Merger Consideration Certificate. (a) Prior to the execution of this Agreement, the Company has delivered to Buyer and Merger Sub, based on an estimated Closing Date mutually agreed by Buyer and the Company, a certificate signed by the Company’s chief executive officer and chief financial officer (the “Preliminary Merger Consideration Certificate”) setting forth (i) the amount estimated to be required to discharge in full the Company Indebtedness that is anticipated to be outstanding immediately prior to the Closing (the “Closing Company Indebtedness”); (ii) the amount of Closing Cash anticipated at the Closing; (iii) the amount of Transaction Costs anticipated to be unpaid at the Closing and the amount estimated to be required to discharge in full such Transaction Costs at the Closing; (iv) the Company’s estimated calculations, in reasonable detail, of (A) the Per Share Series A Preferred Merger Consideration for the outstanding shares of Series A Preferred Stock, (B) the Per Share Series B Preferred Merger Consideration for the outstanding shares of Series B Preferred Stock, (C) the Per Share Series C Preferred Merger Consideration for the outstanding shares of Series C Preferred Stock, (D) the Per Share Common Merger Consideration, (E) the Option and Warrant Merger Consideration with respect to each Option and Warrant, and (F) the amount of the Closing Merger Consideration that will be payable at the Effective Time to each Stockholder, Optionholder and Warrantholder.
(b) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Buyer and Merger Sub a certificate signed by the Company’s chief executive officer (the “Merger Consideration Certificate”) updating as necessary the information in the Preliminary Merger Consideration Certificate to reflect such information at the Effective Time. The Company and Buyer shall discuss and each approve the contents of such Merger Consideration Certificate (as the Merger Consideration Certificate may be so adjusted, the “Final Merger Consideration Certificate”) and acknowledge such approval in a writing signed by each of the Company and Buyer. The calculations set forth in the Final Merger Consideration Certificate of the (A) Per Share Series A Preferred Merger Consideration, (B) Per Share Series B Preferred Merger Consideration, (C) Per Share Series C Preferred Merger Consideration, (D) Per Share Common Merger Consideration and (E) the Option and Warrant Merger Consideration, and the amounts payable in accordance ...
Merger Consideration Certificate. (i) At least five (5) Business Days prior to the Closing Date (or at such other time as the parties hereto agree), the Company shall deliver to Parent a certificate in the form of Exhibit F attached hereto (the “Merger Consideration Certificate”) executed on behalf of the Company by its chief executive officer and setting forth the Company’s good faith calculation as of the Closing of:
(A) the Merger Consideration, specifying separately all components thereof;
(B) the Adjusted Merger Consideration, specifying separately all components thereof;
(C) the Fully-Diluted Amount, specifying separately all components thereof;
(D) the Per Share Consideration, specifying separately all components thereof;
(E) on a holder-by-holder basis for all holders of Company Capital Stock (after giving effect to the conversion of Company Preferred Stock as contemplated by Section 3.1(c) and the exercise of UK Options as contemplated by Section 3.1(f)) and Company Stock Options (including payments to be made at Closing and payments pursuant to Section 7.4(g)):
(1) the name, address (as listed in the corporate record books of the Company) and social security number or tax identification number (if known by the Company) of each such holder (it being understood and agreed by the parties hereto that the Paying Agent shall be responsible for independently verifying the address and social security number or tax identification number of each such holder);
(2) the portion of the Merger Consideration payable to each such holder (less the portion of the Merger Consideration allocable to such holder that will be deposited in the Escrow Fund at the Effective Time), and the number of shares of Company Capital Stock and the number of Company Stock Options, if any, held by each such holder (including, in the case of any holder of Company Preferred Stock, the number of shares of Company Common Stock into which such shares of Company Preferred Stock will be converted pursuant to Section 3.1(c)); and
(3) the portion of the Escrow Amount initially attributable to each such holder and the Proportionate Interest in respect of each such holder; and
(F) such other information mutually agreed upon by Parent and the Company.
