Common use of Closing Payment Schedule Clause in Contracts

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 through the Company’s then existing payroll system, and (C) an indication whether such Bonus Recipient is an Employee Bonus Recipient or a Non-Employee Bonus Recipient, and (ix) for each Securityholder entitled to receive a portion of the Securityholders’ Representative Reserve, the Purchase Price Escrow Amount and the Indemnity Escrow Amount, if any when payable, the maximum respective amounts of such Securityholders’ Representative Reserve, Purchase Price Escrow Amount and Indemnity Escrow Amount, as applicable, (rounded to the nearest two decimal places) payable to such Participating Securityholder.

Closing Payment Schedule. (a) The Company shall prepare and deliver to Parent in accordance with Section 1.14(aAcquiror, by no later than three (3) (Post-Closing Adjustment) an estimated allocation schedule Business Days prior to Closing, a spreadsheet (the “Closing Payment Schedule”) ), certified as complete and accurate by an Excel spreadsheet file in electronic format and which shall be based upon the books and records executive officer of the Company in the form attached hereto as Exhibit D, which Closing Payment Schedule shall accurately set [*] Confidential treatment requested. 31 CONFIDENTIAL TREATMENT REQUESTED forth all of the following information, as of the Closing Date 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: (a) the names of all the Company Securityholders and their respective addresses; (b) the number, class and designating whether series of Company Capital Stock held by, or subject to the Company Options and Company Warrants held by, such Persons, (c) the exercise price per share in effect for each Company Option (and amount of cash required to be deducted and withheld from such Persons for Taxes); (d) the exercise price per share in effect for each Company Warrant (and amount required to be deducted and withheld from such Persons for Taxes); (e) the aggregate Liquidation Rights payment which each such holder of Company Preferred Stock is a Participating Securityholdereligible to receive, (iif) each Company Securityholder’s respective portion of the Closing Merger Consideration (determined in accordance with Section 1.9(a), Section 1.12(a) and Section 1.12(b) and taking into account the Liquidation Rights), (g) each Company Securityholder’s respective portion of the Non-Contingent Holdback Consideration (determined in accordance with Section 1.9(a), Section 1.12(a) and Section 1.12(b) and taking into account the Liquidation Rights) with respect to each holder all potential payments of Company Capital Stock, the number of shares of Company Common Stock and/or Company Preferred Stock held by such holderNon-Contingent Holdback Consideration hereunder, (iiih) each Company Securityholder’s respective portion of the of the Post-Closing Merger Consideration, if any (determined in accordance with Section 1.9(a), Section 1.12(a) and Section 1.12(b) and taking into account the Liquidation Rights) 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 all potential payments of the Post-Closing Cash Consideration Amount and the Per Share Upfront Merger Consideration hereunder and (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, (Bi) 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 through the Company’s then existing payroll system, and (C) an indication whether such Bonus Recipient is an Employee Bonus Recipient or a Non-Employee Bonus Recipient, and (ix) for each Securityholder entitled to receive a portion of the Securityholders’ Representative Reserve, the Purchase Price Escrow Amount and the Indemnity Escrow Amount, if any when payable, the maximum respective amounts of such Securityholders’ Representative Reserve, Purchase Price Escrow Amount and Indemnity Escrow Amount, as applicable, (rounded contributed to the nearest two decimal places) payable to such Participating Reserve on behalf of each Company Securityholder.

Closing Payment Schedule. (a) The Company shall prepare and deliver to Parent in accordance with Section 1.14(aAcquiror, by no later than three (3) (Post-Closing Adjustment) an estimated allocation schedule Business Days prior to Closing, a spreadsheet (the “Closing Payment Schedule”) ), certified as complete and accurate by an Excel spreadsheet file in electronic format and which shall be based upon the books and records executive officer of the Company and in the form attached hereto as Exhibit D, which Closing Payment Schedule shall be prepared in accordance with the Company Charter (including the priorities accurately set forth in Article Vall of the following information, Section 3 therein), as of the Written Consent, the Company Bylaws Closing Date 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: (a) the names of all the Company Securityholders and their respective addresses; (b) the number, class and designating whether series of Company Capital Stock held by, or subject to the Company Options and Company Warrants held by, such Persons, (c) the exercise price per share in effect for each Company Option (and amount of cash required to be deducted and withheld from such Persons for Taxes); (d) the exercise price per share in effect for each Company Warrant (and amount required to be deducted and withheld from such Persons for Taxes); (e) the aggregate Liquidation Rights payment which each such holder of Company Preferred Stock is a Participating Securityholdereligible to receive, (iif) each Company Securityholder’s respective portion of the Closing Merger Consideration (determined in accordance with Section 1.9(a), Section 1.12(a) and Section 1.12(b) and taking into account the Liquidation Rights), (g) each Company Securityholder’s respective portion of the Non-Contingent Holdback Consideration (determined in accordance with Section 1.9(a), Section 1.12(a) and Section 1.12(b) and taking into account the Liquidation Rights) with respect to each holder all potential payments of Company Capital Stock, the number of shares of Company Common Stock and/or Company Preferred Stock held by such holderNon-Contingent Holdback Consideration hereunder, (iiih) each Company Securityholder’s respective portion of the of the Post-Closing Merger Consideration, if any (determined in accordance with Section 1.9(a), Section 1.12(a) and Section 1.12(b) and taking into account the Liquidation Rights) 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 all potential payments of the Post-Closing Cash Consideration Amount and the Per Share Upfront Merger Consideration hereunder and (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, (Bi) 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 through the Company’s then existing payroll system, and (C) an indication whether such Bonus Recipient is an Employee Bonus Recipient or a Non-Employee Bonus Recipient, and (ix) for each Securityholder entitled to receive a portion of the Securityholders’ Representative Reserve, the Purchase Price Escrow Amount and the Indemnity Escrow Amount, if any when payable, the maximum respective amounts of such Securityholders’ Representative Reserve, Purchase Price Escrow Amount and Indemnity Escrow Amount, as applicable, (rounded contributed to the nearest two decimal places) payable to such Participating Reserve on behalf of each Company Securityholder. * Confidential treatment requested.