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.
Payout Spreadsheet has the meaning set forth in Section 2.10.
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).
Examples of Payout Spreadsheet in a sentence
The Company shall have delivered to Parent the Payout Spreadsheet.
With respect to each Escrow Equity Holder, each such Escrow Equity Holder’s Pro Rata Share of the Escrow Amount and Pro Rata Share of the SR Expense Fund shall be transferred by Parent to the Escrow Agent and the Stockholders’ Representative, respectively, in the amounts set forth on the Payout Spreadsheet (such amounts, as to each such Escrow Equity Holder, are sometimes referred to herein as the “Escrow Share” and the “SR Expense Fund Share”).
The Company shall provide to Parent, together with the Payout Spreadsheet, such supporting documentation, information and calculations as are reasonably necessary for Parent to verify and determine the calculations, amounts and other matters set forth in the Payout Spreadsheet.
Under equity method, the investment in joint venture is carried in the statement of financial position at cost plus post acquisition changes in the Company’s share of net assets of the joint venture.
Sellers and Purchasers shall promptly reimburse each other in accordance with such allocation for any such Property Taxes which any Party is required to pay under applicable Law, with such reimbursement to be reflected in the Payout Spreadsheet and treated as a Purchase Price adjustment.
More Definitions of Payout Spreadsheet
Payout Spreadsheet means a spreadsheet, to be provided with the Closing Statement setting forth the following: (i) the Merger Consideration (as reflected on the Closing Statement) and (ii) the Per Share Merger Consideration for each class and type of Company Capital Stock, in each case determined as of immediately prior to the Effective Time in accordance with this Agreement. 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 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 as defined in Section 2.7(c).
Payout Spreadsheet has the meaning set forth in Section 1.6(a).
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 in the form attached hereto as Exhibit B, setting forth the Company’s good faith calculations (based on the Company’s calculation of the Initial Merger Consideration and the terms of this Agreement, the Company Charter and other organizational documents of the Company) of: (a) the Initial Merger Consideration, (b) the Per-Share Merger Consideration (calculated as of the Closing Date), (c) the number and class of shares of Company Stock held by each Effective Time Holder as of the Effective Time, (d) the number of Cash-Out Options held by each Effective Time Holder as of the Effective Time and the exercise prices thereof, (e) the portion of the Merger Consideration to which each Effective Time Holder is entitled with respect to Company Stock, (f) the portion of the Option Consideration to which each Effective Time Holder is entitled, (g) each Effective Time Holder’s Pro Rata Share, and (h) each Effective Time Holder’s address and wiring instructions. Exhibit B sets forth illustrative calculations of the foregoing as of the date of this Agreement.