Payment Spreadsheet. (a) Attached to this Agreement as Exhibit K is a payment spreadsheet (the “Payment Spreadsheet”) setting forth the following information:
(i) The distribution to the Company Securityholders of the Closing Payment Fund and any amounts to be released to the Company Securityholders from the Escrow Fund or the Representative Expense Fund (if any), including each such Company Securityholder’s Pro Rata Share;
(ii) With respect to each Company Shareholder, (A) such Person’s address (if and as reflected in the Company’s records) and, if available to the Company, social security number, identification card number or tax identification number, as applicable, (B) the number, class and series of Company Shares held by such Person, (C) the respective certificate number(s) representing such shares, (D) the respective date(s) of acquisition of such Company Shares, (E) to the Knowledge of the Company, whether such Company Shareholder filed an election under Section 83(b) of the Code (H) the identification of any shares that were purchased upon exercise of share options that were exercised within 12 months prior to the Closing; and
(iii) With respect to each holder of a Company Option, (A) such Person’s address (if and as reflected in the Company’s records) and, if available to the Company, social security number, identification card number or tax identification number, as applicable, (B) the number of Company Shares underlying each Company Option held by such Person, (C) the respective exercise price per share of such Company Option, (D) the respective grant date(s) of such Company Option, (E) the respective vesting arrangement(s) with respect to any Unvested Company Options, (F) whether the holder of such Company Option is a Continuing Employee, (G) whether such Company Option is an incentive stock option or a non-qualified stock option (as applicable), and (H) with respect to any Option held by an Israeli employee, officer, director or consultant of the Company, a description of whether such Option was granted under Section 102 or Section 3(i) of the Israel Tax Ordinance and with respect to the Company 102 Options whether an election was made to treat such Option under the capital gain route or ordinary income route,; and
(iv) With respect to each Company Warrantholder, (A) such Person’s address (if and as reflected in the Company’s records) and, if available to the Company, social security number, identification card number or tax identification number, as applicable, ...
Payment Spreadsheet. Not less than five (5) Business Days prior to the Company Merger Effective Time, the Company shall deliver to SPAC a schedule (the “Payment Spreadsheet”), certified by an appropriate officer of the Company, setting forth (i) the calculation of the Aggregate Company Consideration (including the amount of Leakage, together with reasonable supporting information with respect thereto), (ii) the allocation of the Aggregate Company Consideration and the Earn-Out Shares, if released from escrow in accordance with Section 3.04, among the holders of Company Common Stock and the holders of Company Vested In-the-Money Options (taking into account, with respect to the holders of Company Vested In-the-Money Options, the aggregate exercise price of all such Company Options), (iii) the portion of the Aggregate Company Consideration and the Earn-Out Shares, if released from escrow in accordance with Section 3.04, payable to each holder of Company Common Stock and each holder of Company Vested In-the-Money Options and (iv) the number of shares of Holdco Common Stock that can be purchased under the Exchanged Options. The allocation of the Aggregate Company Consideration and Earn-Out Shares and the information with respect to the exchange of Company Options into Exchanged Options set forth in the Payment Spreadsheet shall be binding on all Parties and shall be used by Holdco for purposes of issuing the Aggregate Company Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, to the holders of Company Common Stock and Company Vested In-the-Money Options and the conversion of the remaining Company Options into Exchanged Options pursuant to this Article III, absent manifest error. In issuing the Aggregate Company Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, and converting Company Options into Exchanged Options pursuant to this Article III, Holdco and SPAC shall be entitled to rely fully on the information set forth in the Payment Spreadsheet, absent manifest error.
Payment Spreadsheet. The Company shall have delivered to Parent the Payment Spreadsheet pursuant to Section 1.8(c).
