Closing Payment Schedule. (a) The Company shall prepare and deliver to Parent in accordance with Section 1.14(a) (Post-Closing Adjustment) an estimated allocation schedule (the “Closing Payment Schedule”) as an Excel spreadsheet file in electronic format and which shall be based upon the books and records of the Company and shall be prepared in accordance with the Company Charter (including the priorities set forth in Article V, Section 3 therein), the Written Consent, the Company Bylaws and all agreements governing the Company Options and the Company Warrants (each as in effect at the Closing) setting forth: (i) the name, address and email address of each holder of Company Capital Stock, Company Options and Company Warrants immediately prior to the Effective Time, and designating whether such holder is a Participating Securityholder, (ii) with respect to each holder of Company Capital Stock, the number of shares of Company Common Stock and/or Company Preferred Stock held by such holder, (iii) with respect to each holder of Company Options and Company Warrants, the number of shares of Company Common Stock and/or Company Preferred Stock that underly such Company Options and Company Warrants, (iv) a calculation of the Closing Cash Consideration Amount and the Per Share Upfront Merger Consideration (each rounded to the nearest two decimal places) payable as of the Closing Date, (v) a calculation of the Placement Milestone Consideration, the Per Share Placement Milestone Consideration, the Market Expansion Milestone Consideration and the Per Share Market Expansion Milestone Consideration (each rounded to the nearest two decimal places) payable in the event of the achievement of Placement Milestone and each iteration of the Market Expansion Milestone, as applicable, (vi) the Ownership Percentage for each Participating Securityholder, (vii) for each Securityholder entitled to receive a portion of the Closing Cash Consideration Amount, the portion of the Closing Cash Consideration Amount (rounded to the nearest two decimal places) payable to such Participating Securityholder, (viii) with respect to each Bonus Recipient, (A) the portion of the Closing Date Bonus Consideration payable to such Bonus Recipient, (B) the amount of any employer and employee withholdings for such Bonus Recipient, if any, provided that with respect to Employee Bonus Recipients, such amounts would reflect employee and employer withholding as would be applicable if such payments were made on or prior to Closing thro...
Closing Payment Schedule. (a) Two (2) Business Days prior to the Closing, the Company shall deliver to Parent a definitive closing payment schedule (the “Closing Payment Schedule”), duly certified by the Chief Financial Officer and the Secretary of the Company as accurately setting forth (to the extent practicable as of such date):
Closing Payment Schedule. At the Closing, Target shall deliver to Acquiror the Representative Confirmation Letters and a definitive closing payment schedule (the “Closing Payment Schedule”), certified by the Chief Financial Officer of Target, in the form set forth in Section 2.9 of the Target Disclosure Schedule and setting forth: (i) the name of each holder of Target Capital Stock immediately prior to the Effective Time, (ii) the number, class and series of shares of Target Capital Stock held by each such holder immediately prior to the Effective Time; (iii) the pro rata amount of the Series A Aggregate Liquidation Preference Amount which each holder of Series A Preferred Stock is eligible to receive; (iv) the pro rata amount of the Series B Aggregate Liquidation Preference Amount which each holder of Series B Preferred Stock is eligible to receive; (v) the name of each holder of Target Options and Target Restricted Stock immediately prior to the Effective Time; (vi) the calculation of the Merger Consideration taking into consideration any Closing Adjustment Amounts; (vii) the number of Target Options and Target Restricted Stock held by each holder of Target Options and Target Restricted Stock immediately prior to the Effective Time; (vii) the aggregate Per Share Consideration each holder of Target Capital Stock, Target Options and Target Restricted Stock is eligible to receive; (viii) the Escrow Pro Rata Share for each Security Holder for purposes of any payments to be made pursuant to Section 2.15(e) and Section 9.2(b), (ix) the amount to be contributed to the Indemnification Escrow, the Purchase Price Adjustment Escrow and the Stockholders’ Agent Expense Escrow on behalf of each Security Holder pursuant to Section 2.9 and (x) for each holder of Target Preferred Stock, the aggregate amount of the Series A Aggregate Liquidation Preference Amount, Series B Aggregate Liquidation Preference Amount and Per Share Consideration to be paid in cash and Acquiror Common Stock.
