Spreadsheet Clause Samples
Spreadsheet. The Company will cause to be prepared and delivered to Parent, at least five Business Days before the Closing, a spreadsheet, in a form reasonably acceptable to Parent and the Payment Agent, dated and setting forth as of the Closing the following information relating to the holders of Company Units, other securities convertible into Company Units, Company Options, Company RSUs, Retention RSUs and Company Restricted Units: (a) the names and addresses (including email addresses), to the extent practicable, of all such holders; (b) the number and type of Company Units or other securities held by, or subject to the Company Options, Company RSUs, Retention RSUs or Company Restricted Units held by, such Persons; (c) the exercise price per unit in effect as of the Closing Date for each Company Option; (d) the conversion price per unit in effect as of the Closing Date for any securities that are convertible into Company Units and the type of Company Units into which the securities are convertible; (e) the cash amount payable to such holder in respect of the cancellation of such holder’s Company Units and In-the-Money Vested Options or other securities pursuant to Section 1.4 or Section 1.6; (f) the Unit General Escrow Contribution, Unit Litigation Escrow Contribution, Unit Representative Fund Contribution, Option General Escrow Contribution, Option Representative Fund Contribution, Aggregate Escrow Funding Percentage and Unit Litigation Funding Percentage of each Indemnifying Securityholder and Indemnifying Founder, as applicable (together with each Indemnifying Securityholder’s Unit Escrow Funding Percentage, Option Escrow Funding Percentage, and each Indemnifying Founder’s Unit Litigation Funding Percentage, separately listed); (g) whether a Person is an Installment Party and if so, such Person’s Unit Installment Amount; (h) the number of shares of Parent Common Stock underlying each holder’s Substitute Options and Replacement RSUs, (i) the amount of the applicable required Tax withholdings as of the date the Spreadsheet is provided attributable to each holder of Company Units, Company Options, Company RSUs, Retention RSUs and Company Restricted Units; (j) the aggregate amount of all outgoing wires to the Payment Agent, the Company and any of its Subsidiaries in respect of payments to be made to holders of Company Units and In-The-Money Vested Options, as applicable, the Escrow Agent and any third-party in respect of the payment of Third Party Expenses; and (k) ...
Spreadsheet. The Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Purchaser, 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: (a) the names of all of the Selling Securityholders and their respective addresses and e-mail addresses (to the extent known), (b) the number and type of shares of Company Capital Stock held by, or subject to the Company Options held by, such Selling Securityholders and, in the case of outstanding shares, the respective certificate numbers, and if the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made in respect thereof, (c) (i) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any...
Spreadsheet. No less than three Business Days prior to Closing, the Company shall prepare and deliver to Acquirer a spreadsheet (the “Spreadsheet”) in the 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:
(a) the names of all Company Shareholders, Company Optionholders and Company Warrantholders, and their respective street and e-mail addresses (if available), telephone number (if available), Israeli identification number (if available), taxpayer identification numbers (if any) and (other than in respect of Company Securityholders whose Company Options or Company Shares are held by the 102 Trustee in respect of which the bank information shall be that of the 102 Trustee) bank information (if available) (including the respective bank name and number, branch name and address, swift number, account number and other wire transfer information);
(b) the number, class and series of Company Shares held by such Persons and the respective certificate numbers;
(c) the number, class and series of Company Shares subject to, and if applicable, the exercise price per share in effect for, each Company Option and Company Warrant;
(d) the number of shares of Parent Common Stock subject to the Assumed Options;
(e) the vesting status, schedule and whether such Company Optionholder has delivered a duly executed Option Cancellation and Conversion Agreement to Acquirer with respect to Company Options and Unvested Company Shares;
(f) for each Company Option that was exercised prior to the date of delivery of the Spreadsheet, (i) the Tax status of such Company Option and the shares acquired thereby under Section 422 of the Code, if applicable, or any applicable foreign Tax law, (ii) the date of such exercise and whether such Company Option was granted and is subject to Tax pursuant to Section 3(i) of the Ordinance or Section 102 of the Ordinance and the applicable subsection of Section 102 of the Ordinance;
(g) the calculation of the (i) Aggregate Consideration, (ii) the Company Series A Preferred Shares Aggregate Liquidation Preference, (iii) the Company Series A-1 Preferred Shares Aggregate Liquidation Preference, (iv) Company Series A and Company Series A-1 Aggregate Preferred Shares Liquidation Preference, (v) the Fully-Diluted Company Series A Shares, (vi) the F...
Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.12, a spreadsheet (the “Spreadsheet”) in the form provided by Acquirer prior to the Closing and reasonably acceptable 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: (a) the names of all the Company Stockholders and Company Optionholders and their respective addresses, e-mail addresses and taxpayer identification numbers, (b) the number of shares of Company Capital Stock held by such Company Stockholder, (c) the number of shares of Company Capital Stock subject to each option held by each such Company Optionholders, (d) the calculation of the Merger Consideration, Indebtedness (including the EIDL Loan Balance and PPP Escrow Amount), Transaction Expenses, the amount, if any, by which the Closing Net Working Capital Target exceeds Company Net Working Capital as set forth in the Company Closing Financial Certificate (which may be a negative number), Adjustment Amount, Stock Consideration, Cash Consideration, Per Unit Cash Consideration and Per Unit Stock Consideration, (e) the calculation of aggregate cash amounts and number of shares of Acquirer Common Stock payable and issuable, respectively, to each such Company Stockholder pursuant to Section 1.3(a), and Company Optionholder pursuant to Section 1.3(b), and the total amount of Taxes to be withheld therefrom (including, if applicable, the number of shares of Acquirer Common Stock to be withheld), and (f) the calculation of each Contributing Equityholder’s Pro Rata Share of the Escrow Amount (including the portion of the PPP Escrow Amount and the Indemnity Escrow Amount).
Spreadsheet. (a) TopCo has delivered to Buyer a spreadsheet in substantially the form of Annex V attached hereto (the “Payment Spreadsheet”) setting forth the following information, in a form reasonably satisfactory to Buyer: (i) a calculation of the Initial Merger Consideration and each component thereof; and (ii) with respect to each TopCo Seller: (A) the name and address of such TopCo Seller, (B) the number and class of all shares of TopCo Stock held by such TopCo Seller, (C) the portion of the Cash Consideration (as defined in Section 3.2(a)(iii)) to be paid to such TopCo Seller, which shall be allocated among the TopCo Stock and the Options held by such TopCo Seller as set forth on the Payment Spreadsheet, (D) the portion of the Stock Consideration (as defined in Section 3.2(b)) to be issued to such TopCo Seller, which shall be allocated among the TopCo Stock and the Options held by such TopCo Seller as set forth on the Payment Spreadsheet, (E) the number of 1st Anniversary Holdback Shares to be issued to such TopCo Seller upon release of such shares in accordance with and subject to Section 4.5, which shall be allocated among the TopCo Stock and the Options held by such TopCo Seller as set forth on the Payment Spreadsheet, (F) such TopCo Seller’s Holdback Shares Pro Rata Portion or portion of the Holdback Consideration Cash Amount, (G) such TopCo Seller’s Pro Rata Portion, (H) the amount of any required withholding on account of Taxes with respect to such TopCo Seller’s share of the Merger Consideration, and (I) the wire transfer instructions of such TopCo Seller with respect to the payments to be made by Buyer pursuant to Section 2.3. No consent or approval of Buyer in respect of the Payment Spreadsheet shall be required in and of itself as a condition to Closing.
(b) Buyer, any paying agent engaged by Buyer, and, following the Closing, the Surviving Corporation, may rely on the instructions of the Sellers’ Representative for distributions of cash and issuances of Buyer Common Stock and shall have no responsibility or liability with respect thereto; provided, that the distribution and issuance instructions of the Sellers’ Representative are followed. Buyer shall, or shall cause a paying agent engaged by Buyer to, make distributions of cash and issuances of Buyer Common Stock after the Closing to the TopCo Seller in the same form and in accordance with the same wiring instructions or delivery addresses, as applicable, as such distributions were made to each such ...
Spreadsheet. The Company shall deliver to Parent and the Exchange Agent a spreadsheet (the “Spreadsheet”) in a form acceptable to Parent, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer of the Company as of the Closing and which shall include as of the Closing, (i) all Stockholders and their respective addresses, indicating whether such holder is a current or former employee of the Company, or not, the number of shares of Company Capital Stock held by such persons (including whether such shares are Company Common Stock, Company Series A Preferred Stock, Company Series B Preferred Stock or Company SC Preferred Stock, the respective certificate numbers, whether such shares constitute Company Unvested Common Stock (including, for each certificate, the number of shares that are vested as of the Closing)), the date of acquisition of such shares, the Pro Rata Portion applicable to each holder, Per Share Cash Consideration to be paid, the amount of cash to be deposited into the Escrow Fund on behalf of each holder, and such other information relevant thereto or which Parent or the Exchange Agent may reasonably request, and (ii) all holders of Company Options and their respective addresses, whether each such holder is a current or former employee of the Company or not, the number of shares of Company Capital Stock underlying each such Company Option, the grant dates of such Company Options and the vesting arrangement with respect to such Company Options and indicating, with respect to each Company Option, the strike price for such Company Option, whether such Company Options are incentive stock options or non-qualified stock options, the number of shares of Company Common Stock which will be vested as of the Effective Time under such Company Option, the Per Share Option Consideration to be paid with respect to the vested portion of such Company Option, the amount of cash to be deposited into the Escrow Fund with respect to such Company Option, and such other information relevant thereto or which Parent may reasonably request. The Company shall deliver the Spreadsheet three Business Days prior to the Closing Date.
Spreadsheet. Parent and the Exchange Agent shall have received from the Company three (3) Business Days prior to the Closing Date the Spreadsheet pursuant to Section 5.20, which shall have been certified as of the Closing Date as complete and correct by the Chief Executive Officer and the Treasurer of the Company.
Spreadsheet. The information contained in the Spreadsheet shall be complete and correct as of 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).