Common use of Payment Spreadsheet Clause in Contracts

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. Not less than five (5) Business Days prior to the First Effective Time, the Company shall deliver to Parent DFB Healthcare, a scheduleschedule setting forth the Merger Consideration (which shall include the breakdown of Closing Stock Consideration and Contingent Consideration for each Company Unitholder, in a form and the breakdown of the XX Xxxxxxx Merger Closing Consideration, the A Blocker Merger Closing Consideration and Contingent Consideration for each Blocker Seller) payable to be mutually agreed between the Parties (such agreement not to be unreasonably withheld or delayed) Company Unitholders and the Blocker Sellers (the “Payment Spreadsheet”) setting forth ). The allocation of the Merger Consideration among the Company Unitholders and the Blocker Sellers shall be determined in accordance with the provisions of the Company LLC Agreement governing the allocation of such consideration (unless any Company Unitholder or Blocker Seller provides its written consent to a different basis of determination); provided, that, for the avoidance of doubt, with respect to any Blocker, such Merger Consideration shall be payable to the applicable Blocker Seller. The sum of (i) the Aggregate Fully Diluted Company number of shares of DFB Healthcare Common Shares, Stock issuable pursuant to the Blocker Mergers at Closing as provided in Section 2.01(a) and (b) as set forth on the Payment Spreadsheet and (ii) the number of Consideration Units issuable to the Company Unitholders at Closing pursuant to the Merger as provided in Section 2.02 and as set forth on the Payment Spreadsheet shall be equal to (A) the Aggregate Merger Closing Consideration Amount divided by (B) $10.00. The allocation of the Aggregate Transaction Merger 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 set forth 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 binding on all parties and shall be used by DFB Healthcare and Merger Sub for purposes of issuing the Aggregate Transaction Merger Consideration to the Blocker Sellers and the Company Holders Unitholders pursuant to and in accordance with the First Mergerthis Article II. In issuing the Aggregate Transaction ConsiderationMerger Consideration pursuant to this Article II, Parent DFB Healthcare and Merger Sub I shall be entitled to rely fully on the information allocation of the Merger Consideration set forth in the Payment Spreadsheet.

Payment Spreadsheet. Not less than five (5) Business Days prior to the First Effective Time, the Company shall deliver to Parent GAMC a schedule, in a form to be mutually agreed between the Parties (such agreement not to be unreasonably withheld or delayed) schedule (the “Payment Spreadsheet”) setting forth (i) the Aggregate Fully Diluted Company Common Sharescalculation of the Transaction Consideration and the Exchange Ratio, (ii) the allocation of the Aggregate Transaction Consideration (other than with respect to shares among the holders of Company Common Stock subject Stock, (iii) the portion of Transaction Consideration payable to each holder of Company Awards Common Stock, and (which shall be subject to Section 3.01(c))iv) among Company Holders calculated by multiplying the Exchange Ratio by the total number of shares of Company New GAMC Common Stock held that will be subject to each Rollover Option, Rollover RSU, and Converted Warrants, which shall be determined in accordance with Section 3.01(d), in each case, prepared in good faith by each the Company Holder (rounded down and in a form and substance reasonably satisfactory to GAMC and accompanied by documentation reasonably satisfactory to GAMC. The Company shall provide GAMC with reasonable access to the nearest whole number relevant books, records, and personnel 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 enable GAMC 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 review the Payment Spreadsheet, the . The Company shall review consider all reasonable comments of GAMC and consider its representatives in good faith any comments and the parties shall make such amendment to the Payment Spreadsheet provided by Parent or any of its Representativesas the parties may mutually and in good faith agree. The allocations and calculations set forth in the Payment Spreadsheet finalized hereunder shall (as may be amended in accordance with the preceding sentence) shall, to the fullest extent permitted by applicable Law, be binding on all parties hereto and be used by GAMC for purposes of issuing the Aggregate Transaction Consideration to the Company Holders pursuant to and all consideration in accordance with the First Mergerthis Agreement, absent manifest error. In issuing the Aggregate Transaction Considerationall consideration pursuant to this Article III, Parent GAMC and Merger Sub I shall shall, to the fullest extent permitted by applicable Law, be entitled to rely fully on the information set forth in the Payment Spreadsheet, absent manifest error.