Closing Spreadsheet Clause Samples

Closing Spreadsheet. The Company shall prepare and deliver to Parent a spreadsheet (the “Closing Spreadsheet”) at least five (5) Business Days prior to the Closing and reasonably satisfactory to Parent, which Closing Spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (a) the names of all the Company Security Holders and their respective addresses and, where available, email addresses; (b) the number and class of shares of Company Capital Stock held by each of the Company Stockholders, including the respective certificate numbers and stockholder name exactly as shown on such certificate, the date of acquisition of all shares of Company Capital Stock held by such Stockholder and, with respect to any shares of Company Capital Stock issued on or after January 1, 2011 that are “covered securities” within the meaning of Treasury Regulations §1.6045-1(a)(15), the cost basis of such shares; (c) the number of shares of Company Capital Stock subject to, and the exercise price per share in effect for, each Company Option and Company Warrant; (d) the vesting status and schedule with respect to Company Options; (e) for each Company Option that was exercised, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price; (f) whether any Taxes are required to be withheld from any portion of the Total Merger Consideration payable to each Company Security Holder on account of the performance of services; (g) the calculation of Total Merger Consideration, the Aggregate Exercise Price Amount, Per Share Common Consideration, Per Share Series A Consideration, Per Shares Series B Consideration, Per Share Series C Consideration, Per Share Series D Consideration, Per Share Series D-1 Consideration, Per Share Series D-2 Consideration, Per Share Series D-3 Consideration, Per Share Series D-4 Consideration, Per Share Series E Consideration, Closing Working Capital, the Total Outstanding Shares, and the Total Outstanding Securities; (h) the Persons to whom Closing Indebtedness is owed and their respective payoff amounts and wire transfer instructions; (i) the Persons to whom Closing Third Party Expenses are owed and their respective payoff amounts and wire transfer instructions; and (j) the amount of cash payable to each Company Security Holder in accordance with the t...

Closing Spreadsheet. The Company shall prepare and deliver to Purchaser and the Paying Agent, at or prior to the Closing, a spreadsheet (the “Closing Spreadsheet”) in the form provided by Purchaser prior to the Closing, reasonably acceptable to Purchaser, which Closing Spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Closing: (a) the names of all the Shareholders, Warrantholders and Optionholders and their respective street and email addresses, telephone number, taxpayer identification numbers (if any), bank information (including the respective bank name and number, branch name and address, swift number and account number); (b) the number and class of Shares held by, or subject to Company Warrants or the Company Stock Options held by, such Persons and, in the case of outstanding Shares, the respective certificate numbers; (c) the exercise price per share and expiration date of each Company Stock Option, whether such Company Stock Option is an incentive stock option (as defined in the Code) or a non-qualified stock option and whether the Optionholder is an employee of the Company; (d) the exercise price per share and expiration date for each Company Warrant; (e) whether or not each Optionholder is a U.S. person under the Code; (f) the Series A Amount, the Series B Amount, the Common Amount, the Option Amount for each In-the-Money Option, the Warrant Amount for each In-the-Money Warrant, each prior to any adjustments that may be made pursuant to this Agreement; (g) the Consideration Fraction of each Shareholder, Optionholder and Warrantholder, (h) the Net Value for each Warrantholder and each Optionholder; (i) the Holder Share Amount of each Shareholder, each Warrantholder and each Optionholder; and (j) the amount of the Closing Payment distributable to each Shareholder, each Warrantholder and each Optionholder pursuant to Section 1.9(a) hereof. The Company shall prepare and deliver to Purchaser, a draft of the Closing Spreadsheet not later than two (2) Business Days prior to the Closing Date.

