Spreadsheet. The Company will cause to be prepared and delivered to Parent, at least five Business Days before the Closing, a spreadsheet, in a form reasonably acceptable to Parent and the Payment Agent, dated and setting forth as of the Closing the following information relating to the holders of Company Units, other securities convertible into Company Units, Company Options, Company RSUs, Retention RSUs and Company Restricted Units: (a) the names and addresses (including email addresses), to the extent practicable, of all such holders; (b) the number and type of Company Units or other securities held by, or subject to the Company Options, Company RSUs, Retention RSUs or Company Restricted Units held by, such Persons; (c) the exercise price per unit in effect as of the Closing Date for each Company Option; (d) the conversion price per unit in effect as of the Closing Date for any securities that are convertible into Company Units and the type of Company Units into which the securities are convertible; (e) the cash amount payable to such holder in respect of the cancellation of such holder’s Company Units and In-the-Money Vested Options or other securities pursuant to Section 1.4 or Section 1.6; (f) the Unit General Escrow Contribution, Unit Litigation Escrow Contribution, Unit Representative Fund Contribution, Option General Escrow Contribution, Option Representative Fund Contribution, Aggregate Escrow Funding Percentage and Unit Litigation Funding Percentage of each Indemnifying Securityholder and Indemnifying Founder, as applicable (together with each Indemnifying Securityholder’s Unit Escrow Funding Percentage, Option Escrow Funding Percentage, and each Indemnifying Founder’s Unit Litigation Funding Percentage, separately listed); (g) whether a Person is an Installment Party and if so, such Person’s Unit Installment Amount; (h) the number of shares of Parent Common Stock underlying each holder’s Substitute Options and Replacement RSUs, (i) the amount of the applicable required Tax withholdings as of the date the Spreadsheet is provided attributable to each holder of Company Units, Company Options, Company RSUs, Retention RSUs and Company Restricted Units; (j) the aggregate amount of all outgoing wires to the Payment Agent, the Company and any of its Subsidiaries in respect of payments to be made to holders of Company Units and In-The-Money Vested Options, as applicable, the Escrow Agent and any third-party in respect of the payment of Third Party Expenses; and (k) ...
Spreadsheet. At or prior to the Closing, the Company shall deliver to Acquirer a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Acquirer, which spreadsheet shall set forth all of the following information, as of immediately prior to the Closing:
(a) with respect to each Shareholder:
(i) the name, address and email address of record;
(ii) the number of Shares held, by class;
(iii) the Per Shareholder Stock Consideration and the Company’s good faith estimate as of the Closing of the Per Shareholder Consideration and the Per Shareholder Cash Consideration such Shareholder is entitled to receive pursuant to Section 1.1(a) on an aggregate basis for all Shares and the portion of the Per Shareholder Cash Consideration such Shareholder is entitled to receive at the Closing pursuant to Section 1.3(b)(i);
(iv) the amount to be contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, the Expense Fund, and the Transaction Expenses; and
(v) whether such holder, with respect to its Shares, is subject to withholding as wages or compensation, and the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.5(c) from the consideration that such holder is entitled to receive pursuant to Section 1.1(a);
(b) with respect to each Promised Company Optionholder:
(i) the name, address and email address of record;
(ii) the number of Promised Company Options held;
(iii) the exercise price per share and the number of shares subject to such Promised Company Options;
(iv) the amount to be economically contributed to the Indemnity Holdback Amount the Purchase Price Adjustment Amount and the Expense Fund;
(v) the Company’s good faith estimate of the consideration such holder is entitled to receive pursuant to Section 1.1(c)(i); and
(vi) the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the consideration that such holder is entitled to receive pursuant to Section 1.1(c)(i);
(c) with respect to each VSOP Holder:
(i) the name, address and email address of record;
(ii) the number of VSOPs held by each VSOP Holder;
(iii) a good faith estimate as of the Closing of the VSOP Payments to each VSOP Holder;
(iv) the amount to be economically contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, and the Expense Fund; and
(v) the Company’s good faith es...
