Consideration Spreadsheet. (a) Simultaneously with the execution of this Agreement, the Company has delivered to the Parent Parties a Consideration 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, based, when relevant, on assumptions reasonably acceptable to the Parent Parties which are described in detail in the Consideration Spreadsheet: (i) the name and address of record of each Company Shareholder and the number and class, type or series of Company Ordinary Shares held by each; (ii) the number of Company Ordinary Shares that will be issued and outstanding immediately prior to the Effective Time; and (iii) detailed calculations of each of the following (in each case, determined without regard to withholding): (A) the Per Share Merger Consideration Amount; (B) the Per Share Merger Consideration; (C) the Merger Consideration Shares to be issued at Closing; (D) for each Company Shareholder, its Pro Rata Share of the Merger Consideration Shares; (E) any explanatory or supporting information, including calculations, as Parent may reasonably request. (b) At least three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Parent Parties an updated Closing Consideration Spreadsheet as of immediately prior to the Effective Time. (c) The contents of the Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by the Parent Parties, but the Company shall, in all events, remain solely responsible for the contents of each updated Consideration Spreadsheet. Under no circumstances shall any Parent Party be responsible for the calculations or the determinations regarding such calculations in any Consideration Spreadsheet so long as such calculations were not made by the Parent Parties and the parties agree that the Parent Parties shall be entitled to rely on the most recently delivered Consideration Spreadsheet in making payments under this Article IV. (d) Nothing contained in this Section 4.4 or in the Closing 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 7.1(a)(xix); or (ii) alter or amend the definition of Per Share Merger Consideration Amount, Per Share Merger Consideration, Merger Consideration, or Merger Consideration Shares.
Appears in 1 contract
Consideration Spreadsheet. (a) Simultaneously with At least five (5) Business Days prior to the execution of this AgreementClosing, the Company has delivered shall deliver to the Parent Parties a Consideration Spreadsheet spreadsheet (the “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 Time, Time based, when relevant, on assumptions reasonably acceptable to the Parent Parties which and that are described in detail in the Consideration Spreadsheet:
(i) the name and address of record of each Company Shareholder Stockholder and the number and class, type type, or series of shares of Company Ordinary Shares Common Stock held by each;
(ii) the number of Fully Diluted Company Ordinary Shares that will be issued and outstanding immediately prior to the Effective Time; andShares;
(iii) detailed calculations of each of the following (in each case, determined without regard to withholding):
(A) the Closing Per Share Merger Consideration Amountpayable to each named Company Stockholder;
(B) the Per Share Merger Consideration;
Closing Exchange Ratio; and (C) for each Company Stockholder, its pro rata portion of the Merger Consideration Shares to be issued at Closingfor its Company Common Stock;
(D) for each Company Shareholder, its Pro Rata Share of the Merger Consideration Shares;
(Eiv) any explanatory or supporting information, including calculations, as Parent may reasonably request.
(b) At least three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Parent Parties an updated Closing The Consideration Spreadsheet as of immediately prior to delivered hereunder shall be true complete and correct and shall contain the Effective Timesame information described in this Section 3.7.
(c) The contents of the Consideration Spreadsheet delivered by the Company hereunder pursuant to Section 3.7(a) shall be subject to reasonable review and comment by Parent, and shall comport with the Parent Partiesprovisions of this Agreement, but the Company shall, in all events, remain solely responsible for the contents of each updated the Consideration Spreadsheet. Under no circumstances shall any Parent Party or Merger Sub be responsible for the calculations or the determinations regarding such calculations in any the Consideration Spreadsheet so long as such calculations were not made by the Parent Parties and the parties agree that the Parent Parties and Merger Sub shall be entitled to rely on the most recently delivered Consideration Spreadsheet in making payments under this Article IV.
(d) Prior to the Closing, the Company shall update the Consideration Spreadsheet, and deliver such updated Consideration Spreadsheet to Parent, as promptly as practicable after the occurrence of any event that would change the information set forth in the latest version of the Consideration Spreadsheet that it previously delivered to Parent.
