Merger Consideration Schedule Sample Clauses

Merger Consideration Schedule. (a) Not later than five (5) Business Days prior to the Closing and after consultation with Parent, the Company shall deliver to Parent a schedule setting forth, as of the Effective Time, a calculation of the aggregate amount of the Merger Consideration calculated in accordance with Section 3.1 on the basis of the Estimated Tangible Book Value of each of the Company and Parent in the form substantially as set forth in Exhibit E (the “Merger Consideration Schedule”) and the Company’s calculation of the Exchange Ratio. If Parent disputes the Merger Consideration Schedule or such Exchange Ratio calculation (it being understood that the parties shall not have the right to dispute the Estimated Tangible Book Value calculated in accordance with Section 3.1(c)), then Parent shall within two (2) Business Days following receipt of the Merger Consideration Schedule, deliver a written notice to the Company of such dispute (the “Merger Consideration Dispute Notice”) setting forth in reasonable detail the basis for that dispute. Parent and the Company shall negotiate in good faith and shall resolve such dispute as promptly as practicable. If Parent does not deliver to the Company a Merger Consideration Dispute Notice within such two-day period, or when Parent and the Company resolve such dispute, the Merger Consideration Schedule and such Exchange Ratio shall be deemed to be conclusive and binding on the parties, subject to any adjustment pursuant to Section 3.13(c). (b) Not later than two (2) Business Days following final determination of the Merger Consideration Schedule pursuant to Section 3.13(a), and after consultation with Parent, the Company shall deliver to Parent a schedule substantially in the form attached as Exhibit F setting forth, as of the Effective Time, a reasonably detailed calculation of: (i) the number of shares of Company Common Stock (and the class thereof) held by each Company Stockholder, (ii) the number of shares of Parent Common Stock (and the class thereof) to be issued as Merger Consideration to each Company Stockholder based on the Exchange Ratio, (iii) as to the number of shares of Parent Common Stock to be delivered to the Escrow Agent as Escrowed Shares and (iv) the number and holder of each of the Company Options, Company SARs and Company RSUs and the amount of any payment required to be made at or after the Effective Time in respect thereof (the “Merger Consideration Allocation Schedule”), which shall be approved by the board of directo...

Merger Consideration Schedule. No later than five Business Days prior to the Closing, the Company shall deliver to Parent a schedule, duly certified by the Chief Financial Officer of the Company on behalf of the Company, setting forth, in each case to the extent then reasonably practicable: (i) the Indebtedness Amount, (ii) the amount of any Indebtedness Payments, (iii) the aggregate amount of all Transaction Expenses paid previously, or not paid on or prior to the Closing Date, and (iv) the resulting Merger Consideration, in each case determined in good faith as of immediately prior to the Closing. Parent shall have the right to review the Merger Consideration Schedule and the Company shall make available as Parent may reasonably request the Company’s books and records used in preparing the Merger Consideration Schedule. The Company and Parent shall use good faith efforts to resolve any disputes regarding the Merger Consideration Schedule and the calculation of the Merger Consideration prior to the Closing; provided, however, that the existence of any dispute regarding the Merger Consideration Schedule shall not delay or otherwise affect the Closing or the Merger Consideration for the purposes of Closing.

Merger Consideration Schedule. Attached hereto as Schedule 3.1(b) is a schedule (the “Merger Consideration Schedule”) reflecting the amount of cash payable under Section 3.1 hereof to each holder of the Company Capital Stock (as of the date hereof in the Company’s transfer books) determined in accordance with the terms hereof, including the mailing address for each holder and specifying the amount to be paid to such holder upon the Closing. No later than two (2) business days prior to the Closing Date, Company shall deliver to Parent a revised Schedule 3.1(b); provided that (i) all changes to such schedule must be reasonably acceptable to Parent and (ii) in no event will any such changes increase the aggregate amount of Merger Consideration.

Merger Consideration Schedule. At least three (3) business days before the Closing, the Company shall deliver to Purchaser a schedule setting forth the portion of the Merger Consideration payable to each Member at Closing (and the percentage interest of each Member in any consideration payable pursuant to Section 1.5), in accordance with the Operating Agreement of the Company and any other agreement or understanding among the Members, duly certified in writing as correct by the Members (the “Merger Consideration Schedule”).

Merger Consideration Schedule. The Company shall deliver to Parent and Merger Sub on the date hereof a schedule (i) setting forth the estimated payments to be made by Parent with respect to the Preferred Stock, Common Stock, In-the-Money Options and In-the-Money Warrants in accordance with the terms hereof and (ii) explaining how the respective amounts of such estimated payments were determined in accordance with the Company Charter (the “Merger Consideration Schedule”), which schedule shall be attached hereto as Section 2.7(j) of the Disclosure Schedule. The Merger Consideration Schedule shall also identify all Options and Warrants that have an exercise price that is less than the Common Per Share Amount (such Options and Warrants, “In-the-Money Options” and “In-the-Money Warrants,” respectively). The Merger Consideration Schedule shall be updated as provided in Section 2.12(e). The Company agrees that Parent and Merger Sub shall be entitled to rely on the Merger Consideration Schedule prepared by the Company in making payments under Section 2.8 hereof and that Parent and Merger Sub shall not be responsible for the calculations, the determinations regarding such calculations or the determinations regarding which Options and Warrants are In-the-Money, in such Merger Consideration Schedule.

