Closing Consideration Allocation; Closing Statement Clause Samples

Closing Consideration Allocation; Closing Statement. The Company will prepare and deliver to Parent, not later than two (2) Business Days prior to the Closing Date, a draft of the Closing Statement in a form mutually agreed to by Parent and the Company. The Closing Statement will be dated as of the Closing Date and will accurately set forth, as of the Closing Date and immediately prior to the Effective Time (in addition to any other required data and information specified therein): (a) the names of all Company Stockholders, the holders of Company Warrants and holders of Company Options and their respective addresses and, where in possession of the Company, taxpayer identification numbers; (b) the number and kind of shares of Company Capital Stock held by, or subject to the Company Options and Company Warrants held by, such Persons and, in the case of outstanding shares of Company Capital Stock, the respective certificate numbers; (c) the exercise price per share in effect for each Company Option or Company Warrants; (d) the calculation of the Closing Consideration and the Per Share Amount; (e) the calculation of the applicable payment to such Person in exchange for shares of Company Capital Stock, Company Warrants or Company Options (as applicable) held by such Person (based, in each case, on the Closing Consideration; (f) each Company Securityholder's Pro Rata Portion and the interest in dollar terms of each Company Securityholder in the Indemnification Escrow Account, the Net Working Capital Escrow Account, the Regulatory Escrow Account and the Representative Escrow Account; (g) the Transaction Expenses and relevant payment information; and (h) the amount of Cash of the Company Group (determined as of the close of business on the day immediately prior to the Closing).