Closing Spreadsheet is defined in Section 6.8.
Closing Spreadsheet means a spreadsheet dated as of the Closing Date which shall set forth, as of the Closing Date and immediately prior to the Effective Time, the following factual information relating to holders of issued and outstanding Company Capital Stock, Vested Company Options and Company Warrants: (A) the names of all the Company Securityholders and their respective addresses and where available, taxpayer identification numbers; (B) the number and kind of shares of Company Capital Stock held by, or subject to the Vested Company Options or Company Warrants held by, such Persons, and whether any such Company Options are Employee Options or Non-Employee Options; (C) the amount of cash issuable to each Company Stockholder, Company Optionholder and Company Warrantholder in exchange for the Company Capital Stock, Vested Company Options and Company Warrants held by such Persons; (D) the Securityholders’ Pro Rata Share of each Effective Time Holder, the Indemnity Pro Rata Share of each Effective Time Holder, the Escrow Pro Rata Share of each Effective Time Holder and the Expense Pro Rata Share of each Effective Time Holder; (E) the Escrow Percentage and Expense Percentage; (F) the Escalate Additional Escrow Contribution; and (G) whether any employment or payroll Taxes apply to any payments to any Effective Time Holder pursuant to Section 2.1.
Closing Spreadsheet has the meaning set forth in Section 2(m). “Code” means the Internal Revenue Code of 1986, as amended. “Concurrent Financing” has the meaning set forth in Section 5(l).
Examples of Closing Spreadsheet in a sentence
From and after the date of the Closing Spreadsheet, there shall be no transfers on the books and records of 6th Wave of 6th Wave Common Stock, 6th Wave Series A Preferred Stock, 6th Wave Options or 6th Wave Warrants, and no 6th Wave Options or 6th Wave Warrants shall be exercised.
Parent and Merger Sub agree that the Merger Consideration shall be allocated and paid on the Closing Date in accordance with the Closing Spreadsheet.
Parent shall be permitted to review the Closing Spreadsheet for up to two (2) Business Days following its delivery, and the Closing Spreadsheet shall be amended to reflect any reasonably requested comments of Parent.
The Closing Spreadsheet will be prepared consistent with the spreadsheet attached hereto as Exhibit F, which the Parties agree represents an accurate and complete calculation of the foregoing matters as if the Closing occurred on the date hereof with a Parent Closing Unit Price of CAD$0.50 and an Applicable Exchange Rate of 0.7654652 CAD/USD.
More Definitions of Closing Spreadsheet
Closing Spreadsheet means the spreadsheet attached as Exhibit D to this Agreement, dated as of the Closing Date and setting forth, as of the Closing Date and immediately prior to the Closing, the following factual information relating to holders of Company Common Stock: (a) the name of the Shareholder and its address; (b) the number of shares of Company Common Stock held by such Person and the share certificate numbers for all shares held; (c) the name of the holder of Stock Appreciation Rights, his address and the number of shares of Common Stock issuable upon the exercise of Stock Appreciation Rights immediately prior to the Closing (calculated on a net exercise or cashless exercise basis); (d) the names of all of the holders of Company Options, their address and the Option Termination Payment to be received by each such holder; (e) the names of all holders of Offered SARs, their address and the Carve-Out Payment to be received by each such holder; (f) the calculation of the Total Consideration, Per Share Cash Consideration and Per Share Stock Consideration; (g) the Per Share Stock Consideration and Per Share Cash Consideration payable or issuable to each Company Securityholder pursuant to Section 2.1 of this Agreement; and (h) the Pro Rata Share (expressed both as a percentage and as a dollar amount) of each Company Securityholder in the Escrow Amount.
