Common use of Closing Spreadsheet Clause in Contracts

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 prepare and deliver to Purchaser and the Paying AgentPurchaser, at or prior to the Closing, a spreadsheet spreadsheet, certified as complete and correct by the Authorized Person as of the Closing Date (the “Closing Spreadsheet”) in the a form provided by reasonably satisfactory to 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 Company Shareholders and Company Optionholders and their respective street and email addressesaddresses (if available), telephone numbernumber (if available), Israeli identification number (if available), taxpayer identification numbers (if any), bank information (if available) (including the respective bank name and number, branch name and address, swift number and account number)) and for each current or previous Company Optionholder receiving payment hereunder, such additional details reasonably required by Purchaser or the Paying Agent so as to properly compute any applicable withholding Taxes for payroll deductions, if and to the extent applicable; (b) the number and class of Company Shares (including exercised Company Options) held by, or subject to Company Warrants or the Company Stock Options held by, such Persons and, in the case of outstanding Sharesshares, the respective certificate numbers; (c) the number of Company Shares subject to and the exercise price per share and in effect for each Company Option held by each Company Optionholder, the expiration date of each Company Stock Option, whether such Company Stock Option is an incentive stock option (as defined in the Codedate of commencement of the two year holding period with the 102 Trustee, if granted under Section 102(b) or a non-qualified stock option and whether the Optionholder is an employee of the CompanyCompany and specifying the Section and subsection of the Israeli Income Tax Ordinance pursuant to which such Company Option was granted; (d) a calculation of the exercise price per share and expiration date for portion of the Aggregate Consideration (including the number of Purchaser Ordinary Shares each Company Warrant; (e) whether or not Shareholder and Company Optionholder will be entitled to receive out of the Aggregate Share Consideration, and the portion of the Aggregate Cash Consideration each Optionholder is a U.S. person under Company Securityholder will be entitled to receive in each of the Code; (f) the Series A AmountClosing Payment, the Series B AmountDeferred Payment, the Common AmountContingent Payment and the Contingent Ruling Payment (assuming full payment of each)) payable to such Company Shareholder or Company Optionholder, the Option Amount for each In-the-Money Optionas applicable, the Warrant Amount for each In-the-Money Warrant, each prior to any adjustments that may be made pursuant to this Agreement; (ge) a calculation of the Consideration Fraction of each ShareholderAggregate Cash Consideration, Optionholder Aggregate Share Consideration, Aggregate Consideration, Fully-Diluted Company Ordinary Shares, Option Amount, and Warrantholder, (h) the Net Value for each Warrantholder and each OptionholderPro Rata Share; (i) the Holder Share Amount of each Shareholder, each Warrantholder and each Optionholder; and (jf) the amount of the Closing Payment distributable Aggregate Cash Consideration and the Aggregate Share Consideration to each Shareholder, each Warrantholder be paid by Purchaser to the Paying Agent and each Optionholder pursuant to Section 1.9(athe 102 Trustee; and (g) hereof. The Company shall prepare and deliver to Purchaser, a draft calculation of the Closing Spreadsheet not later than two portion of the Special Cash Dividend each Company Securityholder will be entitled to receive upon payment of the Special Cash Dividend (2) Business Days prior to the Closing Dateassuming full payment of such).

Closing Spreadsheet. The Company shall prepare has prepared and deliver delivered to Purchaser and the Paying Agent, at or prior to the Closing, a spreadsheet (the “Closing Spreadsheet”) in the a 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 date hereof, setting forth all of the following information (in addition to the other required data and information specified thereinreasonably requested by the Paying Agent), as of the Closing Date and immediately prior to the Closing: (a) the names and, to the extent known, email addresses of all the ShareholdersStockholders, 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)Optionholders; (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 option, and with respect to Options granted to Israeli taxpayers whether such Option was granted under Section 3(i) or Section 102, and whether the Optionholder is an employee of the CompanyCompany or any Subsidiary and indicating which one; (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 Preferred Amount, the Common Amount, the Option Amount Net Value for each In-the-Money Option, Option and the Warrant Amount Net Value for each In-the-Money Warrant, each determined as of the Closing Date prior to any adjustments that may be made pursuant to this Agreement; (f) the Share Consideration Fraction of each Shareholder; (g) the Securities Consideration Fraction of each Shareholder, Optionholder and Warrantholder, ; (h) the Net Value for Preferred Closing Payment Amount and Common Closing Payment Amount distributable to each Warrantholder and each OptionholderShareholder; (i) the Holder Share Option Closing Payment Amount of each Shareholder, each Warrantholder and distributable to each Optionholder; and (j) the amount of the Warrant Closing Payment Amount distributable to each Shareholder, Warrantholder; (k) each Warrantholder and each Optionholder pursuant to Section 1.9(a) hereof. The Company shall prepare and deliver to Purchaser, a draft Participating Stockholder’s pro rata share of the Closing Spreadsheet not later than two Holdback Amount, expressed as a dollar amount; (2l) Business Days each Participating Stockholder’s pro rata share of the Representative Fund, expressed as a dollar amount; and (m) the Total Share Amount, the Total Convertible Securities Amount and the Merger Consideration (in each case, prior to the Closing Dateany adjustments in accordance with this Agreement).