Merger Consideration Schedule. On or prior to the Closing Date, FlowWise will furnish the Exchange Agent with a copy of a schedule (the "Merger Consideration Schedule"), substantially in the form attached hereto as Exhibit A, showing (a) the name and address of each of the Former Holders (other than holders of Dissenting Shares, if any), (b) the number of shares of FlowWise Capital Stock held by each Former Holder (other than holders of Dissenting Shares, if any) as of the Effective Time, (c) the amount of the Initial Merger Consideration payable to each Former Holder (other than holders of Dissenting Shares, if any) as the Effective Time, and (d) the amount of the Holdback Amount payable to each Former Holder (other than holders of Dissenting Shares, if any) upon the one (1) year anniversary of the Closing Date (the period from the Closing Date to such anniversary, the "Indemnification Period") (assuming no adjustment thereto), subject to Section 2.3(c) hereof.

Merger Consideration Schedule. At least two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent a Merger Consideration Schedule (the “Merger Consideration Schedule”), setting forth Company’s calculation of the allocation of the Closing Merger Consideration among the Company Securityholders, in addition to an electronic copy thereof in Microsoft Excel format. Parent shall be able to rely on, and shall have no liability to any party to this Agreement or to any Company Securityholder for any payment reflected on, the Merger Consideration Schedule. Notwithstanding the foregoing and notwithstanding anything set forth to the contrary in the Merger Consideration Schedule, Parent shall make all payments to Non-Accredited Securityholders in cash rather than Parent Common Stock. The Merger Consideration Schedule shall include: (i) the name, address (as listed in the corporate record books of the Company), email address (if available) and the social security number or tax identification number of each Company Securityholder; (ii) the number of shares (separated by class and series) of Company Capital Stock, or the number of Warrants, RSUs, Restricted Shares or shares of Company Common Stock underlying Options held by each Company Securityholder; (iii) certificate number(s) for all Company Capital Stock; and (iv) the allocation of the Closing Merger Consideration among the Company Securityholders, determined in accordance with the terms of this Agreement and the Company’s Organizational Documents as in effect as of immediately prior to the Effective Time.

Merger Consideration Schedule. Not less than two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent a schedule of its calculation of the Merger Consideration (the “Merger Consideration Schedule”), which will include good faith estimates of: (i) the total amount of (A) cash and cash equivalents as of the opening of business on the Closing Date (such estimated amount, which shall be prepared using the same accounting principles as were used in the preparation of the Latest Balance Sheet), (ii) the outstanding amount of Indebtedness as of the opening of business on the Closing Date, (iii) the Transaction Expenses, (iv) the Indigo Payable, (v) the aggregate Class A Merger Consideration, (vi) the aggregate Class B Redemption Consideration, (vii) the aggregate Class B/C Merger Consideration, (viii) the amount of Class B Redemption Consideration payable to each Stockholder with respect to such Stockholder’s Redeemed Class B Common Stock, (ix) the amount of Merger Consideration payable to each Stockholder with respect to such Stockholder’s Company Common Stock, and (x) the percentage of the remainder of the Holdback Amount, if any, to be distributed to each Stockholder pursuant to the terms of this Agreement.

Merger Consideration Schedule. At least two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent an updated version of the Merger Consideration Schedule, which shall reflect the information contained therein as of the actual Closing Date and shall be calculated in accordance with the terms and conditions of this Agreement and the Governing Documents of the Company as in effect immediately prior to the Effective Time.

Merger Consideration Schedule. The Company has previously prepared and delivered to Parent prior to the date hereof in preliminary form attached hereto as Schedule 2.6(c), and not later than three (3) Business Days prior to the Closing Date shall prepare and deliver to Parent in final form, a statement (when delivered in its final form) setting forth the Company’s calculation of the following, together with appropriate supporting calculations and schedules, and other documentation reasonably requested by Parent, as of the Merger Effective Time (or the Calculation Time, as applicable) (the “Merger Consideration Schedule”): (i) the amount of (A) the Cash Merger Consideration and (B) Equity Merger Consideration to be payable to each Holder pursuant to and in accordance with this Agreement, the Current LLC Agreement and applicable Laws; (ii) the estimated amount of Earnout Consideration to be payable to each Earnout Recipient pursuant to and in accordance with this Agreement, the Current LLC Agreement and applicable Laws; (iii) the amount of Per Unit Option Cash Consideration to be payable to each Cashout Optionholder pursuant to and in accordance with this Agreement, the Current LLC Agreement, the Equity Compensation Plan and the individual award agreements thereunder, and applicable Laws; (iv) a current schedule of the record holders of all issued Units, vested Options and unvested Options, in the respective classes and amounts set forth opposite their names on such schedule; (v) the name of each Converted Optionholder and the Converted Options attributable to each Converted Optionholder; (vi) the Member Representative Holdback Amount; and (vii) the Company Transaction Expenses, including the recipients of such payments and invoices.