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 deliver to Parent a spreadsheet (the "Spreadsheet") signed by the President and Chief Executive Officer of the Company, the Chief Financial Officer of the Company, and each Shareholder, which shall separately list, (i) all Third Party Expenses to be paid out of the Total Consideration, listing each person separately that shall receive a payment of Third Party expenses at Closing, the address (and contact person) for such payment, the amount to be paid to such person, and copies of all invoices regarding such Third Party expenses owing to such person shall be attached to the Spreadsheet (the "Third Party Payments"); (ii) all Contingent Closing Payments to be paid at closing, listing each person who shall receive a Contingent Closing Payment separately, the address (and contact person) for such payment; wire instructions for such person, the amount to be paid to such person, and a description of the nature of the contingent payment (provided that for purposes of this Agreement, the items identified on the Spreadsheet as employee bonus payments shall be treated as Contingent Closing Payments hereunder); (iii) all UAP Participants who shall receive a UAP Payment at Closing, the amount of such UAP Payment, the address of the UAP Participant; (iv) the amount of any employer Taxes required to be paid in connection with the Contingent Closing Payments or the payments to the UAP Participants; (v) the amount of Net Total Consideration; and (vi) for each Shareholder, such Shareholder's address, the number of shares of Company Capital Stock held by such Shareholder, the certificate numbers for the shares held by such Shareholder, the date of acquisition of such shares, the amount of cash to be issued to each holder, the amount of cash to be deposited into the Escrow Fund on behalf of each Shareholder, and such Shareholder's Pro Rata Portion percentage.
Spreadsheet. At or prior to the Closing, the Company shall deliver to Acquirer a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Acquirer, which spreadsheet shall set forth all of the following information, as of immediately prior to the Closing:
(a) with respect to each Shareholder:
(i) the name, address and email address of record;
(ii) the number of Shares held, by class;
(iii) the Per Shareholder Stock Consideration and the Company’s good faith estimate as of the Closing of the Per Shareholder Consideration and the Per Shareholder Cash Consideration such Shareholder is entitled to receive pursuant to Section 1.1(a) on an aggregate basis for all Shares and the portion of the Per Shareholder Cash Consideration such Shareholder is entitled to receive at the Closing pursuant to Section 1.3(b)(i);
(iv) the amount to be contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, the Expense Fund, and the Transaction Expenses; and
(v) whether such holder, with respect to its Shares, is subject to withholding as wages or compensation, and the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.5(c) from the consideration that such holder is entitled to receive pursuant to Section 1.1(a);
(b) with respect to each Promised Company Optionholder:
(i) the name, address and email address of record;
(ii) the number of Promised Company Options held;
(iii) the exercise price per share and the number of shares subject to such Promised Company Options;
(iv) the amount to be economically contributed to the Indemnity Holdback Amount the Purchase Price Adjustment Amount and the Expense Fund;
(v) the Company’s good faith estimate of the consideration such holder is entitled to receive pursuant to Section 1.1(c)(i); and
(vi) the Company’s good faith estimate of the amount of any Taxes, as applicable, that are required to be withheld in accordance with Section 1.3(d) from the consideration that such holder is entitled to receive pursuant to Section 1.1(c)(i);
(c) with respect to each VSOP Holder:
(i) the name, address and email address of record;
(ii) the number of VSOPs held by each VSOP Holder;
(iii) a good faith estimate as of the Closing of the VSOP Payments to each VSOP Holder;
(iv) the amount to be economically contributed to the Indemnity Holdback Fund, the Purchase Price Adjustment Amount, and the Expense Fund; and
(v) the Company’s good faith es...
Spreadsheet. The Company shall prepare a spreadsheet (the ----------- "Spreadsheet") in form acceptable to Parent, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, all holders of Company Capital Stock and their respective addresses as reflected in the Company's records, the number of shares of Company Capital Stock held by such persons (including whether such shares are Company Common Stock, Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock or Class D Preferred Stock and the respective certificate numbers), the amount of Merger Consideration to be received by each holder, the amount of Merger Consideration to be deposited into the Escrow Fund on behalf of each holder, and such other information relevant thereto or which the Exchange Agent or Parent may reasonably request. The Company shall prepare a separate spreadsheet (the "Option Spreadsheet") in form acceptable to Parent, which spreadsheet shall be complete and correct as of the Closing, and which shall be certified as complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, all holders of Company warrants, Company Options (to the extent such Company Options will be outstanding at the Effective Time) and shares of Company Restricted Stock, and their respective addresses, the number of shares of Company Capital Stock underlying each such Company Option and Company warrant, and the vesting arrangement with respect to such Company Options, Company warrants and Company Restricted Stock and such other information relevant thereto or which Parent may reasonably request.
Spreadsheet. The information contained in the Spreadsheet shall be complete and correct as of the Closing Date.
