Payment Spreadsheet Sample Clauses

Payment Spreadsheet. At least three Business Days prior to the Closing, the Company shall deliver to Parent a spreadsheet in substantially the form of Schedule 2.11 attached hereto (the “Payment Spreadsheet”), duly certified by the Chief Executive Officer or Chief Operating Officer of the Company, setting forth the following information, in a form reasonably satisfactory to Parent (and consistent with the Closing Date Balance Sheet): (i) the Company’s good faith calculation of the Estimated Merger Consideration and each component of the Estimated Merger Consideration; (ii) the information with respect to the Estimated Company Transaction Costs required by Section 5.4; (iii) the information with respect to the Estimated Indebtedness as required by Section 5.5; and (iv) with respect to each Equityholder and Promised Option Holder as of the Closing Date: (A) the name, address and (to the extent available) email address of such Equityholder and Promised Option Holder, (B) the number and class of all Outstanding Shares and Vested Options held by such Equityholder, (C) the aggregate Per Share Closing Consideration allocable to each Stockholder in respect of such Stockholder’s Outstanding Shares, (D) the amount of Vested Option Payments allocable to each Vested Option Holder in respect of such Vested Option Holder’s Vested Options, (E) the amount of the Management Carveout Payment allocable to each Management Carveout Participant, (F) the amount of the Promised Option Payment allocable to each Promised Option Holder, (G) each Equityholder’s Applicable Holdback Percentage, (H) each Equityholder’s Applicable Percentage, (I) whether there is any required withholding on account of Taxes with respect to such Equityholder’s portion of the Net Closing Merger Consideration or such Promised Option Holder’s Promised Option Payment, and, with respect to each Stockholder, the amount of any such withholding with respect to payment for such Stockholder’s Outstanding Shares, and (J) the wire transfer instructions of such Equityholder and Promised Option Holder with respect to the payments to be made by Parent pursuant to Section 2.11(b). Parent and, following the Closing, the Company, may rely on the instructions of the Representative for distributions of cash and shall have no responsibility or liability with respect thereto. Parent shall make distributions of cash after the Closing to the Equityholders in the same form and in accordance with the same wiring instructions or delivery addresses, as ...

Payment Spreadsheet. (a) Attached to this Agreement as Exhibit K is a payment spreadsheet (the “Payment Spreadsheet”) setting forth the following information: (i) The distribution to the Company Securityholders of the Closing Payment Fund and any amounts to be released to the Company Securityholders from the Escrow Fund or the Representative Expense Fund (if any), including each such Company Securityholder’s Pro Rata Share; (ii) With respect to each Company Shareholder, (A) such Person’s address (if and as reflected in the Company’s records) and, if available to the Company, social security number, identification card number or tax identification number, as applicable, (B) the number, class and series of Company Shares held by such Person, (C) the respective certificate number(s) representing such shares, (D) the respective date(s) of acquisition of such Company Shares, (E) to the Knowledge of the Company, whether such Company Shareholder filed an election under Section 83(b) of the Code (H) the identification of any shares that were purchased upon exercise of share options that were exercised within 12 months prior to the Closing; and (iii) With respect to each holder of a Company Option, (A) such Person’s address (if and as reflected in the Company’s records) and, if available to the Company, social security number, identification card number or tax identification number, as applicable, (B) the number of Company Shares underlying each Company Option held by such Person, (C) the respective exercise price per share of such Company Option, (D) the respective grant date(s) of such Company Option, (E) the respective vesting arrangement(s) with respect to any Unvested Company Options, (F) whether the holder of such Company Option is a Continuing Employee, (G) whether such Company Option is an incentive stock option or a non-qualified stock option (as applicable), and (H) with respect to any Option held by an Israeli employee, officer, director or consultant of the Company, a description of whether such Option was granted under Section 102 or Section 3(i) of the Israel Tax Ordinance and with respect to the Company 102 Options whether an election was made to treat such Option under the capital gain route or ordinary income route,; and (iv) With respect to each Company Warrantholder, (A) such Person’s address (if and as reflected in the Company’s records) and, if available to the Company, social security number, identification card number or tax identification number, as applicable, ...

Payment Spreadsheet. The Company shall have delivered to Parent the Payment Spreadsheet in accordance with Section 3.01(a).

Payment Spreadsheet. The Company shall have delivered to WinVest the Payment Spreadsheet in accordance with Section 3.01(a).

Payment Spreadsheet. At least three (3) Business Days prior to the Closing, the Company shall deliver to Acquiror a spreadsheet (the “Payment Spreadsheet”) setting forth the following information, in form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror in support of the information set forth therein: (i) calculation of the Total Consideration and all components thereof; (ii) calculation of the Per Share Consideration and the Exchange Ratio; (iii) with respect to each Stockholder: (A) the name and address of such holder, (B) whether such holder is a current or former employee of the Company and whether such holder is a Key Employee, (C) the number, class and series of all shares of Company Capital Stock held by such holder and the respective certificate numbers of all certificates evidencing all such shares, (D) the date of acquisition of all shares of Company Capital Stock held by such Stockholder and, with respect to any shares of Company Capital Stock issued on or after January 1, 2011 and any other securities that, in each case, constitute “covered securities” within the meaning of Treasury Regulations §1.6045 1(a)(15), the adjusted tax basis of such shares, (E) the number of any such shares that are Dissenting Shares, (F) any Taxes that are required to be withheld in accordance with Section ‎2.4 from the consideration that such holder is entitled to receive pursuant to Section 1.3(b)(i), (G) such Stockholder’s Loan Repayment Amount, if any, (H) the aggregate Merger Consideration that such holder is entitled to receive pursuant to Sections 1.3(b)(i) (on a certificate-by-certificate basis and in the aggregate), net of (x) the amount of cash to be deposited into the Escrow Fund on behalf of such holder pursuant to Article IX and the Representative Expense Fund pursuant to Section 2.3(b)(iii), and (y) such Stockholder’s Loan Repayment Amount, if any and (I) the amount of cash to be deposited into the Escrow Fund and the Representative Expense Fund on behalf of such holder pursuant to Article IX and Section 2.3(b)(iii), respectively and such Stockholder’s Pro Rata Portion in the Escrow Fund and the Representative Expense Fund; (iv) with respect to each Company Option: (A) the name and address of the holder thereof, (B) whether such holder is an employee, consultant, director or officer of the Company or any Subsidiary, (C) the grant date and expiration date thereof, (D) whether such Company Option was grante...

Payment Spreadsheet. The Company shall have delivered to Parent the Payment Spreadsheet pursuant to Section 1.8(c).

Payment Spreadsheet. The Company shall have delivered to SPAC the Payment Spreadsheet in accordance with Section 3.01.

Payment Spreadsheet. Parent shall have received the Payment Spreadsheet.

Payment Spreadsheet. Buyer shall have received the Payment Spreadsheet, certified as complete and correct on behalf of the Company by the Chief Executive Officer of the Company.