Common use of Merger Consideration Spreadsheet Clause in Contracts

Merger Consideration Spreadsheet. At the Closing, the Company will cause to be prepared and delivered to Parent a spreadsheet, in customary form reasonably acceptable to Parent, dated and setting forth as of the Closing the following information relating to the holders of Company Common Stock and Preferred Stock: (a) the names and addresses (including email addresses), of all such holders; (b) the number and type of Company Capital Stock held by such holders and, the respective Certificate numbers held; (c) the cash and Parent shares payable to each such holder pursuant to this Agreement on the Closing Date and the Closing Date Balance Statement; (d) the Parent Shares to be contributed to the Escrow on behalf of each such holder; and (e) such other information relevant thereto that may be necessary for Wilmington Trust Corporation or such other escrow agent as Parent and the Company may mutually agree (the “Escrow Agent”) to undertake its obligations with respect to the Parent Shares and that the Escrow Agent requests at least two (2) Business Days before the Closing Date (the “Merger Consideration Spreadsheet”). Prior to the distribution of each of the Escrow and the Earnout Amount, the Holders’ Agent shall cause to be prepared and delivered to Parent a revised spreadsheet setting forth as of the date for distribution of any portion of the Escrow or the Earnout Amount, the Parent Shares payable to each holder of Company Common Stock and Preferred Stock pursuant to this Agreement in connection and as of the date of the distribution of such amounts. For purposes of the distribution of Parent Shares to Company Stockholders pursuant to this Agreement, the Parent Shares so payable shall be valued at the fair market value of such Parent Shares, which fair market value shall be the trailing five day average closing price of such Parent Shares ending on the trading day immediately prior to the date that such Parent Shares become eligible for distribution if such Parent Shares are then publicly traded and if such Parent Shares are not then publicly traded, shall be reasonably determined by the Holders’ Agent. The Merger Consideration Spreadsheet and all revisions thereto shall be consistent with the Company’s certificate of incorporation in effect as of immediately prior to the Effective Time.

Merger Consideration Spreadsheet. At the ClosingThe Company shall deliver to Acquiror, the Escrow Agent and the Exchange Agent a spreadsheet (the "Spreadsheet"), which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and the Chief Financial Officer of the Company will cause to be prepared and delivered to Parent a spreadsheet, in customary form reasonably acceptable to Parent, dated and setting forth as of the Closing and which shall separately list, as of the following information relating to the Closing, (i) all holders of Company Common Stock and Preferred Stock: (a) Stock and their respective addresses, the names and addresses number of shares of Company Capital Stock held by such Persons (including email addresseswhether such shares are Company Common Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock or Series C-1 Preferred Stock), the total amount of all Merger Consideration to be paid to such holders; (b) the number and type Persons in respect of each class of Company Capital Stock held by such holders and(including the portion of the Net Cash Consideration to be paid to such Persons as of the Closing, the portion of the Stock Consideration (if applicable) to be paid to such Persons as of the Closing and the amount to be deposited on such Persons' behalves (if applicable) as part of the Initial Escrow Amount (and such Persons' respective Certificate numbers held; pro rata entitlements (cif applicable) to (x) the cash and Parent shares payable to each such holder pursuant to this Agreement on the Closing Date and the Closing Date Balance Statement; (d) the Parent Shares to be contributed to the Escrow on behalf of each such holder; Fund and (ey) in the instance of former holders of Company Common Stock, as applicable, a portion of any Working Capital Price Increase as set forth in Section 2.11(f)), as well as such other information relevant thereto that may be necessary for Wilmington Trust Corporation or such other escrow agent as Parent and the Company may mutually agree (the “Escrow Agent”) to undertake its obligations with respect to the Parent Shares and that which Acquiror, the Escrow Agent requests at least two or the Exchange Agent may reasonably request, and (2ii) Business Days before the Closing Date (the “Merger Consideration Spreadsheet”). Prior to the distribution all holders of each of the Escrow In-the-Money Options and the Earnout Amounttheir respective addresses, the Holders’ Agent shall cause to be prepared and delivered to Parent a revised spreadsheet setting forth as number of the date for distribution of any portion of the Escrow or the Earnout Amount, the Parent Shares payable to each holder shares of Company Common Stock and Preferred Stock pursuant to this Agreement in connection and as of the date of the distribution of underlying such amounts. For purposes of the distribution of Parent Shares to Company Stockholders pursuant to this AgreementIn-the-Money Options, the Parent Shares so payable shall be valued at the fair market value of exercise prices applicable to such Parent Shares, which fair market value shall be the trailing five day average closing price of such Parent Shares ending on the trading day immediately prior to the date that such Parent Shares become eligible for distribution if such Parent Shares are then publicly traded and if such Parent Shares are not then publicly traded, shall be reasonably determined by the Holders’ Agent. The Merger Consideration Spreadsheet and all revisions thereto shall be consistent with the Company’s certificate of incorporation in effect In-the-Money Options as of immediately prior to the Effective Time, the total amount of Merger Consideration to be paid to such Persons (including the portion of the Net Cash Consideration to be paid to such Persons as of the Closing and the amount to be deposited on such Persons' behalves as part of the Initial Escrow Amount (and such Persons' respective pro rata entitlements to (x) the Escrow Fund and (y) as applicable, a portion of any Working Capital Price Increase as set forth in Section 2.11(f)), as well as such other information relevant thereto or which Acquiror, the Escrow Agent or the Exchange Agent may reasonably request. The Company shall deliver the Spreadsheet to Acquiror, the Escrow Agent and the Exchange Agent no later than the later of (i) five (5) Business Days prior to the expected Closing Date or (ii) two (2) Business Days after the first (1st) Business Day upon which the Net Cash Consideration can be determined (i.e., because the components thereof are known).