Spreadsheet. The Company shall deliver to Parent three (3) Business Days prior to the Closing Date a spreadsheet (the “Spreadsheet”) in a form reasonably acceptable to Parent, which shall include, among other things, as of the Closing:
(a) with respect to each Company Shareholder, (i) such Person’s address and, if available to the Company, social security number (or tax identification number, as applicable), (ii) the number of shares of Company Capital Stock held by such Person, (iii) the respective certificate number(s) representing such shares, (iv) the respective date(s) of acquisition of such shares, (v) the Pro Rata Portion applicable to such Person, (vi) the Shareholder Pro Rata Portion applicable to such Person (vii) the aggregate amount of cash to be paid to such Person at the Closing in respect of such shares, (viii) the amount of cash to be deposited into the Escrow Fund on behalf of such Person in respect of the Indemnification Escrow Amount, (viii) the amount of cash to be deposited into the Escrow Fund on behalf of such Person in respect of the Working Capital Escrow Amount, (ix) the amount of cash to be paid to the Shareholder Representative on behalf of such Person in respect of the Holdback Amount, (x) whether any amounts required to be withheld and if so, the amount of such withholdings, and (xi) the identification of any shares that were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely made; and
(b) with respect to each holder of a Company Option, (i) such Person’s address and, if available to the Company, social security number (or tax identification number, as applicable), (ii) the number of shares of Company Capital Stock underlying each Company Option held by such Person, (iii) the respective grant date(s) of such Company Options, (iv) the respective exercise price(s) per share of such Company Options, (v) whether such Company Options are incentive stock options or non-qualified stock options, (vi) the Pro Rata Portion applicable to such Person, (vii) the amount of cash to be deposited into the Escrow Fund in respect of the Indemnification Escrow Amount, (viii) the amount of cash to be deposited into the Escrow Fund on behalf of such Person in respect of the Working Capital Escrow Amount, (ix) the amount of cash to be paid to the Shareholder Representative on behalf of such Person in respect of the Holdback Amount, (x) the a...
Spreadsheet. The Company shall prepare and deliver to Acquirer a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Acquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (i) the names of all of the Converting Holders and their respective addresses, e-mail addresses and, where available, taxpayer identification numbers, (ii) the number and type of shares of Company Capital Stock held by, or subject to the Company Options or Company Warrants held by, such Converting Holders and, in the case of outstanding shares, the respective certificate numbers, (iii) the number of shares of Company Capital Stock subject to and the exercise price per share in effect for each Company Option and Company Warrant, (iv) 41 the vesting status and schedule with respect to Company Options and Company Warrants and Unvested Company Shares and terms of the Company’s rights to repurchase such Unvested Company Shares (including the per share repurchase price payable with respect thereto), (v) for each Company Option that was early exercised, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (vi) the calculation of Fully-Diluted Company Common Stock, Common Per Share Consideration and Aggregate Exercise Price, (vii) the calculation of aggregate cash amounts payable to each such Converting Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii) or Section 1.3(a)(v) and (viii) a funds flow memorandum setting forth applicable wire transfer instructions for each holder of Company Debt and Transaction Expenses that are incurred but unpaid as of the Closing.
