Common use of Closing Spreadsheet Clause in Contracts

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 Effective Time; and (iii) the exercise price applicable to each Company Option held by holders of Company Options as of immediately prior to the Effective Time. (c) In the event that any information set forth in the Payment Spreadsheet becomes inaccurate at any time prior to the Effective Time, the Company shall deliver a revised Payment Spreadsheet, together with a new certification consistent with Section 6.9(a), whereupon such revised Payment Spreadsheet shall be deemed to be the “Payment Spreadsheet” for all purposes of and under this Agreement. In the event that any information set forth in the Options Spreadsheet becomes inaccurate at any time prior to the Effective Time, the Company shall deliver a revised Options Spreadsheet, together with a new certification consistent with Section 6.9(b), whereupon such revised Options Spreadsheet shall be deemed to be the “Options Spreadsheet” for all purposes of and under this Agreement. (d) The Company acknowledges and agrees that the Escrow Agent and the Parent and its agents shall be entitled to rely on the Payment Spreadsheet and Options Spreadsheet for purposes of making any payments hereunder.

Closing Spreadsheet. (a) At least The Company shall prepare and deliver to Acquirer and the Paying Agent, no later than three (3) business days Business Days prior to the scheduled Closing DateClosing, the Company shall prepare a payment spreadsheet (the “Payment Closing Spreadsheet”) ), in a form reasonably acceptable to Parent, certified as complete and accurate by the Chief Executive Officer Acquirer and the Chief Financial Officer Paying Agent, which spreadsheet shall be dated as of the Company, setting Closing Date and shall set forth all of the following information with respect (in addition to each Company Stockholderthe other required data and information specified therein), as of the Closing Date and immediately prior to the Effective Time: (ia) the names of all the Company Securityholders and their respective addresses and, where available, email addresses; (b) the number and kind of shares of Company Capital Stock held by, or subject to be the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the exercise price per share in effect for each Company Option; (d) the vesting status and schedule with respect to Company Options and Company Capital Stock (if any) and terms of the Company’s rights to repurchase such Company Capital Stock (including the repurchase price payable per share); (e) the calculation of Total Merger Consideration, Total Adjusted Merger Consideration, Founder Holdback Amount, Escrow Fund, Expense Fund, Per Share Amount, Closing Per Share Amount (with respect to each Effective Time Holder), Escrow Per Share Amount, Expense Fund Per Share Amount and Founder Holdback Per Share Amount; (f) with respect to each Effective Time Holder, the aggregate amount of cash payable to such Effective Time Holder pursuant to Sections 1.10(a)(i), 1.10(a)(ii) and 1.10(a)(iii); (g) with respect to each Company Optionholder, the aggregate Vested Company Option Cash Out Amount payable to such holder with respect to all Vested Company Options 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 Optionholder pursuant to Section 2.8(b1.10(a)(iv); (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 (vih) the address Pro Rata Share of such Company Stockholder where all amounts payable to such Company Stockholder pursuant to this Agreement shall be mailed and, if known to each Effective Time Holder in 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 Escrow Fund and the Chief Financial Officer of the Company, setting forth the following information with respect to each holder of Company Options:Expense Fund; (i) the name of each holder of Company Options as of immediately prior wire transfer instructions with respect to payments by the Effective TimeAcquirer pursuant to Sections 1.10(a)(i), 1.10(a)(ii), 1.10(b)(i), and 1.10(c); (iij) the number of Persons to whom Estimated Company Options held by Indebtedness (with respect to indebtedness for borrowed money) and Estimated Company Transaction Expenses is owed and, in each holder of Company Options (on a holder-by-holder basis) as of immediately prior to the Effective Timecase, their respective payoff amounts and wire transfer instructions; and (iiik) the exercise price applicable to a separate column indicating whether each Company Option held Securityholder will be paid by holders of the Paying Agent or through Company Options as of immediately prior to the Effective Timepayroll. (c) In the event that any information set forth in the Payment Spreadsheet becomes inaccurate at any time prior to the Effective Time, the Company shall deliver a revised Payment Spreadsheet, together with a new certification consistent with Section 6.9(a), whereupon such revised Payment Spreadsheet shall be deemed to be the “Payment Spreadsheet” for all purposes of and under this Agreement. In the event that any information set forth in the Options Spreadsheet becomes inaccurate at any time prior to the Effective Time, the Company shall deliver a revised Options Spreadsheet, together with a new certification consistent with Section 6.9(b), whereupon such revised Options Spreadsheet shall be deemed to be the “Options Spreadsheet” for all purposes of and under this Agreement. (d) The Company acknowledges and agrees that the Escrow Agent and the Parent and its agents shall be entitled to rely on the Payment Spreadsheet and Options Spreadsheet for purposes of making any payments hereunder.