Common use of Consideration Spreadsheet Clause in Contracts

Consideration Spreadsheet. (a) Annex B to this Agreement describes the Holdings Equity, the Promissory Note Principal Amount, and the Earnout deliverable in connection with the Transaction, 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 Sellers and the number of Shares held by such Persons; (ii) detailed calculations of the Fully Diluted Share Number; and (iii) each Seller’s Pro Rata Share (as a percentage interest and the interest in dollar terms) of the Holdings Equity portion and the Promissory Notes portion of the Purchase Consideration. (c) The parties agree that Holdings shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II and Holdings shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) Annex B to this Agreement describes the Holdings Equity, Equity and the Promissory Note Principal Amount, and the Earnout Amount deliverable in connection with the TransactionMerger, 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 Sellers Target Company Members and the number of Shares Target Company Membership Interest held by such Persons; (ii) detailed calculations of the Fully Diluted Share NumberInterest Amount; and (iii) each SellerTarget Company Member’s Pro Rata Share (as a percentage interest and the interest in dollar terms) of the Holdings Equity portion and the Promissory Notes portion of the Purchase 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) Annex B to this Agreement describes the Holdings Equity, Equity and the Promissory Note Principal Amount, and the Earnout Amount deliverable in connection with the TransactionMerger, 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 Sellers Target Company Stockholders and the number of Shares Target Company Common Stock held by such Persons; (ii) detailed calculations of the Fully Diluted Share Number; and (iii) each SellerTarget Company Stockholder’s Pro Rata Share (as a percentage interest and the interest in dollar terms) of the Holdings Equity portion and the Promissory Notes portion of the Purchase 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.