Spreadsheet. The Company shall prepare and deliver to Parent, at or prior to the Closing, a spreadsheet (the “Spreadsheet”) in the form provided by the Company to Parent prior to the Closing and reasonably acceptable to Parent, which Spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information, as of the Closing Date and immediately prior to the Effective Time: (a) the names of all securityholders of the Company, including the Stockholders of the Company and holders of Company Options, and their respective addresses and where available, taxpayer identification numbers; (b) the number and kind of security held, including the shares of capital stock of the Company held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the number of shares of capital stock of the Company subject to and the exercise price per share in effect for each Company Option; (d) the vesting status and schedule with respect to the Company Option and capital stock of the Company and terms of the Company’s rights to repurchase such unvested capital stock of the Company (including the repurchase price payable per share under each share of unvested capital stock of the Company); (e) whether such Company Option was granted as an incentive stock option or non-statutory stock option under the Code; (f) the calculation of the Applicable Fraction and Designated Parent Stock Price; (g) the amount of cash to be paid or which has been paid to each Designated Stockholder and Debt Holder; (h) the number of shares of Parent Common Stock to be issued or which has been issued to each Designated Stockholder and Debt Holder; (i) the Indemnification Pro Rata Portion of each Designated Stockholder; (j) the total amount of Taxes to be withheld from the merger consideration that each Company Stockholder immediately prior to the Effective Time is entitled to receive pursuant to Section 1.5(a); (k) the number of shares of Parent Common Stock issuable to each Stockholder of the Company; and (l) the amount of cash in lieu of any fractional share of Parent Common Stock payable to each Stockholder of the Company. The Company shall prepare and deliver to Parent, a draft of the Spreadsheet not later than three business days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of this Section 6.9, the Company shall provide to Parent, promptly after Pa...
Spreadsheet. Pathlore has prepared and delivered to SumTotal a spreadsheet set forth on Section 5.12 of the Pathlore Schedules (the “Spreadsheet”), which sets forth, and at the Closing Date shall be updated and completed and certified by the Chief Executive Officer of Pathlore as true, complete and correct as of the Closing Date, and dated as of the Closing Date and shall set forth as of the Closing Date and immediately prior to the Effective Time: (a) the names of all the Pathlore Stockholders, holders of Pathlore Options and Pathlore Warrants and their respective addresses and where available, taxpayer identification numbers; (b) the number and kind of shares of Pathlore Capital Stock held by, or subject to the Pathlore Options or Pathlore Warrants held by such Persons and, in the case of outstanding shares, the respective certificate numbers, and in the case of outstanding options or warrants, the respective option or warrant numbers; (c) the exercise price per share in effect for each Pathlore Option or Pathlore Warrant; (d) the vesting status and schedule with respect to Pathlore Options and Pathlore Warrants; (e) the Disclosed Excess Expense Amount, the Merger Cash Amount, each Pathlore Stockholder’s Proportionate Interest in the Expense Reimbursement Amount, the Option Exchange Ratio, the Per Share Pathlore Preferred Stock Preference, the Aggregate Common Consideration, the Aggregate Preferred Consideration, the SumTotal Share Value, the Aggregate Pathlore Common Stock Amount, the Aggregate Pathlore Common Cash Amount, the Aggregate Pathlore Preferred Stock Amount, the Aggregate Pathlore Preferred Cash Amount, the Total Outstanding Participating Shares, the Total Outstanding Pathlore Common Stock and the Total Outstanding Pathlore Preferred Stock; (f) the amount of Merger Cash payable to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by such Persons (and in percentage and dollar terms, the amount of cash required to be deducted and withheld from such Persons for taxes, and if such deduction and withholding applies to particular cash payments or installments, the amount required for each such payment or installment); (g) the amount of Merger Stock payable to each Pathlore Stockholder in exchange for the Pathlore Capital Stock held by such Persons; (h) the number of shares of SumTotal Common Stock subject to and exercise price of each SumTotal Option issuable to each holder of Pathlore Options (and in percentage and dollar terms, the amo...
Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.12, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Acquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing:
Spreadsheet. At least three (3) Business Days prior to the Closing, the Company shall deliver to Parent a spreadsheet (the “Spreadsheet”) setting forth the following information, in form and substance reasonably satisfactory to Parent:
Spreadsheet. The information contained in the Spreadsheet shall be complete and correct as of the Closing Date.
Spreadsheet. Parent and the Exchange Agent shall have received from the Company three Business Days prior to the Closing Date the Spreadsheet described in Section 6.21, which shall have been certified as of the Closing Date as complete and correct by the Chief Executive Officer and the Chief Financial Officer of the Company on behalf of the Company.
Spreadsheet. The Company shall deliver to Parent, not less than five (5) Business Days prior to the Closing Date, a draft spreadsheet in a form reasonably acceptable to Parent, which shall include the information set forth below and shall deliver to Parent not less than one (1) Business Day prior to the Closing a final spreadsheet (the “Spreadsheet”) that will be certified as complete and correct as of the Closing Date by the Chief Executive Officer of the Company (such certification, the “Spreadsheet Certificate”):
Spreadsheet. The Company shall deliver to Parent and the Payment Agent a spreadsheet (the “Spreadsheet”), which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing and which shall include, among other things, as of the Closing, (i) a list of all Company Stockholders and their respective addresses, indicating, the number of shares of Company Capital Stock held by such persons (including whether such shares are IM Common Stock, MW Common Stock, Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock or Series D-1 Preferred Stock and the respective certificate numbers), the liquidation preference applicable to each share of Company Preferred Stock and the accrued but unpaid dividends applicable to each share of Company Preferred Stock), the date of acquisition of such shares, the Pro Rata Portion applicable to each Company Indemnifying Party, the Merger Consideration to be paid to each Company Stockholder, the amount of cash to be deposited into the Escrow Account on behalf of each Company Indemnifying Party, if applicable, the amount of cash to be deposited into the Working Capital Escrow Account on behalf of each Company Indemnifying Party and such other information relevant thereto or which the Payment Agent may reasonably request, and (ii) a list of all holders of Company Options and Company Warrants and their respective addresses, the number of shares of IM Common Stock, MW Common Stock, Series B-1 Preferred Stock, Series C Preferred Stock or Series C-1 Preferred Stock underlying each such Company Option and Company Warrant, the grant dates of such Company Options and Company Warrants and the vesting arrangement with respect to such Company Options and Company Warrants and indicating, with respect to each Company Option, whether such Company Options are incentive stock options or non-qualified stock options, and such other information relevant thereto or which Parent may reasonably request. The Company shall deliver the Spreadsheet to Parent five (5) Business Days prior to the Closing Date.
Spreadsheet. The Company shall have delivered at least three (3) business days prior to the Closing Date to Parent and the Exchange Agent the Spreadsheet, which shall have been certified as true, correct and complete by the chief executive officer and chief financial officer of the Company.
Spreadsheet. Parent shall have received the Spreadsheet from the Company at least one Business Day prior to the Closing Date (or such shorter time as agreed to by Parent).
