Parent Closing Statement Clause Samples

Parent Closing Statement. No later than ninety (90) calendar days following the Closing Date (or such reasonable extension thereof as approved by the Securityholders’ Agent) (such period, the “Post-Closing Review Period”), Parent will conduct a review of the Merger Consideration Certificate (the “Post-Closing Review”) and, based on the Post-Closing Review, shall furnish the Securityholders’ Agent a certificate of Parent setting forth Parent’s good faith calculation of: (i) the Company Transaction Expenses; (ii) the Closing Indebtedness Amount; (iii) the Aggregate Exercise Price; (iv) the Closing Cash Amount, (v) the Closing Net Working Capital Shortfall Amount; (vi) the Closing Net Working Capital Excess Amount; (vii) the Vested Option Spread; (viii) the Unvested Option Spread; (ix) the Unvested Option Adjustment Amount; and (x) the resulting calculation of the Adjustment Amount, the Adjusted Closing Consideration, the Per Share Closing Notes Amount, the Per Share Closing Stock Amount, the Per Share Closing Stock Amount (Options) and the Per Share Holdback Amount (the “Parent Closing Statement”); provided; however, if Parent fails to deliver the Parent Closing Statement pursuant to this Section 1.13(b) prior to the expiration of the Post-Closing Review Period, then the calculations set forth on the Estimated Closing Statement shall be deemed final and conclusive and binding upon all of the parties hereto. The Parent Closing Statement shall be prepared by Parent in good faith and in accordance with the definitions set forth in this Agreement.

Parent Closing Statement. At least two (2) Business Days prior to the Parent Stockholders’ Meeting and in any event not earlier than the time that Public Stockholders may no longer elect redemption in accordance with the Parent Stockholder Redemption, Parent shall prepare and deliver to the Members’ Representative a statement (the “Parent Closing Statement”) setting forth in good faith: (a) the aggregate amount of cash in the Trust Account (prior to giving effect to the Parent Stockholder Redemption); (b) the aggregate amount of all payments required to be made in connection with the Parent Stockholder Redemption; (c) the Available Closing Parent Cash resulting therefrom; and (d) the number of shares of Parent Common Stock to be outstanding as of the Closing after giving effect to the Parent Stockholder Redemption, including reasonable supporting detail therefor. The Parent Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the Parent Closing Statement until the Closing, Parent shall (x) cooperate with and provide the Members’ Representative and his Representatives all information reasonably requested by the Members’ Representative or any of his Representatives and within Parent’s or its Representatives’ possession or control in connection with the Members’ Representative’s review of the Parent Closing Statement and (y) consider in good faith any comments to the Parent Closing Statement provided by the Members’ Representative, which comments the Members’ Representative shall deliver to Parent no less than one (1) Business Day prior to the Closing Date, and Parent shall revise such Parent Closing Statement to incorporate any changes Parent determines are necessary or appropriate given such comments.

Parent Closing Statement. On the date that is five (5) Business Days prior to the Closing Date, Parent shall prepare and deliver to the Company a written statement (the “Parent Closing Statement”) setting forth its good faith estimate and calculation (to the extent then known) of: (a) the aggregate amount of cash in the Trust Account (prior to giving effect to the Parent Shareholder Redemption), the aggregate amount of cash in Parent’s working capital account, and the portion of the Investor Commitment received and to be received by Parent prior to the Closing; (b) the aggregate amount of all payments required to be made in connection with the Parent Shareholder Redemption; (c) all, as of the Closing, (i) unpaid fees and disbursements (whether accrued or anticipated) of Parent and Merger Sub for outside counsel and fees and expenses (whether accrued or anticipated) of Parent and Merger Sub for any other agents, advisors, consultants, experts and financial advisors employed by or on behalf of Parent or the Sponsor in connection with Parent’s initial public offering (including any deferred underwriter fees) or the transactions contemplated this Agreement, including preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated by this Agreement (together with written invoices and wire transfer instructions for the payment thereof) (“Outstanding Parent Expenses”) and (ii) the Parent Closing Indebtedness; and (d) the amount of Parent Closing Cash. The Parent Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the Parent Closing Statement and through the Closing Date, Parent shall promptly provide to the Company any changes to the Parent Closing Statement (including any component thereof).

Parent Closing Statement. (i) Within sixty (60) days after the Closing Date, Parent shall prepare and deliver to the Stockholder Representative a statement (the “ Post-Closing Statement”), which shall contain (1) a balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein) (the “Post-Closing Balance Sheet”), (2) a detailed calculation of its good faith estimate of (A) the Closing Working Capital (the “Post-Closing Working Capital”), (B) the Closing Cash (the “Post-Closing Cash”), (C) the Closing Indebtedness (the “Post-Closing Indebtedness”) and (D) the Closing Transaction Expenses (the “Post-Closing Transaction Expenses”) and (3) a detailed calculation of the Post-Closing Adjustment (as defined below) and a certificate of the Chief Financial Officer of Parent that the Post-Closing Statement the Post-Closing Balance Sheet, the Post-Closing Working Capital, the Post-Closing Cash, the Post-Closing Indebtedness and the Post-Closing Transaction Expenses were prepared determined in accordance with the sample calculations set forth on Schedule 1.1(x) of the Disclosure Schedules and GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements and the Balance Sheet, as if such accounts were being prepared and audited as of a fiscal year end. In the event of any conflict among Schedule 1.1(x) of the Disclosure Schedules, the Balance Sheet and/or GAAP, the following shall control: (1) first, GAAP, (2) second, to the extent not inconsistent with GAAP, Schedule 1.1(x) of the Disclosure Schedules (3) third, to the extent not inconsistent with GAAP or Schedule 1.1(x) of the Disclosure Schedules, the Balance Sheet. In calculating any items on the Post-Closing Statement (other than the Post-Closing Transaction Expenses), such calculations shall not take into account (x) transactions contemplated by this Agreement or the financing thereof or (y) any purchase price accounting or other similar adjustment resulting from the consummation of the transactions contemplated by this Agreement.