Common use of Parent Closing Statement Clause in Contracts

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. No later than ninety (90) calendar days following the Closing Date (or such reasonable extension thereof as approved by the Securityholders’ Agent, such approval not to be unreasonably withheld, conditioned or delayed) (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; and (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 Cash Consideration, the Series A Cash Per Share, the Series A Stock Per Share, the Series B Cash Per Share, the Series B Stock Per Share, the Series B-1 Cash Per Share, the Series B-1 Stock Per Share, the Series C Cash Per Share, the Series C Stock Per Share, the Series C-1 Cash Per Share, the Series C-1 Stock Per Share, the Common-Equivalents Cash Per Share Closing Notes Amount, and the Common-Equivalents Stock 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(b1.12(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.