Common use of Consideration Spreadsheet Clause in Contracts

Consideration Spreadsheet. The Company shall prepare and deliver to Parent, at or prior to the Closing, a spreadsheet (the "Consideration Spreadsheet"), in substantially the form of Exhibit D, certified on behalf of the Company by the Chief Financial Officer of the Company, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information, as of the Closing Date and immediately prior to the Closing: (a) the names of all the Company Stockholders, Company Optionholders and Company Warrantholders and their respective addresses as reflected in the records of the Company; (b) the number, class and series of shares of Company Capital Stock held by, or subject to the Outstanding Company Options or Company Warrants held by, such Persons and, in the case of outstanding shares, the respective certificate numbers where applicable; (c) the exercise price per share of each Outstanding Company Option and each Company Warrant; (d) the Tax status of each Outstanding Company Option under Section 422 of the Code; (e) the amount of cash issuable to each Company Stockholder in exchange for the Company Capital Stock held by such Persons; (f) the amount of cash issuable to each Company Optionholder in exchange for the Outstanding Company Options held by such Persons; (g) the amount of cash issuable to each Company Warrantholder in exchange for the Company Warrants held by such Persons; (h) for each Company Holder, the amounts subject to Section 2.8(a) and Section 9.7(d), and (i) the amount of Closing Date Debt and Transaction Expenses along with the applicable payees and payment information.

Consideration Spreadsheet. The Company shall prepare and deliver to ParentAcquiror, at or least three (3) Business Days prior to the Closing, a spreadsheet (the "“Consideration Spreadsheet"”), in substantially the form of Exhibit D, certified on behalf of the Company by the Chief Financial Officer a duly authorized officer of the Company, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the ClosingEffective Time: (a) the names and e-mail addresses of all the Company Stockholders, the names of all Company Optionholders Optionholders, and the names of all Company Warrantholders Noteholders and their respective addresses as reflected in the records of the Company; (b) the number, class number and series kind of shares of Company Capital Stock held by, or subject to the Outstanding Company Options or Company Warrants Notes held by, such Persons and, in the case of outstanding shares, the respective certificate numbers where applicable; (c) the exercise price per share of each Outstanding Company Option and each Company WarrantOption; (d) the Tax status of each Outstanding Company Option under Section 422 of the Code; (e) the amount of cash issuable to each Company Stockholder Holder pursuant to this Agreement in exchange for the Company Capital Stock held by such Persons; (f) the amount of cash issuable to each Company Optionholder pursuant to this Agreement in exchange for the Outstanding Company Options held by such Persons; (g) the amount of cash issuable to each Company Warrantholder Noteholder pursuant to this Agreement in exchange for the Company Warrants Notes held by such Persons; (h) for the Pro Rata Share (as a percentage interest) of each Company Holder, the amounts subject to Section 2.8(a) and Section 9.7(d), ; and (i) the amount Pro Rata Holdback Share (as a percentage interest) of Closing Date Debt and Transaction Expenses along with the applicable payees and payment informationeach Company Holder.

Consideration Spreadsheet. The Company shall prepare and deliver to ParentAcquiror, at or least three (3) Business Days prior to the Closing, a spreadsheet (the "“Consideration Spreadsheet"”), in substantially the form of Exhibit D, certified on behalf of the Company by the Chief Financial Officer a duly authorized officer of the Company, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following informationinformation (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the ClosingEffective Time: (a) the names name, address, and e-mail addresses of all the Company Stockholders, Company Optionholders Optionholders, Company Warrantholders, and Company Warrantholders and their respective addresses Noteholders as reflected in the records of the Company; (b) the number, class number and series kind of shares of Company Capital Stock held by, or subject to the Outstanding Company Options Options, Company Warrants, or Company Warrants Notes held by, such Persons and, in the case of outstanding shares, the respective certificate numbers where applicable; (c) the exercise price per share of each Outstanding Company Option and each Company Warrant; (d) the Tax status of each Outstanding Company Option under Section 422 of the Code; (e) the amount of cash issuable to each Company Stockholder Holder pursuant to this Agreement in exchange for the Company Capital Stock held by such Persons; (f) the amount of cash issuable to each Company Optionholder pursuant to this Agreement in exchange for the Outstanding Company Options held by such Persons; (g) the amount of cash issuable to each Company Warrantholder pursuant to this Agreement in exchange for the Company Warrants held by such Persons; (h) for the amount of cash issuable to each Company Holder, the amounts subject Noteholder pursuant to Section 2.8(a) and Section 9.7(d), and this Agreement in exchange for Company Notes held by such Persons; (i) the amount Pro Rata Share (as a percentage interest) of Closing Date Debt each Company Holder; and Transaction Expenses along with (j) the applicable payees and payment informationPro Rata Holdback Share (as a percentage interest) of each Company Holder.