideration Spreadsheet”), prepared by the Company in good faith and detailing the followingdetailing, in each case, as of immediately prior to the First Effective Time, based, when relevant, on assumptions reasonably acceptable to Parent which are described in detail in the Consideration Spreadsheet:
Appears in 1 contract
Samples: Business Combination Agreement (Altitude Acquisition Corp.)
Consideration Spreadsheet. (a) At least five three (53) Business Days prior to the ClosingClosing Date, the Company shall prepare and deliver to Parent a form closing consideration spreadsheet (the “Closing Consideration Spreadsheet”), prepared by the Company in good faith and detailing the followingdetailing, 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:
Appears in 1 contract
Samples: Business Combination Agreement (Altitude Acquisition Corp.)
Consideration Spreadsheet. (a) At least five seven (57) Business Days prior to before the ClosingClosing and concurrently with the delivery of the Estimated Closing Working Capital Statement, the Company shall prepare and deliver to Parent a spreadsheet (the “Closing Consideration Spreadsheet”), prepared certified by the Company in good faith and detailing the followingPrincipals, in each casewhich shall set forth, as of the Closing Date and immediately prior to the Effective TimeDate, the following:
Appears in 1 contract
Consideration Spreadsheet. (a) At least five two (52) Business Days prior to before the Closing, the Company shall prepare and deliver to Parent a spreadsheet (the “Closing Consideration Spreadsheet”)) , prepared by the Company in good faith and detailing the following, in each casewhich shall set forth, as of the Closing Date and immediately prior to the Effective Time, the following:
Appears in 1 contract
Samples: Agreement and Plan of Merger (CURO Group Holdings Corp.)
Consideration Spreadsheet. (a) At least five (5) Business Days prior to the Closing, the Company shall deliver to Parent SPAC a spreadsheet (the “Closing Consideration Spreadsheet”), prepared by the Company in good faith and detailing the following, in each case, as of immediately prior to the Effective Time:
Appears in 1 contract
Samples: Business Combination Agreement (HH&L Acquisition Co.)
Consideration Spreadsheet. (a) At least five (5) Business Days prior to before the Closing, the Company shall prepare and deliver to Parent the Buyers a spreadsheet (the “Closing Consideration Spreadsheet”), prepared certified by the Company in good faith and detailing Chief Executive Officer of the followingCompany, in each casewhich shall set forth, as of immediately prior to the Effective TimeClosing Date, the following:
Appears in 1 contract
Consideration Spreadsheet. (a) At least five three (53) Business Days prior to the Closinganticipated Closing Date, the Company shall prepare and deliver to Parent a spreadsheet (the “Closing Consideration Spreadsheet”), prepared by the Company in good faith and detailing the following, in each case, as of immediately prior to the Effective Time) which sets forth:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fortress Transportation & Infrastructure Investors LLC)
Consideration Spreadsheet. (a) At least five three (53) Business Days prior to the ClosingClosing Date, the Company shall prepare and deliver to Parent a consideration spreadsheet (the “Closing Consideration Spreadsheet”), prepared by the Company in good faith and detailing 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:
Appears in 1 contract
Consideration Spreadsheet. (a) At least five three (53) Business Days prior to before the Closing, the Company shall prepare and deliver to Parent a spreadsheet (the “Closing Estimated Merger Consideration Spreadsheet”), prepared certified by the Company in good faith and detailing Chief Executive Officer of the followingCompany, in each casewhich shall set forth, as of the Closing Date and immediately prior to the Effective TimeDate, the following:
Appears in 1 contract
Samples: Agreement and Plan of Merger (VistaGen Therapeutics, Inc.)
Consideration Spreadsheet. (a) At least five (5) Business Days prior to before the ClosingClosing and concurrently with the delivery of the Estimated Closing Working Capital Statement, the Company shall prepare and deliver to Parent a spreadsheet (the “Closing Consideration Spreadsheet”), prepared certified by the Company in good faith and detailing Chief Executive Officer of the followingCompany, in each casewhich shall set forth, as of the Closing Date and immediately prior to the Effective Time, the following:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alliqua BioMedical, Inc.)
Consideration Spreadsheet. (a) At least No less than five (5) Business Days prior to the ClosingClosing Date, the Company shall will deliver to Parent a spreadsheet Consideration Spreadsheet (the “Closing Consideration Spreadsheet”), prepared by the Company in good faith and detailing the following, in each case, as of immediately prior to the First Effective Time, based, when relevant, on assumptions reasonably acceptable to Parent which are described in detail in the Consideration Spreadsheet:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (EdtechX Holdings Acquisition Corp. II)
Consideration Spreadsheet. (a) At least five seven (57) Business Days prior to before the Closing, the Company shall prepare and deliver to Parent a spreadsheet (the “Closing Consideration Spreadsheet”), prepared certified by the Company in good faith and detailing Chief Executive Officer of the followingCompany, in each casewhich shall set forth, as of the Closing Date and immediately prior to the Effective TimeDate, the following:
Appears in 1 contract
Samples: Agreement and Plan of Merger (AgeX Therapeutics, Inc.)