Closing Spreadsheet. (a) The Company shall prepare and deliver to Purchaser and Parent at the Paying Agent, at or prior to Closing a stockholder payment spreadsheet in substantially the Closing, a spreadsheet form attached hereto as Exhibit F (the “Closing Stock Payment Spreadsheet”), which shall be certified in writing as complete and accurate by the Chief Executive Officer and the Chief Financial Officer of the Company, setting forth the following information: (i) in the form provided by Purchaser prior Series A Per Share Preference, the Series B Per Share Preference, the Aggregate Series A Liquidation Preference, the Aggregate Series B Liquidation Preference, the Aggregate Participation Amount, the Exchange Ratio, the Trading Price, the Fully Diluted Common Shares, the Aggregate Vested Exercise Price, the Company Debt, the Transaction Expenses, the Per Share Participation Amount and the Per Share Stock Holdback Consideration; and (ii) with respect to the ClosingStock Holdback Stockholder, reasonably acceptable the number of shares of Parent Common Stock issuable to Purchaser, which Closing Spreadsheet shall be dated as the Stock Holdback Stockholder in respect of the Closing Date and shall set forth all of the following information (in addition to Stock Holdback Common Shares held by the other required data and information specified therein), as of the Closing Date and Stock Holdback Stockholder immediately prior to the Closing: Effective Time, (abroken down on a certificate-by-certificate basis and including certificate numbers), the date of acquisition of such shares and, for shares acquired on or after January 1, 2011, the tax basis of such shares; (iii) with respect to each Effective Time Stockholder (reflecting all Company Capital Stock issued upon exercise of Company Options or Company Warrants contingent on the Merger, if any): (A) the names number of shares of Company Capital Stock of each class and series to be held by such Effective Time Stockholder as of immediately prior to the Effective Time (broken down on a certificate-by-certificate basis and including certificate numbers), the date of acquisition of such shares and, for shares acquired on or after January 1, 2011, the tax basis of such shares; (B) the aggregate portion of the Merger Consideration payable to such Effective Time Stockholder in respect of all of the Shareholdersshares of Company Capital Stock held by such Effective Time Stockholder as of immediately prior to the Effective Time (on a certificate-by-certificate basis); (C) the per share Indemnity Escrow Contribution Amount, Warrantholders the per share Expense Escrow Contribution Amount and Optionholders the aggregate Indemnity Escrow Contribution Amount and their respective street and email addressesExpense Escrow Contribution Amount to be contributed to the Escrow Funds, telephone numberwith respect to the shares of Company Capital Stock held by such Effective Time Stockholder as of immediately prior to the Effective Time; (D) the total amount of Taxes required under applicable Laws to be withheld from the portion of the Merger Consideration that such Effective Time Stockholder is entitled to receive pursuant to Section 1.7(b), taxpayer identification numbers (if any; (E) the Closing Payment that such Effective Time Stockholder is entitled to receive (on a certificate-by-certificate basis); (F) the Pro Rata Portion of such Effective Time Stockholder; (G) the address of such Effective Time Stockholder where all amounts payable to such Effective Time Stockholder pursuant to this Agreement shall be mailed and, bank if known by the Company, wire transfer information (including the respective bank name and number, branch name and address, swift number and account number); for each such Effective Time Stockholder. (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 PurchaserParent at the Closing an option payment spreadsheet in substantially the form included in Exhibit F attached hereto (the “Option Payment Spreadsheet”), a draft which shall be 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 as of immediately prior to the Effective Time (reflecting all exercises of Company Options contingent on the Merger, if any): (i) the name of such holder of Company Options as of immediately prior to the Effective Time; (ii) the number, class and series of shares of Company Capital Stock subject to the Company Options held by such holder of Company Options (on an option-by-option basis) as of immediately prior to the Effective Time; (iii) the exercise price applicable to each Company Option held by such holder of Company Options as of immediately prior to the Effective Time (on an option-by-option basis); (iv) with respect to each Vested Company Option held by such holder as of immediately prior to the Effective Time: (A) the Option Merger Consideration payable to such holder in respect of such Vested Company Option pursuant to Section 1.7(c)(ii); (B) the aggregate Option Merger Consideration payable to the holder of such Vested Company Option in respect of such Vested Company Option; (C) the total amount of Taxes required