(e) Nothing contained in this Section 4.4 3.7 or in the Closing Consideration Spreadsheet shall be construed or deemed to: (i) modify the Company’s obligations pursuant to Section 6.1(b)(xviii) to obtain Parent’s prior consent to the issuance of any securities pursuant to Section 7.1(a)(xix)securities; or (ii) alter or amend the definition definitions of Per Share the Merger Consideration Amount, Per Share Merger Consideration, Merger Consideration, Shares or the Merger Consideration Shares.
Appears in 1 contract
Consideration Spreadsheet. (a) Simultaneously with At least five (5) Business Days prior to the execution of this AgreementClosing, the Company has delivered shall deliver to the Parent Parties a Consideration Spreadsheet spreadsheet (the “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 Time, Time based, when relevant, on assumptions reasonably acceptable to the Parent Parties which and that are described in detail in the Consideration Spreadsheet:
(i) the name and address of record of each Company Shareholder Stockholder and the number and class, type type, or series of shares of Company Ordinary Shares Common Stock held by each;
(ii) the number of Fully Diluted Company Ordinary Shares that will be issued and outstanding immediately prior to the Effective Time; andShares;
(iii) detailed calculations of each of the following (in each case, determined without regard to withholding):
(A) the Closing Per Share Merger Consideration Amountpayable to each named Company Stockholder;
(B) the Per Share Merger Consideration;Closing Exchange Ratio; and
(C) for each Company Stockholder, its pro rata portion of the Closing Merger Consideration Shares to be issued at Closingand Closing Cash Consideration for its Company Common Stock;
(D) for each Company Shareholder, its Pro Rata Share of the Merger Consideration Shares;
(Eiv) any explanatory or supporting information, including calculations, as Parent may reasonably request.
(b) At least three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Parent Parties an updated Closing The Consideration Spreadsheet as of immediately prior delivered hereunder shall be true complete and correct and shall contain the same information described in this Section 3.4, subject to the Effective TimeParent’s rights pursuant to Section 3.4(a)(iv).
(c) The contents of the Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Pxxxxx, and shall comport with the Parent Partiesprovisions of this Agreement, but the Company shall, in all events, remain solely responsible for the contents of each updated the Consideration Spreadsheet. Under no circumstances shall any Parent Party or Merger Sub be responsible for the calculations or the determinations regarding such calculations in any the Consideration Spreadsheet so long as such calculations were not made by the Parent Parties and the parties agree that the Parent Parties and Merger Sub shall be entitled to rely on the most recently delivered Consideration Spreadsheet in making payments under this Article IV.
(d) Prior to the Closing, the Company shall update the Consideration Spreadsheet, and deliver such updated Consideration Spreadsheet to Parent, as promptly as practicable after the occurrence of any event that would change the information set forth in the latest version of the Consideration Spreadsheet that it previously delivered to Parent.
(e) Nothing contained in this Section 4.4 3.4 or in the Closing Consideration Spreadsheet shall be construed or deemed to: (i) modify the Company’s obligations pursuant to Section 6.1(b)(xvii) to obtain Parent’s prior consent to the issuance of any securities pursuant to Section 7.1(a)(xix)securities; or (ii) alter or amend the definition of Per Share the Closing Merger Consideration AmountShares or Closing Cash Consideration. For the avoidance of doubt, Per Share Merger Consideration, Merger Consideration, or in no event shall the aggregate merger consideration payable to the Company Stockholders exceed the Closing Merger Consideration SharesShares and the Closing Cash Consideration.
Appears in 1 contract
Consideration Spreadsheet. (a) Simultaneously with the execution of this Agreement, the Company has delivered to the Parent Parties a Consideration 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, based, when relevant, on assumptions reasonably acceptable to the Parent Parties which are described in detail in the Consideration Spreadsheet:
(i) the name and address of record of each Company Shareholder and the number and class, type or series of Company Ordinary Shares held by each;
(ii) the number of Company Ordinary Shares that will be issued and outstanding immediately prior to the Effective Time; and
(iii) detailed calculations of each of the following (in each case, determined without regard to withholding):
(A) the Per Share Merger Consideration Amount;
(B) the Per Share Merger Consideration;
(C) the Merger Consideration Shares to be issued at Closing;
(D) for each Company Shareholder, its Pro Rata Share of the Merger Consideration Shares;
(E) any explanatory or supporting information, including calculations, as Parent may reasonably request.
