Payout Spreadsheet has the meaning set forth in Section 2.11
Payout Spreadsheet means a spreadsheet, to be provided with the Estimated Statement, setting forth the following: (a) the Estimated Cash Merger Consideration (as reflected on the Estimated Statement), (b) the Per Common Share Closing Merger Consideration for the Company Common Stock Deemed Outstanding based on the Estimated Cash Merger Consideration, determined as of immediately prior to the Effective Time, (c) the Per Preferred Share Closing Merger Consideration for the Company Preferred Stock Actually Outstanding and the Company Preferred Aggregate Merger Consideration, in each case determined as of immediately prior to the Effective Time, (d) the Per Warrant Share Closing Merger Consideration, determined as of immediately prior to the Effective Time, (e) the amount to be paid to each applicable Effective Time Holder based on the foregoing (subject to Section 1.7 hereof), (f) the Option Exercise Proceeds and Option Consideration, (g) the allocable portion of the Escrow Fund and SR Expense Fund for each Escrow Equity Holder, (h) whether any Taxes are required to be withheld on any payment of Closing Merger Consideration pursuant to this Agreement and (i) with respect to each Effective Time Holder, whether any shares of Company Stock held by such Effective Time Holder: (x) are subject to a vesting arrangement, (y) were issued to such Effective Time Holder as a compensatory payment in such Effective Time Holder’s capacity as an employee of the Company or any Subsidiaries and (z) with respect to which the Company has not delivered to Parent true, correct and complete copies of all election statements under Section 83(b) of the Code, together with evidence of timely filing of such election statements with the appropriate IRS Center (such shares of Company Stock, “Restricted Stock”). The Payout Spreadsheet shall be prepared and determined in accordance with the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Payout Spreadsheet Trial Run. If applicable, the Payout Spreadsheet shall be updated by the Stockholders’ Representative to reflect any changes to the items referred to in this definition resulting from the determination of the Final Cash Merger Consideration (as compared to the Estimated Cash Merger Consideration), all in accordance with Section 1.9(f).
Payout Spreadsheet means a spreadsheet, to be provided by the Company with the Closing Statement setting forth the following: (i) the Initial Merger Consideration (as reflected on the Closing Statement) (ii) the Applicable Per Unit Closing Consideration for each issued and outstanding class of Units based on the Initial Merger Consideration, including (A) the Series 1 Per Unit Closing Consideration, (B) the Series 2 Per Unit Closing Consideration, (C) the Series 3 Per Unit Closing Consideration and (D) the Series A Per Unit Merger Consideration, (iii) allocation of Option Closing Consideration, in each case determined as of immediately prior to the Effective Time in accordance with the Operating Agreement and (iv) each Effective Time Holder’s Pro Rata Share. The Payout Spreadsheet shall be prepared and determined in accordance with the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Payout Spreadsheet Trial Run.
Examples of Payout Spreadsheet in a sentence
The Company shall have delivered to Parent the Payout Spreadsheet.
The Target Payout Spreadsheet shall also set forth the last known address for each such person or entity.
Parent, First Merger Sub, Second Merger Sub and the Surviving Entity will not have any liability with respect to the allocation of any shares of Parent Common Stock or cash made to the Sellers in accordance with the Payout Spreadsheet and this Agreement other than performance of its obligations as set forth herein.
Epirus shall have received (i) a certificate executed on behalf of Bioceros by the managing directors of Bioceros certifying that the conditions set forth in Sections 7.2(a), 7.2(b) and, with respect to Bioceros, 7.1(e) shall have been satisfied, (ii) the Bioceros Payout Spreadsheet, and (iii) the Net Cash Payout Statement.
Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each Target Stockholder (at the address set forth on the Target Payout Spreadsheet) the Letter of Transmittal substantially in the form attached hereto as Exhibit H.
More Definitions of Payout Spreadsheet
Payout Spreadsheet means a spreadsheet, to be provided with the Estimated Statement, setting forth the following: (1) the Estimated Merger Consideration (as reflected on the Estimated Statement); (2) the Per Share Merger Consideration, determined as of immediately prior to the Effective Time in accordance with the Company Charter; (3) each shareholder’s portion of the Estimated Merger Consideration and contribution to the Escrow Amount, Tax Escrow Amount and Company Agent Retention Amount; (4) the portion of Option Consideration allocable to each holder of a Company Option; and (5) other applicable withholdings. The Payout Spreadsheet shall be prepared and determined in accordance with the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Payout Spreadsheet Trial Run.
