Closing Date Spreadsheet Sample Clauses

Closing Date Spreadsheet. The Company shall deliver to Parent a spreadsheet (the “Closing Date Spreadsheet”) substantially in the form attached hereto as Schedule 6.14(a), which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing Date and which shall include, among other things, as of the Closing, (i) (A) the names of all Company Stockholders and their respective addresses as stated on the books and records of the Company, (B) the number and type of shares of Company Capital Stock held by such Company Stockholder, (C) the liquidation preference applicable to each share of Company Preferred Stock or Class A Common Stock, (D) the aggregate per share amount of Adjusted Merger Consideration (less the Base Escrow Amount, the Sales Tax Escrow Amount and the Securityholder Representative Expenses Reserve) payable to each Company Stockholder as of the Closing Date, (E) (x) each Company Stockholder’s portion, determined in accordance with the Company’s certificate of incorporation (as amended by the Charter Amendment) of the Adjusted Merger Consideration (less the Base Escrow Amount, the Sales Tax Escrow Amount and the Securityholder Representative Expenses Reserve) and, (y) for purposes of indemnification claims to the extent the amount of any such claim exceeds the amounts in the Escrow Fund available at such time to satisfy such claim, each Company Stockholder’s resulting percentage of the aggregate merger consideration paid to date, and (F) such other information relevant thereto which Parent or the Securityholder Representative may reasonably request, and (ii) (A) the names of all former holders of Company Warrants and their respective addresses as stated on the books and records of the Company, (B) the number and type of shares of Company Capital Stock underlying each Company Warrant held by such holder, (C) the exercise price of each such Company Warrant, (D) the aggregate per share amount of Adjusted Merger Consideration (less the Base Escrow Amount, the Sales Tax Escrow Amount and the Securityholder Representative Expenses Reserve) payable to each holder of a Company Warrant as of the Closing Date with respect to all Company Warrants held by such holder (after deduction of the aggregate exercise price of all such Company Warrants), (E) (x) each former holder of Company Warrants’s portion, determined in accordance with the Company’s certificate of incorporation (as amended by the Charter A...