(b) At least three (3) Business Days prior to before the Closing Dateand concurrently with the delivery of the Estimated Closing Statement, the Company shall prepare and deliver to Parent a spreadsheet (the Parent Parties an updated Closing “Consideration Spreadsheet Spreadsheet”) in the form attached as Exhibit E, certified by the Chief Executive Officer of the Company, which shall set forth, as of the Closing Date and immediately prior to Closing, the Effective Timefollowing information:
(i) the names, addresses and email addresses of all Equityholders and the number of Company Interests held by such Equityholders, and their respective taxpayer identification numbers;
(ii) detailed calculations of the Merger Consideration and Cash Closing Payment, taking into account the amounts of Estimated Closing Date Debt, Estimated Closing Transaction Expenses, and Estimated Cash, and the Capital Payments Amount; and
(iii) the amount of the Cash Closing Payment payable at Closing to each Equityholder, the principal amount of the Note to be issued to each Equityholder, the number of Consideration Shares to be issued at Closing to each Equityholder and each Equityholder’s respective Percentage Share.
(cb) The contents of Parties acknowledge and agree that the Consideration Spreadsheet delivered by the Company hereunder Equityholders shall be subject to reasonable review and comment by the Parent Parties, but the Company shall, in all events, remain solely responsible for the contents calculation of each updated Consideration Spreadsheet. Under no circumstances shall any the consideration payable pursuant to Section 2.07 and that Parent Party be responsible for and its respective Affiliates (including, Sub and following the calculations or Closing, the determinations regarding such calculations in any Consideration Spreadsheet so long as such calculations were not made by the Parent Parties and the parties agree that the Parent Parties Company) shall be entitled to rely on the most recently delivered Consideration Spreadsheet in making payments under this Article IV.
Section 2.07 and Parent and its Affiliates (d) Nothing contained in this Section 4.4 or in including, Sub and following the Closing Consideration Spreadsheet shall be construed or deemed to: (i) modify Closing, the Company’s obligations to obtain Parent’s prior consent to ) shall not be responsible or have any liability whatsoever for the issuance calculations, allocations or the determinations (or any other matter whatsoever other than for the payment of any securities pursuant to Section 7.1(a)(xix); or (iithe amounts set forth therein in accordance with the terms of this Agreement) alter or amend regarding the definition of Per Share Merger Consideration Amount, Per Share Merger Consideration, Merger Consideration, or Merger Consideration SharesSpreadsheet.
Appears in 1 contract
Consideration Spreadsheet. (a) Simultaneously The Company shall prepare and deliver to Purchaser in accordance with the execution of this AgreementSection 7.10, the Company has delivered to the Parent Parties a Consideration Spreadsheet spreadsheet (the “Consideration Spreadsheet”), prepared by the Company in good faith and detailing the following, in ) which shall set forth for each case, as of immediately prior to the Effective Time, based, when relevant, on assumptions reasonably acceptable to the Parent Parties which are described in detail in the Consideration Spreadsheet:
Stockholder: (iA) the name and address of record of each Company Shareholder and the number and classsuch Stockholder, type or series of Company Ordinary Shares held by each;
(iiB) the number of Company Ordinary Shares that will be issued and outstanding immediately prior to the Effective Time; and
(iii) detailed calculations of each of the following (in each caseheld by such Stockholder, determined without regard to withholding):
(A) the Per Share Merger Consideration Amount;
(B) the Per Share Merger Consideration;
(C) the Merger Consideration Shares portion of the Estimated Purchase Price payable to be issued at Closing;
such Stockholder in cash, (D) the account for each Company Shareholder, its Pro Rata Share such Stockholder to which such cash portion of the Merger Consideration Shares;
Estimated Purchase Price is to be delivered, and (E) any explanatory or supporting information, including calculations, as Parent may reasonably requestthe portion of the Estimated Purchase Price payable to such Stockholder in Purchaser Stock.