under applicable Laws to be withheld from the aggregate Option Merger Consideration that such holder of Vested Company Options is entitled to receive pursuant to Section 1.7(c)(ii), if any; (D) whether such Vested Company Option is a Non-Employee Option; and (E) with respect to Non-Employee Options, the address of such holder where all amounts payable to such holder pursuant to this Agreement shall be mailed and, if known by the Company, wire transfer information for such holder; and (v) with respect to each Unvested Company Option held by such holder as of immediately prior to the Effective Time that is being assumed by Parent pursuant to Section 1.7(c)(i): (A) the number of shares of Parent Common Stock that will be subject to such Unvested Company Option following the Closing Date pursuant to Section 1.7(c)(i); (B) the exercise price per share payable following the Effective Time for the exercise of such Unvested Company Option pursuant to Section 1.7(c)(i); (C) the vesting schedule of such Unvested Company Option; and (D) the expiration date of such Unvested Company Option. (c) The Company shall prepare and deliver to Parent at the Closing a warrant payment spreadsheet in substantially the form included in Exhibit F attached hereto (the “Warrant Payment Spreadsheet”), which shall be 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 Warrants as of immediately prior to the Effective Time (reflecting all acceleration and settlements of Company Warrants contingent on the Merger, if any): (i) the name of such holder of Company Warrants as of immediately prior to the Effective Time; (ii) the number, class and series of shares of Company Capital Stock subject to the Company Warrants held by such holder of Company Warrants (on a warrant-by-warrant basis) as of immediately prior to the Effective Time; and (iii) the exercise price applicable to each Company Warrant held by such holder of Company Warrants as of immediately prior to the Effective Time (on a warrant-by-warrant basis); (iv) with respect to each Company Warrant held by such holder as of immediately prior to the Effective Time: (A) the Warrant Merger Consideration payable to such holder in respect of such Company Warrant pursuant to Section 1.7(d); (B) the aggregate Warrant Merger Consideration payable to the holder of such Company Warrant; and (C) the total amount of Taxes required under applicable Laws to be withheld from the aggregate Warrant Merger Consideration that such holder of Company Warrants is entitled to receive pursuant to Section 1.7(c)(ii), if any; and (d) The Company shall prepare and deliver to Parent at the Closing a restricted stock unit spreadsheet in substantially the form included in Exhibit F attached hereto (the “RSU Spreadsheet”), which shall be 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 RSUs as of immediately prior to the Effective Time (reflecting all acceleration and settlements of Company RSUs contingent on the Merger, if any): (i) the name of such holder of Company RSUs as of immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock subject to each Company RSU held by such holder of Company RSUs as of immediately prior to the Effective Time; (iii) the number of shares of Parent Common Stock that will be subject to each Company RSU held by such holder of Company RSUs following the Closing Date pursuant to Section 1.7(c)(iv). (e) The Company shall prepare and deliver to Parent a flow of funds spreadsheet (the “Flow of Funds Spreadsheet” which together with the Stock Payment Spreadsheet, the Option Payment Spreadsheet, the Warrant Payment Spreadsheet not later than two and the RSU Spreadsheet, shall constitute the “Consideration Spreadsheet”) which reflects (2consistent with the information set forth in the Closing Financial Statements, the other portions of the Consideration Spreadsheet, the Payoff Letters and any other Contracts applicable to the following payments): (i) Business Days the amounts payable to third parties (including each such third party’s wire instructions) for the full payment of the Transaction Expenses and the Company Debt that remain outstanding at the Effective Time, (ii) assuming that the Option Merger Consideration will be paid through the Company’s payroll system, the amount to be paid to the Company’s payroll service (including the payroll services’ wire instructions) in connection with the payment of the Option Merger Consideration, (iii) the amounts to be deposited with the Payment Agent (including the Payment Agent’s wire instructions which Parent will provide to the Company) to fund the Payment Fund, (iv) the amount to be deposited with the Escrow Agent (including the Escrow Agent’s wire instructions) to fund the Expense Funds and (v) such other information as Parent reasonably requests. (f) The Company acknowledges and agrees that Parent and its agents shall be entitled to rely on the Consideration Spreadsheet for purposes of making any payments hereunder. (g) The Company shall prepare in good faith and deliver an estimated Consideration Spreadsheet to Parent at least three (3) business days prior to the Closing Date.