Closing Spreadsheet means a spreadsheet in form reasonably acceptable to Acquiror in form and content, which spreadsheet shall be dated as of the Closing Date and shall set forth, as of the Closing and immediately prior to the Effective Time of Merger I, the following factual information: (i) the names of all the AirPatrol Shareholders (and name of the record holder if different) and their last known addresses, e-mail addresses and telephone numbers (to the extent available), and the total number of outstanding shares of common and Series A Preferred stock of AirPatrol on the date of Closing; (ii) the number and kind of shares of AirPatrol capital stock held by, or that are issuable upon the exercise of Options or Warrants of AirPatrol, in each case that are outstanding as of immediately prior to the Effective Time of Merger I held by, such Persons and, in the case of outstanding shares of AirPatrol capital stock, the respective certificate numbers (if any); (iii) the names, addresses, e-mail addresses, and telephone numbers of holders of Warrants who have exercised Warrants prior to the date of Closing (if any), together with the exercise price paid and total number of shares of AirPatrol Common Stock acquired by each exercising Warrant holder, (iv) the names and addresses of the holders of secured and unsecured bridge promissory notes set forth in Schedule 1.7.1 who have, as of the date of Closing, converted such holder’s promissory note(s) into AirPatrol Common Stock, the number of shares of AirPatrol Common Stock acquired by each holder, and the total principal and interest thereof converted by each, the names and addresses of the holders of secured and unsecured bridge promissory notes set forth in Schedule 1.7.1 who have not converted such holder’s promissory note(s), and the sum total of each promissory note that remains outstanding as of the date of Closing, (v) the quantity of the Series A Liquidation Preference Amount payable, and quantity of the Series A Stock Merger Consideration (if any issuable), to the holder of AirPatrol Preferred Stock pursuant to Section 1.7.2, (vi) the amount of Common Cash Merger Consideration (if any) payable to each holder of AirPatrol Common Stock pursuant to Section 1.7.3, (vii) the percentage and number of Holdback Shares to be contributed to the Escrow Account on behalf of each holder of AirPatrol Common Stock, and the total number of Holdback Shares, pursuant to Section 1.7.4 and Escrow Agreement, and (viii) the percentage and numbe...
Closing Spreadsheet has the meaning set forth in 2.6(b).
Closing Spreadsheet. Is defined in Section 1.7.2(a).
Closing Spreadsheet means a spreadsheet setting forth: (A) the Per Interest Price; (B) the Expense Fund Amount; (C) the First Escrow Amount; (D) the Second Escrow Amount; (E) the Indemnity Escrow Amount; (F) the Adjustment Escrow Amount; (G) with respect to each Company Shareholder, (i) the number of shares of Capital Stock of the Company held by such Seller; (ii) the amount of cash to be paid to such Seller at the Closing in respect of such shares; (iii) such Seller’s Transaction Percentage, expressed as a percentage; and (iv) such other relevant information that Buyer or the Escrow Agent may reasonably require; (H) with respect to each holder of a 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 and type of Capital Stock underlying each Option held by such Person; (iii) the amount of cash to be paid in respect of each such Option at the Closing; (iv) the respective exercise price per share of such Options; (v) the respective grant date(s) of such Options; (vi) the respective vesting arrangement(s), including any Vesting Acceleration Schedule; (vii) whether such Options are incentive stock options or non-qualified stock options; (viii) in the case of each Unvested Options, the Unvested Options Cash amount in respect of each such Unvested Option; (ix) such holder of Option’s Transaction Percentage, expressed as a percentage; and (x) such other relevant information that Buyer or Escrow Agent may reasonably require; and (I) with respect to each Transaction Bonus Recipient, (i) the amount of cash to be paid to such Transaction Bonus Recipient at the Closing and corresponding Effective Transaction Bonus Shares; (ii) such Person’s address and, if available to the Company, social security number (or tax identification number, as applicable); (iii) wire instructions for each Transaction Bonus Recipient and (iv) such Transaction Bonus Recipient’s Transaction Percentage, expressed as a percentage.
Closing Spreadsheet is defined in Section 2.3(i).
Closing Spreadsheet has the meaning set forth in Section 7.9(j).