Closing Spreadsheet. The Company shall deliver to Parent, not less than five (5) Business Days prior to the Closing Date, a spreadsheet in a form acceptable to Parent, which shall include the information set forth below and shall be certified as complete, true and correct as of the Closing Date by the Chief Executive Officer of the Company (the “Spreadsheet”): (a) With respect to each holder of Company Capital Stock, (i) such Person’s name, domicile address, and email address, (ii) the number, class and series of Company Capital Stock held by such Person, (iii) the respective certificate number(s) representing such shares, (iv) respective date(s) of acquisition of such shares, (v) the aggregate amount of the Non-Participating Holder Per Share Closing Consideration, the Participating Holder Per Share Closing Consideration, and/or the Participating Holder Per Share Closing Stock Consideration to be paid to such Person at the Closing in respect of such shares, (vi) such Person’s Pro Rata Share of the Additional Per Share Consideration, if any, and the portion of such Additional Per Share Consideration represented by such Pro Rata Share, and (vii) such other relevant information that Parent or the Exchange Agent may reasonably require. (b) With respect to each holder of unexercised Company Warrants, (i) such Person’s name, domicile address, and email address, (ii) the type and number of shares of Company Capital Stock issuable upon the exercise of each unexercised Company Warrant held by such Person, (iii) the respective exercise price per share of Company Capital Stock purchasable under such unexercised Company Warrants, (iv) the respective date(s) of issuance of such Company Warrants and the term of such Company Warrants, (v) the aggregate amount of the Non-Participating Warrant Closing Consideration and/or Participating Warrant Closing Consideration to be paid to the holder at Closing, and (vi) such other relevant information that Parent or the Exchange Agent may reasonably require. (c) With respect to each holder of an unexercised Company Option (i) such Person’s name, domicile address, and email address, (ii) the type and number of shares of Company Capital Stock issuable upon the exercise of each unexercised Company Option held by such Person, (iii) the respective exercise price per share of Company Capital Stock purchasable under such unexercised Company Options, (iv) the respective grant date(s) of such unexercised Company Options and the term of such Company Options (incl...

Closing Spreadsheet. (a) At least three (3) business days prior to the scheduled Closing Date, the Company shall prepare a payment spreadsheet (the “Payment Spreadsheet”) in a form reasonably acceptable to Parent, certified as complete and accurate by the Chief Executive Officer and the Chief Financial Officer of the Company, setting forth the following information with respect to each Company Stockholder: (i) the number of shares of Company Capital Stock to be held by such Company Stockholder as of immediately prior to the Effective Time; (ii) the aggregate Estimated Adjusted Merger Consideration payable to such Company Stockholder in accordance with the terms of this Agreement and in the manner provided herein in respect of all of the shares of Company Capital Stock to be held by such Company Stockholder as of immediately prior to the Effective Time; (iii) that portion of the Estimated Adjusted Merger Consideration otherwise payable to such Company Stockholder that Parent is entitled to withhold from such Company Stockholder and deliver to the Escrow Agent to fund the Escrow Fund pursuant to Section 2.8(b); (iv) that portion of the Estimated Adjusted Merger Consideration otherwise payable to such Company Stockholder that Parent is entitled to withhold from such Table of Contents Company Stockholder and deliver to the Representative to fund the Representative Expense Fund pursuant to Section 2.8(c); (v) that portion of the Estimated Adjusted Merger Consideration otherwise payable to such Company Stockholder in respect of shares of Unvested Company Capital Stock that Parent is entitled to withhold pursuant to Section 2.9(d)(ii); and (vi) the address of such Company Stockholder where all amounts payable to such Company Stockholder pursuant to this Agreement shall be mailed and, if known to the Company, wire transfer information for each such Company Stockholder. (b) At least three (3) business days prior to the scheduled Closing Date, the Company shall prepare an options spreadsheet (the “Options Spreadsheet”) in a form reasonably acceptable to Parent, certified as complete and accurate by the Chief Executive Officer and the Chief Financial Officer of the Company, setting forth the following information with respect to each holder of Company Options: (i) the name of each holder of Company Options as of immediately prior to the Effective Time; (ii) the number of Company Options held by each holder of Company Options (on a holder-by-holder basis) as of immediately prior to the Ef...

Closing Spreadsheet. (a) Terra OpCo shall prepare and deliver to GSR III, in accordance with this Section 6.3, a spreadsheet (the “Closing Spreadsheet”) in form and substance reasonably satisfactory to GSR III, which spreadsheet shall be dated as of the Closing Date and shall set forth the following information (in addition to the other required data and information specified in the Closing Spreadsheet), as of immediately prior to the Closing: (i) on a holder by holder basis for each Terra OpCo Quotaholder, (A) the number of shares of Terra OpCo held by each holder immediately prior to the Terra Pre-Closing Restructuring Plan, (B) the number of PubCo Ordinary Shares held by each holder immediately prior to Closing after giving effect to the Terra Pre-Closing Restructuring Plan and (C) such holder’s Pro Rata Portion of the PubCo Preferred Shares; (ii) on a holder by holder basis for each GSR III Shareholder, (A) based on the number of GSR III Ordinary Shares held by each holder as of immediately prior to the Closing (and after giving effect to any redemptions), the number of PubCo Ordinary Shares each GSR III Shareholder shall hold upon the consummation of the Merger; (iii) the calculation of the aggregate GSR III Transaction Expenses (which information shall be supplied to Terra OpCo by GSR III as soon as practicable in advance of such delivery date for a draft Closing Spreadsheet set forth in Section 6.3(b) below), but in any event at least 10 Business Days prior to the Closing Date; (iv) the calculation of the aggregate Terra Transaction Expenses; and (v) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by GSR III. (b) Terra OpCo shall prepare and deliver to GSR III a draft of the Closing Spreadsheet not later than five Business Days prior to the Closing Date and a final version of the Closing Spreadsheet to GSR III not later than two Business Days prior to the Closing Date. In the event that GSR III notifies Terra OpCo that there are errors in the draft of the Closing Spreadsheet, Terra OpCo and GSR III shall discuss the related items in good faith and Terra OpCo shall, upon reasonably determining that there are errors in the draft of the Closing Spreadsheet, correct such errors prior to delivering the final version of the same in accordance with this Section 6.3. Without limiting the foregoing, Terra OpCo shall provide to GSR III, together with the Closing Spreadsheet, such supporting documentation, info...