(ii) As soon as practicable following the receipt of the Merger Consideration Certificate by Parent, the Company, Parent and the Stockholder Representative shall work cooperatively and in good faith to agree upon the calculations set forth by the Company therein. In connection there...
Merger Consideration Certificate. Shareholders and the Company shall, not later than three (3) business days prior to the Closing Date, have delivered to Holdings the Merger Consideration Certificate.
Merger Consideration Certificate. The Merger Consideration Certificate;
Merger Consideration Certificate. Two Business Days prior to the Closing Date, the Company shall deliver to Parent a draft of the Merger Consideration Certificate, which sets forth, for each holder of Company Common Stock and each holder of Company Options, such person’s allocation of the Merger Consideration and such person’s allocation of the Escrow Fund pursuant to this Article 2 based on assumptions set forth therein. At the Closing, the Stockholders’ Agent shall deliver to Parent the Merger Consideration Certificate setting forth the final calculation of such amounts.
Merger Consideration Certificate. The Company shall have delivered to Parent a certificate signed by the Chief Executive Officer of the Company setting forth the Merger Consideration to be paid to each holder in respect of their shares of Company Capital Stock, Company Options and Company Warrants.
Merger Consideration Certificate. The capitalization of the Company, including outstanding Company Options and the terms thereof, immediately prior to the Effective Time shall be set forth on a Merger Consideration certificate to be delivered by the Company to the Parent at Closing (the “Merger Consideration Certificate”). Parent and the Surviving Corporation shall be entitled to rely on the Merger Consideration Certificate in connection with payment of the Merger Consideration pursuant to Section 2.1 and the Option Payments pursuant to Section 2.4. Should the actual number of shares of Company Common Stock or Company Options outstanding as of the Effective Time differ from that set forth on the Merger Consideration Certificate, the amount of Merger Consideration payable per share and the Option Payments shall be adjusted accordingly.
Merger Consideration Certificate. (a) No later than [*] the Company shall deliver to Parent a certificate (in a form and substance reasonably satisfactory to Parent) duly executed on behalf of the Company by the Chief Executive Officer or Chief Financial Officer of the Company (the “Estimated Merger Consideration Certificate”) setting forth the Company’s good faith estimates of the following information (collectively, the “Merger Consideration Certificate Data”), which shall be set forth on an accompanying spreadsheet: [*] The spreadsheet accompanying the Estimated Merger Consideration Certificate shall show with detailed specificity the basis for the calculation of each element of the Merger Consideration Certificate Data and shall break out all payments that are subject to withholding Taxes on a separate worksheet for payment by Parent or the Surviving Corporation rather than by the Paying Agent.
(b) On the Closing Date, the Company shall deliver to Parent (with a copy to the Stockholders’ Agent) a certificate (in a form and substance reasonably satisfactory to Parent) duly executed on behalf of the Company by the Chief Executive Officer or Chief Financial Officer of the Company (the “Merger Consideration Certificate”) certifying as to the Merger Consideration Certificate Data, which shall be set forth on an accompanying spreadsheet. The spreadsheet accompanying the Merger Consideration Certificate shall show with detailed specificity the basis for the calculation of each element of the Merger Consideration Certificate Data and shall break out all payments that are subject to withholding Taxes on a separate worksheet for payment by Parent or the Surviving Corporation rather than by the Paying Agent. The Company shall use commercially reasonable efforts deliver to Parent therewith applicable invoices for the unpaid Transaction Costs.”
Merger Consideration Certificate. Each Seller shall deliver an executed version of the Merger Consideration Certificate, in the form of Exhibit A attached hereto.
Merger Consideration Certificate. All of the information contained in the Merger Consideration Certificate will be complete and accurate immediately prior to the Effective Time (after giving effect to all exercises of Company Options prior to the Effective Time). The allocation of the Merger Consideration set forth in Section 1.5 and the Merger Consideration Certificate will comply with all applicable Legal Requirements, the Company’s certificate of incorporation and bylaws and all other plans and Contracts to which the Company or any securityholder of the Company is party to or by which the Company or any securityholder is bound.
