Common use of Consideration Spreadsheet Clause in Contracts

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) At least three (3) Business Days prior to the Closing, the Company Alps Holdco shall deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), prepared by the Company Alps Holdco in good faith and detailing the following, in each case, as of immediately prior to the Effective Time: (i) the name and address of record of each Alps Holdco Shareholder and the number of Alps Holdco Ordinary Shares held by each; (ii) the number of Fully Diluted Company Alps Holdco Shares; (iiiii) 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;; and (iiiiv) any explanatory or supporting information, including calculations, as Parent may reasonably request. (b) The contents of the Consideration Spreadsheet delivered by the Company Alps Holdco hereunder shall be subject to reasonable review and comment by Parent, but the Company Alps Holdco shall, in all events, remain solely responsible for the contents of the Consideration Spreadsheet. Under no circumstances shall Reincorporation Merger Surviving Company, Parent or Merger Sub be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet and the parties agree that Reincorporation Merger Surviving Company, Parent and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under ARTICLE III.V. (c) Nothing contained in this Section 3.3 4.4 or in the Consideration Spreadsheet shall be construed or deemed to: (i) modify the CompanyAlps Holdco’s obligations to obtain ParentReincorporation Merger Surviving Company’s prior consent to the issuance of any securities pursuant to Section 6.1(a)(xviii7.1(a)(xviii); or (ii) alter or amend the definition of Per Share Merger Consideration Amount or Merger Consideration Shares.

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 name and address of record of each Company Shareholder and the number of Company Ordinary Shares held by each; (ii) the number of Fully Diluted Company Shares; (iiiii) 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;; and (iiiiv) 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 IIIIV. (c) Nothing contained in this Section 3.3 3.4 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) At least three (3) 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 “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: (i) the number names and addresses of Fully Diluted all Company SharesEquityholders 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 following amount (in each case, determined without regard if known) to withholding):be contributed or allocated to: (A) the Per Share Merger Consideration AmountCash Indemnification Escrow Fund; (B) the Conversion RatioParent Stock Holdback Fund; (C) the Merger Consideration SharesPurchase Price Adjustment Escrow Fund; (iiiD) any explanatory or supporting information, including calculations, as Parent may reasonably requestthe Stockholder Representative Expense Fund; and (E) the Contingent Amounts. (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 IIIArticle II and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet. (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) 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 name and address of record of each Company Stockholder and the number of shares of Company Common Stock held by each; (ii) the number of Fully Diluted Company Shares; (iiiii) 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;; and (iiiiv) 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 IIIIV. (c) Nothing contained in this Section 3.3 3.5 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.