Common use of Consideration Statement Clause in Contracts

Consideration Statement. (a) At least three (3) Business Days before the Closing, the Company shall prepare and deliver to Parent a statement (the “Consideration Statement”), certified by the President of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Date, the following: Table Of Contents 9 (i) confirmation that no agreements or rights of any kind to obtain shares of Company Common Stock through exercise or conversion thereof, either to a third party, a service provider a Company equity incentive plan or any other arrangement, have been issued and that no such agreements or rights to acquire Company Common Stock are outstanding; (ii) the names and addresses of all Stockholders and the number of Company Common Stock held by such Persons; (iii) detailed calculations confirming the Merger Share Consideration and Exchange Ratio, and setting for the number of shares of Parent Company Stock to be issued to each of the shareholders of the Company; (b) The parties agree that Parent and Merger Sub shall be entitled to rely on the Consideration Statement in making an exchange of Merger Consideration under Article II and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Statement.

Consideration Statement. (a) At least three (3) Business Days before Prior to the Closing, the Company shall prepare and deliver to Parent and the Merger Sub a statement (the “Consideration Statement”), certified by the President of the Company, which shall set forth, as of the Closing Date and and/or immediately prior to the Effective Date, the following: Table Of Contents 9: (i) confirmation that no agreements or rights of any kind to obtain shares of Company Common Stock through exercise or conversion thereofthereof including, but not limited to, warrants, options or preferred stock, either to a third party, a service provider provider, pursuant to a Company equity incentive plan or any other arrangement, have been issued after the date of this Agreement and that no such agreements or rights to acquire Company Common Stock are outstanding; (ii) the names and addresses of all Stockholders the Stockholder and the number capital stock of the Company Common Stock held by such Personsthe Stockholder; (iii) detailed calculations confirming the Merger Share Consideration and Exchange RatioAdditional Consideration, and setting for forth the number of shares of Parent Company Common Stock to be issued to each of the shareholders of the CompanyStockholder; (b) The parties agree that Parent and Merger Sub shall be entitled to rely on the Consideration Statement in making an exchange any payments of Merger Consideration consideration under Article II II, and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Statement.