Spreadsheet. The Company shall prepare and deliver to Acquirer, at least two Business Days prior to the Closing, a spreadsheet (the “Spreadsheet”), in draft form, 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 the Closing Date and immediately prior to the Effective Time: (a) the names of all the Company Convertible Noteholders, the Company Stockholders and Company Optionholders and their respective addresses and where available, taxpayer identification numbers; (b) the number, kind of shares and classification as Employee Capital Stock or Non-Employee Capital Stock of Company Capital Stock 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 Company Capital Stock subject to and the exercise price per share in effect for each Company Option; (d) the vesting status and schedule with respect to Company Options and unvested Company Capital Stock and terms of the Company’s rights to repurchase such unvested Company Capital Stock (including the repurchase price payable per share under each share of unvested Company Capital Stock); (e) the Tax status of each Company Option under Section 422 of the Code; (f) the calculation of the Fully-Diluted Company Common Stock, Employee Closing Payment Per Share, Non-Employee Closing Payment Per Share, Merger Consideration, and Option Payment per In the Money Option; and (g) the total amount of Taxes to be withheld from the Merger Consideration that each Company Securityholder immediately prior to the Effective Time is entitled to receive pursuant to Section 1.8.
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. Not less than 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 and accompanied by documentation reasonably satisfactory to Parent in support of the calculation of the information set forth therein:
Spreadsheet. The information contained in the Spreadsheet shall be complete and correct as of the Closing Date.
Spreadsheet. Purchaser and the Exchange Agent shall have received from the Company three (3) Business Days prior to the Closing Date the Spreadsheet pursuant to Section 5.17, 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.
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 use commercially reasonable efforts to deliver to Parent and the Exchange Agent a spreadsheet (the “Spreadsheet”) substantially in the form attached hereto as Schedule 6.21, 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 Date and shall include, among other things, as of the Closing, (a) all Stockholders (including holders of Company Vested Options who are required to exercise such Company Vested Options prior to the Effective time) and their respective addresses, indicating the number of shares of Company Capital Stock held by such persons (including whether such shares are Company Common Stock or Company Preferred Stock and the respective certificate numbers) and the liquidation preference applicable to each share of Company Preferred Stock), the date of acquisition of such shares, the Exchange Ratio and Pro Rata Portion applicable to each holder, the amount of cash to be deposited into the Escrow Fund on behalf of each holder, and such other information relevant thereto or which the Exchange Agent may reasonably request, and (b) all holders of Company Unvested Options that Parent has agreed to assume and their respective addresses, the number of shares of Company Capital Stock underlying each such Company Unvested Option, the grant dates of such Company Unvested Options and the vesting arrangement with respect to such Company Unvested Options and indicating whether such Company Unvested Options are intended to be incentive stock options or non- qualified stock options, the Option Exchange Ratio and such other similar information relevant thereto or which Parent may reasonably request, it being understood that Parent shall have responsibility for determining the Option Exchange Ratio. The Company shall use commercially reasonable efforts to deliver the Spreadsheet to Parent at least three 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).
