Common use of Closing Spreadsheet Clause in Contracts

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 (including the vesting schedule and any acceleration provisions), (v) whether such unexercised Company Options are incentive stock options or non-qualified stock options, and (vi) such other relevant information that Parent or the Exchange Agent may reasonably require.

Closing Spreadsheet. The Company shall deliver to ParentBuyer, not less than five (5) Business Days prior to the Closing Date, a spreadsheet in a form reasonably acceptable to ParentBuyer, 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 addressaddress (to the extent available), 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) whether such Person is a Participating Holder, (vi) the aggregate amount of cash payable to such Person pursuant to Section 2.6(b), (vii) the Non-Participating Holder Per Share Closing Considerationaggregate amount of shares of Buyer Common Stock, the Participating Holder Per Share Closing Consideration, and/or the Participating Holder Per Share Closing Stock Consideration to be paid issued to such Person at the Closing in respect of such sharesshares pursuant to Section 2.6(b), (viviii) such Person’s Pro Rata Share of the Additional Per Share Consideration, if any, and the portion of such Additional Per Share Consideration the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share, Share and (viiiv) such other relevant information that Parent or Person’s Adjustment Pro Rata Share and the Exchange Agent may reasonably requireportion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share. (b) With respect to each holder of unexercised Company Warrantsan In-the-Money Warrant, (i) such Person’s name, domicile addressaddress (to the extent available), and email address, (ii) the type number, class and number of shares series of Company Capital Stock issuable upon the exercise of each such unexercised Company In-the-Money Warrant held by such Person, (iii) the respective exercise price per share of Company Capital Stock purchasable under such unexercised Company WarrantsIn-the-Money Warrant, (iv) the respective date(s) of issuance acquisition of such Company Warrants and the term of such Company WarrantsIn-the-Money Warrant, (v) the aggregate amount of the Non-Participating Per Warrant Closing Consideration and/or Participating Warrant Closing Consideration payable to be paid to the holder at Closingsuch Person, and (vi) such other relevant information that Parent or Person’s Pro Rata Share and the Exchange Agent may reasonably requireportion of the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share and (vii) such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share. (c) With respect to each holder of an unexercised Company Option (i) such Person’s name, domicile addressaddress (to the extent available), 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 (including the vesting schedule and any acceleration provisions)Options, (v) whether such unexercised Company Options are incentive stock options or non-qualified stock options, and (vi) in the case of Vested Company Options, the portion of the Per Vested Company Option Consideration to be paid to the holder at Closing, (vii) in the case of Vested Company Options, such other relevant Person’s Pro Rata Share and the portion of the Indemnity Escrow Fund, Specified Matters Escrow Fund and the Expense Fund represented by such Pro Rata Share, (viii) in the case of Vested Company Options, such Person’s Adjustment Pro Rata Share and the portion of the Adjustment Escrow Fund represented by such Adjustment Pro Rata Share, (ix) whether income or employment Tax withholding is required and (x) in the case of Unvested Company Options, the number of shares of Buyer Common Stock such Assumed Option shall exercisable into and the exercise price of such Assumed Option. (d) With respect to each Key Employee, in addition to any information that Parent or required by the Exchange Agent may reasonably requireforegoing Sections 2.15(a) through (d), applicable to such Key Employee, (i) such Key Employee’s Key Retention Holdback Amount and (ii) the amounts due to such Key Employee on each of such Key Employee’s Retention Vesting Date.