Common use of Closing Consideration Spreadsheet Clause in Contracts

Closing Consideration Spreadsheet. (a) At least two Business Days prior to the Closing, the Company shall deliver to Parent a spreadsheet (the “Closing Consideration Spreadsheet”), prepared by the Company in good faith and detailing the following, in each case, as of immediately prior to the Merger Effective Time: (i) the name and address of record, if known, of each Company Stockholder and the number of shares of Company Capital Stock held by such Company Stockholder; (ii) the names of record of each holder of Company Warrant, and the exercise price, number of shares of Company Capital Stock subject to each Company Warrant held by such holder; (iii) the number of Aggregate Fully Diluted Company Shares; and (iv) detailed calculations of each of the following (in each case, determined without regard to withholding): (1) Aggregate Merger Consideration; (2) the Per Share Merger Consideration; (3) the Consideration Ratio; and (4) for each Company Converted Warrant, the exercise price therefor and the number of shares of PubCo Common Stock subject to such Company Converted Warrant. (b) The contents of the Closing Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of the Closing Consideration Spreadsheet. The parties hereto agree that Parent and Exchange Agent shall be entitled to rely on the Closing Consideration Spreadsheet in issuing shares of PubCo Common Stock in accordance with this ARTICLE III, including Section 3.3.

Closing Consideration Spreadsheet. (a) At least two three (3) Business Days prior to the Closing, the Company shall deliver to Parent SPAC a spreadsheet (the “Closing Consideration Spreadsheet”), prepared by the Company in good faith and detailing the following, in each case, as of immediately prior to the Merger Effective Time: (i) the name and address of record, if known, record of each Company Stockholder and the number of shares of Company Capital Common Stock held by such Company Stockholder; (ii) the names of record of each holder of Company WarrantOptions, and the exercise price, number and series or class of shares of Company Capital Common Stock subject issuable pursuant to each of the Company Warrant Options held by such holderholder (including, in the case of unvested Company Options, the vesting schedule, vesting commencement date, and date fully vested); (iii) the number of Aggregate Fully Diluted Company Shares; and (iv) detailed calculations of each of the following (in each case, determined without regard to withholding): (1A) Aggregate The number of Fully-Diluted Company Shares; (B) The Exchange Ratio; (C) The number of shares subject to the aggregate Merger Consideration; (2) the Per Share Merger Consideration; (3) the Consideration Ratio; and (4D) for each Company Converted WarrantAssumed Option, the exercise price therefor and the number of shares of PubCo SPAC Common Stock subject to such Company Converted Warrant. (b) Assumed Option; and The contents of the Closing Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of the Closing Consideration SpreadsheetSPAC. The parties hereto agree that Parent SPAC and Exchange Transfer Agent shall be entitled to rely on the Closing Consideration Spreadsheet in issuing shares of PubCo SPAC Common Stock in accordance with this ARTICLE III, including Section 3.3.‎Article I.

Closing Consideration Spreadsheet. (a) At least two three (3) Business Days prior to the Closing, the Company shall deliver to Parent a spreadsheet (as finalized pursuant to this Section 4.5, the “Closing Consideration Spreadsheet”), prepared by the Company in good faith in accordance with this Agreement and detailing setting forth the following, in each case, as of immediately prior to the Merger Effective Time, based, when relevant, on assumptions reasonably acceptable to Parent which are described in detail in the Closing Consideration Spreadsheet: (i) the name and address of record, if known, record of each Pre-Closing Company Stockholder and the number of shares of Company Capital Stock Shares held by such Company Stockholder;each; and (ii) the names allocation of record of each holder of Company Warrant, the Closing Payment Shares and the exercise price, number of shares of Company Capital Stock subject Earnout Shares payable to each Pre-Closing Company Warrant held by such holderStockholder; (iii) the number of Aggregate Fully Diluted Company Shares; and (iv) detailed calculations of each of the following (in each case, determined without regard to withholding): (1) Aggregate Merger Consideration; (2) the Per Share Merger Consideration; (3) the Consideration Ratio; and (4) for each Company Converted Warrant, the exercise price therefor and the number of shares of PubCo Common Stock subject to such Company Converted Warrant. (b) The contents of the Closing Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent▇▇▇▇▇▇, and shall comport with the provisions of this Agreement, but the Company shall, in all events, remain solely responsible for the contents of the Closing Consideration Spreadsheet. The Under no circumstances shall Parent, Purchaser or Merger Sub be responsible for the calculations or the determinations regarding such calculations in the Closing Consideration Spreadsheet and the parties hereto agree that Parent Parent, Purchaser and Exchange Agent Merger Sub shall be entitled to rely on the Closing Consideration Spreadsheet when issuing the Closing Payment Shares under this Article IV. (c) For the purpose of clarification, nothing contained in issuing shares this Section 4.5 or in the Closing Consideration Spreadsheet shall be construed or deemed to: (i) modify the Company’s obligations pursuant to Section 7.1(a) to obtain Parent’s prior consent to the issuance of PubCo Common Stock in accordance with this ARTICLE III, including Section 3.3any securities; or (ii) alter or amend the definition of the Closing Payment Shares.