Final Spreadsheet definition

Final Spreadsheet shall have the meaning set forth in Section 7.

Final Spreadsheet means the Initial Spreadsheet, updated as of the Closing Date to set forth, as of the Closing Date and immediately prior to the Effective Time, the calculation in clause (i) of the dollar amounts and shares, as applicable, to be allocated to each Company Stockholder based on the amounts set forth in the Company Estimated Adjustment Statement and the Parent Estimated Adjustment Statement.

Final Spreadsheet. Is defined in Section 5.12.

Examples of Final Spreadsheet in a sentence

• Each of the parties agrees that service of process, summons, notice or document by registered mail addressed to it in compliance with the provisions of Section 10.1 of the Merger Agreement and, if to a Holder, to such Holder’s address set forth opposite each such Holder’s name on the Final Spreadsheet, shall, in each case, be effective service of process for any Proceeding brought in any such court.

• Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be made and given in compliance with the provisions of Section 10.1 of the Merger Agreement and, if to a Holder, to such Holder’s address set forth opposite each such Holder’s name on the Final Spreadsheet.

• As soon as reasonably practicable after the Closing Date, the Paying Agent will send a letter of transmittal to each Stockholder at the address set forth opposite each such Stockholder’s name on the Final Spreadsheet.

• At the Closing, Parent shall issue irrevocable instructions with the Payment Agent to issue the appropriate number of Parent Common Stock to the Securityholders in accordance with the Final Spreadsheet as provided to Parent by Company.

• Parent shall have received the Final Spreadsheet pursuant to Section 1.9(b) certified on behalf of the Company by the Company’s chief executive officer.

• At the Closing, and as additional consideration for the Mergers and the other Transactions, Parent shall issue or cause to be issued to the Company Stockholder 5,000,000 shares of Parent Class A Stock (the “Earn Out Shares”) in accordance with the Final Spreadsheet, which Earn Out Shares shall be subject to the conditions set forth in this Agreement and the other Transaction Agreements, to be held by the Earn Out Escrow Agent.

• The information included in the Initial Spreadsheet is true and correct as of the date hereof and when such items are updated in the Final Spreadsheet shall be true and correct as of the Closing Date (without giving effect to the Mergers).

• None of the Purchaser, the Surviving Company, the Company or Representative, or any employee, officer, director, manager, agent or Affiliate thereof, shall be liable to any Person in respect of any portion of the Purchase Price delivered in accordance with the Final Spreadsheet or delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

• Items (a) through (i) in the definition of “Initial Spreadsheet” are true and correct as of the date hereof and when such items are updated in the Final Spreadsheet shall be true and correct as of the Closing Date (without giving effect to the Mergers).

• Parent shall have received the Final Spreadsheet pursuant to Section 1.8(b) certified by the Company’s chief financial officer.

More Definitions of Final Spreadsheet

Final Spreadsheet has the meaning set forth in Section 5.1 (Conditions to Obligations of Purchaser).