Spreadsheet. (a) At least three (3) Business Days prior to the Closing, the Company shall deliver to Purchaser prior to the Closing a spreadsheet (as may be updated from time to time pursuant to Section 6.9(b) (Spreadsheet), the “Spreadsheet”), which shall include, with respect to each Selling Securityholder and Optionholder: (i) the name, physical address, and email address of such holder; (ii) whether such holder is a current or former employee of the Company; (iii) the number, class and series of all shares of Company Capital Stock or Company Options held by such holder and the respective certificate numbers of all certificates evidencing all such shares; (iv) with respect to any shares of Company Capital Stock issued on or after January 1, 2011 and any other securities that, in each case, are “covered securities” (within the meaning of Treasury Regulations Section 1.6045-1(a)(15)) with respect to the Company, the acquisition date and adjusted U.S. income Tax basis of such shares; (v) the exercise price of each Company Option held by such holder, (vi) any Taxes that are required to be withheld under applicable Law from the consideration that such holder is entitled to receive pursuant to Section 2.1(a) (Company Capital Stock) or Section 2.1(b) (Company Options); (vii) the aggregate Estimated Upfront Payment or Upfront Option Cash Out Amount that such holder is entitled to receive pursuant to Section 2.1(a) (Company Capital Stock) and Section 2.1(b) (Company Options) (on a certificate-by-certificate basis and in the aggregate), net of the amount of cash to be deposited, on behalf of such holder, into the Escrow Funds pursuant to Section 2.1(d) (Escrow Fund) and the Representative Fund Amount pursuant to Section 2.1(c) (Representative Fund Amount); (viii) the amount of cash to be deposited, on behalf of such holder, into the Escrow Funds pursuant to Section 2.1(d) (Escrow Fund) and the Representative Fund pursuant to Section 2.1(c) (Representative Fund Amount), (ix) such holder’s Percentage Interest; (x) Closing Indebtedness, (xi) Expenses, (xii) such holder’s Special Percentage Interest and (xiii) such holder’s wire transfer information.
(b) [***] prior to the payment due date (as set forth in this Agreement) of any Milestone Payment, the Seller Representative shall update the Spreadsheet to include the following information with respect to each Selling Securityholder and Optionholder and deliver such updated Spreadsheet to the Purchaser: (i) the aggregate Milestone ...
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 prepare and deliver to Purchaser, a draft of the Spreadsheet not later than five Business Days prior to the Closing Date. Without limiting the generality or effect of the foregoing or the provisions of Section 6.8(a), Company shall provide to Purchaser, promptly after Purchaser’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificate. The Company shall prepare and deliver to Purchaser, at or prior to the Closing, a spreadsheet (the “Spreadsheet”) in the form provided by Purchaser prior to the Closing, reasonably acceptable 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 the Closing Date and immediately prior to the Closing: (a) the name of the Selling Shareholders and Company Option holders as of the Agreement Date and their respective addresses and where available, taxpayer identification numbers; (b) the number of Company Shares held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; and (d) the calculation of the number of Purchaser Securities to be delivered to each Selling Shareholder (including whether and to what extent such Purchaser Shares will consist of Purchaser Common Stock and Purchaser Series A Preferred Stock) and the number of shares of Purchaser Common Stock to be delivered to each Company Option holder. The Spreadsheet calculations shall account for the Company Series B Preferred Shares held by the Purchaser as set forth as follows or as otherwise mutually agreed to: Adjusted Purchaser Securities = A = The Purchaser Securities less the Purchaser Securities issuable to the Purchaser. B = The sum of (i) the total shares of Purchaser Common Stock and portion of the warrants as set forth in the Spreadsheet, and (ii) the Purchaser Securities. C = B (as set forth above) less the Purchaser Securities issuable to the Purchaser.
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. The Company shall deliver to Parent and the Exchange Agent two (2) Business Days prior to the Closing Date a spreadsheet (the “Spreadsheet”) signed by the Chief Executive Officer of the Company as of the Closing, which shall include as of immediately prior to the Effective Time, with respect to each Company Stockholder, holder of Company Options and holder of Company Warrants and each holder of record of Exchangeable Shares, (i) such Person’s address on the Company’s corporate records, (ii) the number of shares of Company Capital Stock, Company Options, Company Warrants and Exchangeable Shares owned of record by such Person, (iii) the respective certificate number(s) representing such shares or Exchangeable Shares (as applicable), (iv) the respective date(s) of acquisition of such shares or Exchangeable Shares or grant of such Company Options or Company Warrants, (v) the aggregate amount of cash to be paid to such Person at the Closing in respect of such shares, Exchangeable Shares Company Options and Company Warrants, (vi) the vesting provisions (including events that would trigger acceleration of vesting either upon the occurrence of an intervening event, the passage of time, or both), if any, of such shares of Company Capital Stock, Exchangeable Shares, Company Options and Company Warrants, and (vii) with respect to Stockholder Parties, each such Stockholder Party’s Pro Rata Share, as of the Closing Date. The Stockholder Representative will provide to Parent prompt updates to each such Stockholder Party’s Pro Rata Share following the Closing Date to the extent that there are any changes thereto of which the Stockholder Representative is aware.