Payout Spreadsheet shall have the meaning set forth in Section 7.21.
Payout Spreadsheet means a spreadsheet, to be provided by the Company to Parent and the Paying Agent prior to the Closing, with the Estimated Statement, setting forth the following: (i) the Estimated Merger Consideration (as reflected on the Estimated Statement), (ii) the Applicable Per Share Merger Consideration for each issued and outstanding class of Company Capital Stock based on the Estimated Merger Consideration, including (A) the Common Stock Merger Consideration and (B) the Series A Merger Consideration, in each case determined as of immediately prior to the Effective Time in accordance with the Company Charter, and (iii) the amount payable for each outstanding Qualifying Company Option based on the Estimated Merger Consideration. If applicable, the Payout Spreadsheet shall be revised by the Stockholders’ Representative after the Closing to reflect any changes resulting from the determination of the Final Merger Consideration (as compared to the Estimated Merger Consideration), all in accordance with Section 2.10(e)(iii).
Payout Spreadsheet has the meaning set forth in Section 1.6(a).
Payout Spreadsheet means a spreadsheet to be provided to Parent by the Company with the Estimated Statement, setting forth the following: (a) the name of each Stockholder, (b) the number of shares of Company Common Stock held by each Stockholder, (c) the name of each holder of Company SARs, (d) the number of Company SARs held by each holder, (e) the Estimated Total Consideration Value (as reflected on the Estimated Statement), (f) the Closing Payment, the Per Share Cash Amount and the Per Share Stock Amount, each as derived from the Estimated Total Consideration Value, (g) the portion of the Closing Payment to be paid to each Stockholder in respect of such Stockholder’s Company Common Stock, (h) the portion of the aggregate Per Share Cash Amount and the portion of the aggregate Per Share Stock Amount to be paid to each Stockholder in respect of such Stockholder’s Company Common Stock, (i) the amount of cash to be paid to each applicable holder of Company SARs pursuant to Section 3.04, (j) the number of shares of Parent Common Stock to be distributed to each applicable holder of Company SARs pursuant to Section 3.04, (k) the number of Parent RSU Awards to be distributed to each applicable holder of Company SARs pursuant to Section 3.04 and (l) the Escrow Amount. The Payout Spreadsheet shall be prepared and determined in accordance with the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Payout Trial Run.
Payout Spreadsheet means a spreadsheet delivered by the Company to Purchaser at least three Business Days prior to Closing, in a form consistent with the sample spreadsheet attached as Exhibit C and otherwise reasonably acceptable to Purchaser, which shall be updated as of the Closing Date and shall set forth, as of the Closing Date: (i) the capitalization of the Company including: (A) a complete and accurate list of the record holders of issued and outstanding Company Shares, number and kind of Company Shares held (including the number of Ordinary Shares into which such shares are convertible) and the respective certificate numbers thereof, and such holders’ last known respective addresses and email addresses; (B) a complete and accurate list of all outstanding Company Outstanding Instruments, including the name of the Person with whom such Company Outstanding Instruments were made, the number and type of Company Shares issuable (in case of the Company Convertible Instruments) upon the conversion of such Company Outstanding Instruments; and (C) a complete and accurate list of all outstanding Company Warrants, including the name of the Person to whom such Company Warrants have been issued, the number and type of Company Shares issuable upon the exercise of such Company Warrants, and the per share exercise price for each Company Warrant; and (ii) the following information, calculated in accordance with applicable Law, the Organizational Documents of the Company and all other Contractual requirements on the part of the Company: (1) the amount which each Equityholder is entitled to receive (subject to Section 2.7 and Section 2.8) pursuant to Section 2.3, (2) the formula for calculating, at any time, the portion of any Post-Closing Payout Amounts that are payable in respect of each Company Share, Company Outstanding Instruments and Company Warrant, and (3) the formula for calculating, at any time, the Pro Rata Share and Indemnifying Pro Rata Share of each Equityholder.
Payout Spreadsheet means a spreadsheet which shall be certified as true, complete and correct by the Chief Executive Officer of the Company on behalf of the Company, to be provided to Acquirer by the Company no later than three (3) Business Days prior to the Closing, setting forth the following: (a) the Per Share Consideration payable to each Stockholder; (b) the portion of the Aggregate Option Amount payable to each holder of Company Stock Options; (c) any payments due to any person as a result of the Merger and the other transactions contemplated hereby; and (d) the calculation of the Expense Overrun. The Payout Spreadsheet shall be prepared and determined in accordance with the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Payout Trial Run.