(b) At least three (3) The Company shall prepare and deliver to Purchaser a Consideration Spreadsheet not later than two Business Days prior to the Closing Date, certified by an officer of the Company shall prepare and deliver to on behalf of the Parent Parties an updated Closing Company, setting forth the required information as of the Closing. The Consideration Spreadsheet shall be prepared in accordance with the applicable provisions of the Governing Documents, the Company’s equity compensation plans, and this Agreement. The Company shall also provide to Purchaser, together with the Consideration Spreadsheet, such supporting documentation, information and calculations as of immediately prior are reasonably requested by Purchaser for it to verify and determine the Effective Timecalculations, amounts and other matters set forth in the Consideration Spreadsheet.
(c) The contents of parties agree that Purchaser shall be entitled to rely on the Consideration Spreadsheet delivered by the Company hereunder in making payments under this Agreement and Purchaser shall be subject to reasonable review and comment by the Parent Parties, but the Company shall, in all events, remain solely responsible for the contents of each updated Consideration Spreadsheet. Under no circumstances shall any Parent Party not be responsible for the calculations or the determinations regarding such calculations in any such Consideration Spreadsheet so long as such calculations were not made by the Parent Parties and the parties agree that the Parent Parties shall be entitled to rely or any other information set forth on the most recently delivered Consideration Spreadsheet in making payments under this Article IVSpreadsheet.
(d) Nothing contained in this Section 4.4 or in the Closing 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 7.1(a)(xix); or (ii) alter or amend the definition of Per Share Merger Consideration Amount, Per Share Merger Consideration, Merger Consideration, or Merger Consideration Shares.
Appears in 1 contract
Samples: Merger Agreement (Genasys Inc.)
Consideration Spreadsheet. (a) Simultaneously with At least three (3) Business Days prior to the execution of this AgreementClosing Date, the Company has delivered shall prepare and deliver to the Parent Parties a Consideration Spreadsheet form closing consideration spreadsheet (the “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 the Parent Parties which are described in detail in the Consideration Spreadsheet:
(i) the name and address of record of each Company Shareholder Stockholder and the number and class, type or series of shares of Company Ordinary Shares Capital Stock held by each;
(ii) the number of Aggregate Fully Diluted Company Ordinary Shares that will be issued and outstanding immediately prior to the Effective Time; andShares;
(iii) a detailed calculations of each calculation of the following Per Share Merger Consideration (in each case, determined without regard to withholding):);
(Aiv) a detailed calculation of the Closing Cash;
(v) a detailed calculation of the Closing Indebtedness;
(vi) for each Company Securityholder, its share of the Per Share Merger Consideration Amount;
(B) the Per Share Merger Consideration;
(C) the Merger Consideration Shares to be issued at Closing;
(D) for each Company Shareholder, based on its Pro Rata Share of the Merger Consideration Shares;Portion; and
(Evii) any explanatory or supporting information, including calculations, as Parent may reasonably request.
(b) At least three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Parent Parties an updated Closing Consideration Spreadsheet as of immediately prior to the Effective Time.
(c) The contents of the Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by the Parent PartiesParent, but the Company shall, in all events, remain solely responsible for the contents of each updated the Consideration Spreadsheet. Under no circumstances shall any Parent Party or Merger Sub be responsible for the calculations or the determinations regarding such calculations in any the Consideration Spreadsheet so long as such calculations were not made by the Parent Parties and the parties Parties agree that the Parent Parties shall be entitled to rely on the most recently delivered Consideration Spreadsheet in making payments under this Article IVARTICLE III.
(dc) Nothing contained in this Section 4.4 3.4 or in the Closing Consideration Spreadsheet shall be construed or deemed to: to (i) modify the Company’s obligations to obtain Parent’s prior written consent to the issuance of any securities pursuant to Section 7.1(a)(xix6.1(a)(xix); or (ii) alter or amend the definition of Per Share Merger Consideration AmountClosing Cash, Closing Indebtedness, or Per Share Merger Consideration, Merger Consideration, or Merger Consideration Shares.
Appears in 1 contract
Samples: Business Combination Agreement (Altitude Acquisition Corp.)
