Closing Consideration Spreadsheet definition

Closing Consideration Spreadsheet has the meaning set forth in Section 3.5(a).

Closing Consideration Spreadsheet means the last Consideration Spreadsheet prepared and delivered by the Company to Parent prior to the Closing in accordance with, and on a basis consistent with, the Form Consideration Spreadsheet.

Closing Consideration Spreadsheet means the last Consideration Spreadsheet prepared and delivered by the Company to Parent prior to the Closing in accordance with Section 3.5.

Examples of Closing Consideration Spreadsheet in a sentence

• Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the applicable portion of the Closing Merger Consideration Shares out of the Exchange Fund in accordance with the Closing Consideration Spreadsheet and the other applicable provisions contained in this Agreement.

• The parties agree that Parent shall be entitled to rely on the Closing Consideration Spreadsheet in making payments under ARTICLE III.

• For the purpose of clarification, the portion of the Closing Merger Consideration Shares payable to each Company Stockholder following such Person’s delivery of a properly completed and executed Letter of Transmittal shall consist of such Company Stockholder’s applicable portion of the Exchange Fund as set forth in the Closing Consideration Spreadsheet with respect to such Company Stockholder.

• The Consideration Spreadsheet, the Closing Consideration Spreadsheet, and any other updates to the Consideration Spreadsheet are the sole responsibility of the Company Securityholders, and the Company Securityholders hereby agree that neither the Company nor Parent, nor any of Parent’s Affiliates, will have any responsibility or liability for any errors, omissions or inaccuracies therein.

• Other than the Company Securities held by Sellers (including each Person deemed a Seller by virtue of such Person’s execution of a Joinder Agreement) set forth in the Closing Consideration Spreadsheet, no Person shall hold or own, beneficially or of record: (a) any outstanding Shares of the Company; (b) any other equity or voting interest in the Company; or (c) any other security of the Company.

• All of the information that will be set forth in the Closing Consideration Spreadsheet will be accurate and complete (and in the case of dollar amounts, properly calculated) as of the Closing.

• The Closing Consideration Spreadsheet will contain an accurate and complete list of all Company Indebtedness outstanding immediately prior to the Closing.

• Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the Closing Merger Consideration out of the Exchange Fund in accordance with the Closing Consideration Spreadsheet and the other applicable provisions contained in this Agreement.

• Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the Merger Consideration Shares out of the Exchange Fund in accordance with the Closing Consideration Spreadsheet and the other applicable provisions contained in this Agreement.

• Stockholders’ Agent shall be entitled to: (i) rely upon the Closing Consideration Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Target stockholder or other party.

More Definitions of Closing Consideration Spreadsheet

Closing Consideration Spreadsheet means a spreadsheet delivered to Purchaser at least three and no more than 10 Business Days prior to the Closing Date, as it may be modified following input from Purchaser or Representatives of Purchaser, or updated by Seller, no later than one Business Day prior to the Closing Date, containing the following information:

Closing Consideration Spreadsheet has the meaning set forth in Section 1.6(c).

Closing Consideration Spreadsheet has the meaning assigned to such term in Section 1.5 of the Agreement.

Closing Consideration Spreadsheet shall have the meaning set forth in Section 4.5.

Closing Consideration Spreadsheet has the meaning set forth in Section 1.6(b). “Closing Consideration Spreadsheet Certificate” has the meaning set forth in Section 2.2(b). “Closing Date” has the meaning set forth in Section 2.1. “Closing Indebtedness Amount” means the sum of, without duplication: (a) the aggregate dollar amount of Company Indebtedness immediately prior to the Closing; plus (b) the sum of the aggregate dollar amount paid and the aggregate dollar amount payable pursuant to the Payoff Letters, determined in accordance with the Accounting Principles; provided, however, that the Closing Indebtedness Amount shall not include (a) any amount included in the Company Transaction Expense Amount or the Accrued Tax Amount and, in each case, actually reflected on a dollar-for-dollar basis in the calculation of the Adjusted Transaction Value or (b) any operating lease liabilities outstanding as of the date hereof and listed on Schedule 5. “Closing Statement” has the meaning set forth in Section 1.7(a).