Payment Spreadsheet. Not less than five (5) Business Days prior to the First Effective Time, the Company shall deliver to Parent a schedule, in a form to be mutually agreed between the Parties (such agreement not to be unreasonably withheld or delayed) (the “Payment Spreadsheet”) setting forth (i) the Aggregate Fully Diluted Company Common Shares, (ii) the allocation of the Aggregate Transaction Consideration (other than with respect to shares of Company Common Stock subject to Company Awards (which shall be subject to Section 3.01(c))) among Company Holders calculated by multiplying the Exchange Ratio by the total number of shares of Company Common Stock held by each Company Holder (rounded down to the nearest whole number of shares of Parent Class A Common Stock to be issued and allotted among the Company Holders) and (iii) a certification, duly executed by an authorized officer of the Company, that the information delivered pursuant to clauses (i) through (ii) is, and will be as of immediately prior to the First Effective Time, to the actual knowledge of such authorized officer of the Company, true and correct in all material respects. Following delivery of the Payment Spreadsheet, the Company shall review and consider in good faith any comments to the Payment Spreadsheet provided by Parent or any of its Representatives. The Payment Spreadsheet finalized hereunder shall be used for purposes of issuing the Aggregate Transaction Consideration to the Company Holders pursuant to and in accordance with the First Merger. In issuing the Aggregate Transaction Consideration, Parent and Merger Sub I shall be entitled to rely fully on the information set forth in the Payment Spreadsheet.
Payment Spreadsheet. The Company shall have delivered to WinVest the Payment Spreadsheet in accordance with Section 3.01(a).
Payment Spreadsheet. At least three (3) Business Days prior to the Closing, the Company shall deliver to Buyer the “Payment Spreadsheet” in a form and substance reasonably satisfactory to Buyer and accompanied by documentation reasonably satisfactory to Buyer in support of the information set forth therein. The Payment Spreadsheet shall set forth the following information in reasonable detail:
(i) with respect to each Company Shareholder: (i) the name, address, social security number (or tax identification number, as applicable) (if available), jurisdiction of Tax residence and (if available) e-mail address of such Person and an indication as to whether such Person is a Continuing Employee or a Non-Continuing Employee; (ii) the number, class, Book-Entry Entitlement identifier and series of shares of Company Shares held by such Person; (iii) the date of acquisition of such Company Shares; (iv) the amount of Taxes that are to be withheld from the Total Per Share Consideration that such Person is entitled to receive on account of such Company Shares (other than U.S. federal backup withholding Taxes that could result from failure to submit a Form W-9 or Form W-8BEN or comparable withholding documentation); (v) the Total Per Share Consideration that such Person is entitled to receive on account of such Company Shares; (vi) the Pro Rata Portion of such Person as of the Effective Time, (vii) bank account and other wire transfer information and instructions of such Person and an address to which any check should be mailed to such Person (solely with respect to Company Shareholders who have submitted Exchange Documents in advance); and (viii) such other additional information which Buyer may reasonably request in order to facilitate the payments contemplated hereby;
(ii) with respect to each Company Optionholder: (i) the name, address, social security number (or tax identification number, as applicable, and as permitted under governing data privacy law), jurisdiction of Tax residence, and (if available) e-mail address of such Person, and an indication as to whether such Person is a Continuing Employee, Non-Continuing Employee or non-employee advisor to the Company; (ii) whether such Person is an employee, consultant or director of the Company; (iii) the grant date of each Company Option held by such Person and expiration date of each such Company Option (if applicable); (iv) whether each such Company Option (if applicable) was granted pursuant to a Company Employee Plan, and the name o...
Payment Spreadsheet. The Company shall have delivered to Parent the Payment Spreadsheet and related certification in accordance with Section 3.01(a).
Payment Spreadsheet. The Company shall have delivered to SPAC the Payment Spreadsheet in accordance with Section 3.01.
Payment Spreadsheet. Parent shall have received the Payment Spreadsheet.
Payment Spreadsheet. Buyer shall have received the Payment Spreadsheet, certified as complete and correct on behalf of the Company by the Chief Executive Officer of the Company.