Closing Payment Schedule. At least two (2) Business Days prior to the Closing, Target shall deliver to Acquiror a definitive closing payment schedule (the “Closing Payment Schedule”) certified by the Chief Executive Officer and Chief Financial Officer of Target and accurately setting forth: (i) the name of each Target Stockholder immediately prior to the Effective Time, (ii) the number of shares of Target Common Stock held by each such Target Stockholder immediately prior to the Effective Time, (iii) the Closing Shares (and the portion thereof which constitutes the Closing Escrow Amount) allocable to each Target Stockholder, (iv) the percentage of any Applicable Milestone Payments allocable to each Target Stockholder, (v) if any, the amounts required to be deducted and withheld from the consideration otherwise payable to each such Target Stockholder with respect to the payments or any other Tax withholding obligation in respect of the Merger under the Code or any other Tax law, (vi) the amount of Target’s Indebtedness, Target’s Transaction Expenses and any Liabilities of Target as of the Closing, and (vii) a breakdown by individual or entity and amounts of the Transaction Expenses of Target. A preliminary version of the Closing Payment Schedule shall be provided by Target to Acquiror at least five (5) business days prior to the Closing.
Closing Payment Schedule. Acquiror shall have received the Closing Payment Schedule, accompanied by reasonably detailed supporting documentation reasonably satisfactory to Acquiror (including written confirmations, in a form satisfactory to Acquiror) from those Representatives of Target identified by Acquiror as to all amounts paid, owed and to be owed by Target with respect to services performed by them through the Closing Date (or following the Closing Date with respect to the transactions contemplated hereby).
Closing Payment Schedule. The Closing Payment Schedule is accurate and complete and that no Vendor shall have any cause of action against any Purchaser Indemnified Party, the Corporation or any other Person based on any alleged inaccuracy of the information set forth therein.
Closing Payment Schedule. Two business days prior to the Closing, the Company shall provide to Buyer (i) a true and complete schedule of (x) the Debt as of such date, and (y) the Company Transaction Expenses as of such date, together with information as to the amounts of Company Transaction Expenses that have and have not been paid, (ii) a true and complete schedule setting forth the name of each optionholder and the number of Company Stock Options held by such optionholder and the exercise price of each Company Stock Option outstanding as of immediately prior to the Closing (before giving effect to Section 1.17), (iii) an estimated Closing Statement setting forth a good faith estimate as of such date of the Working Capital as of the Closing Date and (iv) such additional information as is reasonably requested by Buyer in order to determine the amount to be paid to the Sellers and optionholders (the "Closing Payment Schedule"). Upon delivery to the Buyer, the Closing Payment Schedule shall be certified by the Company's chief financial officer.
Closing Payment Schedule. Company shall deliver to Parent immediately prior to the Closing Date the Closing Payment Schedule, accompanied by detailed supporting documentation reasonably satisfactory to Parent (including written confirmations, in a form satisfactory to Parent) from those Representatives of Company identified by Parent as to all amounts paid, owed and to be owed by Company with respect to services performed by them through the Closing Date (or following the Closing Date with respect to the transactions contemplated hereby).
Closing Payment Schedule. The Closing Payment Schedule delivered by the Company to Parent in accordance with Section 2.9(a)(i) shall accurately reflect all Closing Payments required to be set forth on the Closing Payment Schedule, including all interest accrued and fees and expenses required to satisfy such obligations.
Closing Payment Schedule. At the Closing, Target shall deliver to Acquiror a definitive closing payment schedule (the “Closing Payment Schedule”) accurately setting forth: (i) the name of each holder of Target Capital Stock immediately prior to the Effective Time of Merger I (after giving effect to any exercises of Target Options or Target Warrants prior to the Effective Time of Merger I) (each, a “Shareholder”); (ii) the number of shares of Target Capital Stock of each class and series held by each such Shareholder immediately prior to the Effective Time of Merger I; (iii) the shares of Acquiror Common Stock to be withheld and contributed to the Escrow Fund on behalf of each such Shareholder pursuant to Section 2.7(i); and (iv) the Cash Consideration and the number of shares of Acquiror Common Stock that each such Shareholder is entitled to receive at the Closing pursuant to Section 2.6 (after deduction of the Escrow Share amounts to be withheld and contributed to the Escrow Fund on behalf of such Shareholder pursuant to Section 2.7(i)). The Closing Payment Schedule shall be accompanied by reasonable documentation which supports the information provided therein (including written confirmations from those Target Representatives, if any, identified by Acquiror as of the date of this Agreement as to all amounts paid, owed and to be owed by Target to such Representative in connection with the transactions contemplated by this Agreement and copies of all relevant invoices therefrom).
