Common use of Consideration Spreadsheet Clause in Contracts

Consideration Spreadsheet. (a) At least three Business Days before the Closing and concurrently with the delivery of the Estimated Closing Statement, the Company shall prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), certified by the Chief Executive Officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Time, the following: (i) the names and addresses of all Company Equityholders and the Company Securities, including the class, series, and amount held by such Persons; (ii) detailed calculations of the Closing Per Share Merger Consideration; (iii) each Company Equityholder’s Closing Per Share Merger Consideration; (iv) each Paid-Out Optionholder’s In-Money Option Closing Merger Consideration; (v) each Company Equityholder’s Allocation Percentage and the interest in dollar terms of the amount (if known) to be contributed or allocated to: (A) the Cash Indemnification Escrow Fund; (B) the Parent Stock Holdback Fund; (C) the Purchase Price Adjustment Escrow Fund; (D) the Stockholder Representative Expense Fund; and (E) the Contingent Amounts. (b) The parties agree that Parent and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least three one Business Days Day before the Closing and concurrently with the delivery of the Estimated Closing Adjustment Statement, the Company shall prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), certified by the Chief Executive Officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective TimeDate, the following: (i) the names and addresses of all Company Equityholders Stockholders and the Company Securities, including the class, series, and amount number of Shares held by such Persons; (ii) detailed calculations the names and addresses of all Optionholders, together with the Closing Per Share Merger Considerationnumber of Shares subject to Options held by such Optionholders, the grant date, exercise price and vesting schedule for such Options; (iii) each Company Equityholder’s calculations of the Closing Merger Consideration and Per Share Merger Consideration; (iv) each Paid-Out Stockholder’s and Optionholder’s In-Money Per Share Consideration and Per Option Closing Merger Share Consideration, as applicable; (v) each Company EquityholderStockholder’s Allocation Percentage and the interest in dollar terms of the amount Optionholder’s Pro Rata Share (if known) to be contributed or allocated to: (A) the Cash Indemnification Escrow Fund; (B) the Parent Stock Holdback Fund; (C) the Purchase Price Adjustment Escrow Fund; (D) the Stockholder Representative Expense Fundas a percentage interest); and (Evi) each Indemnifying Securityholder’s Escrow Pro Rata Share (as a percentage interest) of the Contingent Amountsamount to be contributed to the Escrow Fund, Expense Fund and Specified Sales Tax Holdback. (b) The parties agree that Parent Buyer and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II hereunder and Parent Buyer and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least three Business Days before Prior to the Closing Date and concurrently with the delivery of the Estimated Closing Net Working Capital Statement, the Company shall prepare and deliver to Parent Purchaser and attach as Schedule A hereto a spreadsheet (the “Consideration Spreadsheet”), certified by the Chief Executive Officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Merger I Effective Time, the following: (i) the names and addresses of all Company Equityholders Stockholders and the number of shares of Company Securities, including the class, series, and amount Stock held by each such PersonsPerson; (ii) detailed calculations the names and addresses of all Optionholders, together with the Closing Per Share Merger Considerationnumber of options to purchase shares of Company Common Stock subject to Vested Options held by such Optionholders and the number of shares of Purchaser Common Stock to be issued to such Optionholders pursuant to Section 1.7; (iii) each Company Equityholder’s Closing Per Share Merger Considerationa calculation of the Note Payments; (iv) each Paid-Out Optionholder’s In-Money Option calculations of the Per Share Series A-2 Merger Consideration and Per Share Closing Merger Consideration;; and (v) each Company EquityholderSecurityholder’s Allocation Percentage Pro Rata Escrow Share and the interest in dollar terms Pro Rata Earn-out Share as of the amount Closing (if known) to be contributed or allocated to: (A) the Cash Indemnification Escrow Fund; (B) the Parent Stock Holdback Fund; (C) the Purchase Price Adjustment Escrow Fund; (D) the Stockholder Representative Expense Fund; and (E) the Contingent Amountsas a percentage interest). (b) The parties agree that Parent and Purchaser, Merger Sub I, Merger Sub II, and Stockholders’ Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II this Agreement and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) At least three (3) Business Days before the Closing and concurrently with the delivery of the Estimated Closing Working Capital Statement, the Company Stockholder Representative shall prepare and deliver to Parent Buyer a spreadsheet (the “Consideration Spreadsheet”), certified by the Chief Executive Financial Officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective TimeClosing, the following:following (including the priority of payment): (i) the names and addresses of all Company Equityholders Sellers and the Company Securities, including the class, series, and amount number of Shares held by such Persons; (ii) detailed calculations the names and addresses of all Optionholders, together with the Closing Per Share Merger Considerationnumber of Shares subject to Options held by such Optionholders, the grant date and the exercise price for such Options; (iii) each Company Equityholder’s detailed calculations of the Fully Diluted Shares Number and Closing Per Share Merger Consideration;; and (iv) each Paid-Out Preferred Stockholder’s, each Common Stockholder’s and each Optionholder’s In-Money Option Closing Merger Consideration; Pro Rata Share (v) each Company Equityholder’s Allocation Percentage as a percentage interest and the interest in dollar terms terms) of the amount (if known) to be contributed or allocated to: (A) the Cash Indemnification Escrow Fund; (B) the Parent Stock Holdback Fund; (C) the Purchase Price Adjustment Escrow Fund; (D) the Stockholder Representative Expense Fund; and (E) the Contingent AmountsPrice, and timing of such payments. (b) The parties agree that Parent and Merger Sub Buyer shall be entitled to rely on the Consideration Spreadsheet in making payments under Article this ARTICLE II and Parent and Merger Sub Buyer shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.