Spreadsheet. The Company has delivered to Parent a spreadsheet attached hereto as Annex B (the “Spreadsheet”) setting forth the following information, accompanied by documentation reasonably satisfactory to Parent in support of the calculation of the information set forth therein:
(a) the calculation of Stock Consideration Value, including a separate line item for each adjustment thereto in accordance with the definition of “Stock Consideration Value” hereunder (including the Closing Net Working Capital, the Net Working Capital Surplus, if any, the Net Working Capital Shortfall, if any, the Closing Cash, the Closing Indebtedness, the Transaction Expenses, each as of immediately prior to the Effective Time, and the resulting calculation of the Stock Consideration);
(b) the calculation of the Per Share Amount;
(c) with respect to each Stockholder: (i) the name, known address and known e-mail address of such holder, (ii) whether such holder is a current or former employee of the Company, (iii) the number, class and series of shares of Company Capital Stock held by such holder and whether such shares of Company Capital Stock are Section 102 Shares, (iv) the gross consideration that such holder is entitled to receive pursuant to Section 1.5(b)(i), and (v) its Stockholder Pro Rata Portion; and
(d) with respect to each Optionholder: (i) the name, address and e-mail address of such holder, (ii) whether such holder is an Employee the Company, (iii) the exercise price and the number and class of Company Capital Stock issuable upon exercise of any Company Options held by such Optionholder and whether such Company Options are Section 102 Options and the applicable sub-section of Section 102, (iv) the gross consideration that such holder is entitled to receive pursuant to Section 1.5(b)(ii), and (v) its Equityholder Pro Rata Portion.
Spreadsheet. For purposes of effecting the payments contemplated by this Article II, at least three Business Days prior to the Closing Date, the Company will provide to the Buyer a spreadsheet (the “Spreadsheet” ) in a form reasonably acceptable to the Buyer, which Spreadsheet will be certified on behalf of the Company by the Chief Executive Officer or Chief Financial Officer of the Company as complete, correct, and in accordance with this Agreement, the Company’s stock ledgers and other records and the Plan Participant Agreements, which shall separately list, as of the Closing, (i) all holders of outstanding capital stock of the Company and their respective addresses, the class, series (if applicable), and number of Shares held by such stockholders, the amount of cash payable to such holders pursuant to this Article II at Closing, such holders’ Pro Rata Portion of the Escrow Fund and the [* * *], and the amounts to be withheld from the consideration payable to each such stockholder, if any, including the type and amount of each Tax to be withheld, (ii) all Plan Participants, the Plan Participant Share of the Closing Purchase Price, the amount of cash payable to each Plan Participant pursuant to this Article II with respect to the Plan Participant Share of the Closing Purchase Price at Closing and the amount to be withheld from such payment to each such Plan Participant, including the type and amount of each Tax to be withheld and the amount of holiday allowance to be withheld, and (iii) such other information relevant thereto which the Buyer may reasonably request. Within three Business Days following determination of each of the Underpayment, if any, and the Final Additional Consideration, if any, the Sellers’ Representative will provide to the Buyer an update of the Spreadsheet (the “Updated Spreadsheet” ), which Updated Spreadsheet will be certified on behalf of the Sellers’ as complete, correct, and in accordance with this Agreement and the Plan Participant Agreements, which shall list, as of the date of the delivery thereof, the Plan Participant Share of the Underpayment, if any, or the Final Additional Consideration, if any, as applicable, the names of all Plan Participants, the amount of cash payable to each Plan Participant pursuant to this Article II with respect to the Plan Participant Share of the Underpayment, if any, or the Final Additional Consideration, if any, as applicable, and the amount to be withheld from each such payment to each such Plan Partici...
Spreadsheet. The information contained in the Spreadsheet shall be complete and correct as of the Closing Date.
Spreadsheet. Parent and the Exchange Agent shall have received from the Company three Business Days prior to the Closing Date the Spreadsheet described in Section 6.21, which shall have been certified as of the Closing Date as complete and correct by the Chief Executive Officer and the Chief Financial Officer of the Company on behalf of the Company.
Spreadsheet. Parent shall have received the Spreadsheet from the Company at least one Business Day prior to the Closing Date (or such shorter time as agreed to by Parent).
Spreadsheet. Acquiror shall have received the Spreadsheet from the Company; provided, however, that such receipt shall not be deemed to be an agreement by Acquiror that the Spreadsheet is accurate and shall not diminish Acquiror's remedies hereunder if the Spreadsheet is not accurate.
