Final Escrow Release Spreadsheet Clause Samples

Final Escrow Release Spreadsheet. The Securityholder Representative shall deliver to Parent a spreadsheet (the “Final Escrow Release Spreadsheet”), with a copy to the Escrow Agent, which shall include, among other things, as of such date (after giving effect to the recalculation of the Adjusted Merger Consideration as a result of the Final Escrow Distribution), (i) (A) the names of all Company Stockholders, (B) the number and type of shares of Company Capital Stock held by such Company Stockholder, (C) the liquidation preference applicable to each share of Company Preferred Stock and Class A Common Stock, (D) the aggregate per share amount of the Final Escrow Distribution, if any, to be distributed to each Company Stockholder as of the Final Escrow Distribution Date, (E) (x) each Company Stockholder’s portion, determined in accordance with the Company’s certificate of incorporation (as amended by the Charter Amendment) of the Adjusted Merger Consideration (after giving effect to the distributions contemplated on the Final Escrow Release Spreadsheet) and, (y) for purposes of indemnification claims to the extent the amount of any such claim exceeds the amounts in the Escrow Fund available at such time to satisfy such claim, each Company Stockholder’s resulting percentage of the aggregate merger consideration paid to date, and (F) such other information relevant thereto which Parent may reasonably request, and (ii) (A) the names of all former holders of Company Warrants, (B) the number and type of shares of Company Capital Stock underlying each Company Warrant held by such holder, (C) the aggregate per share amount of the Final Escrow Distribution, if any, to be distributed as of the Final Escrow Distribution Date to each holder of a Company Warrant as of the Closing Date with respect to all Company Warrants held by such holder, (D) (x) each former holder of Company Warrants’s portion, determined in accordance with the Company’s certificate of incorporation (as amended by the Charter Amendment) of the Adjusted Merger Consideration (after giving effect to the distributions contemplated on the Final Escrow Release Spreadsheet) and, (y) for purposes of indemnification claims to the extent the amount of any such claim exceeds the amounts in the Escrow Fund available at such time to satisfy such claim, each former holder of Company Warrants’s resulting percentage of the aggregate merger consideration paid to date, and (E) such other information relevant thereto which Parent may reasonably request....