Closing Spreadsheet. (a) BT Assets shall prepare and deliver to PubCo, in accordance with this Section 6.3, a spreadsheet (the “Closing Spreadsheet”) in form and substance reasonably satisfactory to PubCo, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified in the Closing Spreadsheet), as of immediately prior to the Closing: (i) the calculation of aggregate cash amounts payable to BT Assets and BT OpCo pursuant to Section 2.1(a), and the total amount of Taxes to be withheld therefrom; (ii) the calculation of the amounts payable pursuant to each of the clauses (a) through (e) of Section 2.2; (iii) the calculation of the Aggregate Phantom Equity Consideration and the Phantom Equity Cash Consideration and Phantom Equity Non-Cash Consideration payable to each Phantom Equity Holder pursuant to Section 2.6, and the employer Taxes payable by PubCo, the BT Companies or their Subsidiaries with respect to the Aggregate Phantom Equity Consideration, the Phantom Equity Cash Consideration and Phantom Equity Non-Cash Consideration; (iv) the calculation of the BT Transaction Bonus Payments (including the cash and non-cash portions thereof), and the employer Taxes payable by PubCo, the BT Companies or their Subsidiaries with respect to the BT Transaction Bonus Payments; (v) the calculation of the aggregate PubCo Transaction Expenses (which information shall be supplied to BT Assets by PubCo as soon as practicable in advance of such delivery date for a draft Closing Spreadsheet set forth in Section 6.3(b) below); (vi) the calculation of the aggregate BT Transaction Expenses; and (vii) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by PubCo. (b) BT Assets shall prepare and deliver to PubCo a draft of the Closing Spreadsheet not later than five Business Days prior to the Closing Date and a final version of the Closing Spreadsheet to PubCo not later than two Business Days prior to the Closing Date. In the event that PubCo notifies BT Assets that there are errors in the draft of the Closing Spreadsheet, BT Assets and PubCo shall discuss the related items in good faith and BT Assets shall, upon reasonably determining that there are errors in the draft of the Closing Spreadsheet, correct such errors prior to delivering the final version of the same in accordance with this Section 6.3. Without limiting the fo...

Closing Spreadsheet. The information set forth in the Signing Spreadsheet is an estimate only, and the actual amounts to be paid to the Company Shareholders and Company Optionholders shall be as set forth in the Closing Spreadsheet (as defined in Section 6.9), subject to adjustments in accordance with the terms of this Agreement.

Closing Spreadsheet. The Company shall have delivered to the Buyer a spreadsheet certified as complete and correct by the Chief Executive Officer of the Company that separately lists, as of immediately prior to the Closing Date, all Stockholders and their respective addresses as shown in the records of the Company, the number of shares of Company Shares held by each Stockholder and the portion of the Purchase Price payable to each Stockholder (the “Closing Spreadsheet”).

Closing Spreadsheet. A spreadsheet (the “Closing Spreadsheet”), dated as of the Agreement Date, setting forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (i) the number and class of Company Membership Interests held by the sole Member, including the respective certificate numbers (if any) and Member name exactly as shown on such certificate and the date of acquisition of all Company Membership Interests held by such Member; (ii) the calculation of the Closing Payment; (iii) the Persons to whom Closing Indebtedness is owed and their respective payoff amounts and wire transfer instructions; and (iv) the Persons to whom Closing Third-Party Expenses are owed and their respective payoff amounts and wire transfer instructions.