Payout Spreadsheet has the meaning set forth in Section 2.10.
Payout Spreadsheet means a spreadsheet, to be provided with the Estimated Statement, setting forth the following: (a) the Estimated Cash Merger Consideration (as reflected on the Estimated Statement), (b) the Per Common Share Closing Merger Consideration for the Company Common Stock Deemed Outstanding based on the Estimated Cash Merger Consideration, determined as of immediately prior to the Effective Time, (c) the Per Preferred Share Closing Merger Consideration for the Company Preferred Stock Actually Outstanding and the Company Preferred Aggregate Merger Consideration, in each case determined as of immediately prior to the Effective Time, (d) the Per Warrant Share Closing Merger Consideration, determined as of immediately prior to the Effective Time, (e) the amount to be paid to each applicable Effective Time Holder based on the foregoing (subject to Section 1.7 hereof), (f) the Option Exercise Proceeds and Option Consideration, (g) the allocable portion of the Escrow Fund and SR Expense Fund for each Escrow Equity Holder, (h) whether any Taxes are required to be withheld on any payment of Closing Merger Consideration pursuant to this Agreement and (i) with respect to each Effective Time Holder, whether any shares of Company Stock held by such Effective Time Holder: (x) are subject to a vesting arrangement, (y) were issued to such Effective Time Holder as a compensatory payment in such Effective Time Holder’s capacity as an employee of the Company or any Subsidiaries and (z) with respect to which the Company has not delivered to Parent true, correct and complete copies of all election statements under Section 83(b) of the Code, together with evidence of timely filing of such election statements with the appropriate IRS Center (such shares of Company Stock, “Restricted Stock”). The Payout Spreadsheet shall be prepared and determined in accordance with the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Payout Spreadsheet Trial Run. If applicable, the Payout Spreadsheet shall be updated by the Stockholders’ Representative to reflect any changes to the items referred to in this definition resulting from the determination of the Final Cash Merger Consideration (as compared to the Estimated Cash Merger Consideration), all in accordance with Section 1.9(f).
Payout Spreadsheet means a spreadsheet, to be provided by the Company with the Closing Statement setting forth the following: (i) the Initial Merger Consideration (as reflected on the Closing Statement) (ii) the Applicable Per Unit Closing Consideration for each issued and outstanding class of Units based on the Initial Merger Consideration, including (A) the Series 1 Per Unit Closing Consideration, (B) the Series 2 Per Unit Closing Consideration, (C) the Series 3 Per Unit Closing Consideration and (D) the Series A Per Unit Merger Consideration, (iii) allocation of Option Closing Consideration, in each case determined as of immediately prior to the Effective Time in accordance with the Operating Agreement and (iv) each Effective Time Holder’s Pro Rata Share. The Payout Spreadsheet shall be prepared and determined in accordance with the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Payout Spreadsheet Trial Run.
Examples of Payout Spreadsheet in a sentence
The Company shall have delivered to Parent the Payout Spreadsheet.
Not less than three (3) Business Days prior to the Closing Date, the Company shall cause to be prepared and delivered to Parent (1) a reasonably detailed statement containing the Company’s good faith calculation of the Merger Consideration (the “ Closing Statement ”) and (2) the Payout Spreadsheet based on the calculation of the Merger Consideration set forth on the Closing Statement.
At Closing, Buyer shall pay to each Seller, by wire transfer of immediately available funds, a portion of the Closing Payment as reflected in the Seller Payout Spreadsheet.
To the extent that the Final Purchase Price is more than the Estimated Purchase Price (the amount of such surplus, if any, the “Net Positive Adjustment Amount”), within five (5) Business Days following the determination of the Final Purchase Price, Buyer shall pay to each Seller (in accordance with the Post-Closing Seller Payout Spreadsheet) such Seller’s respective pro rata share of an amount equal to the Net Positive Adjustment Amount.
Upon determination of the Final Purchase Price, the Representative shall deliver to Buyer an updated Seller Payout Spreadsheet setting forth each Seller’s respective pro rata shares of the Net Positive Adjustment Amount or the Net Negative Adjustment Amount, as applicable (the “ Post-Closing Seller Payout Spreadsheet”), and, in the event of a Net Positive Adjustment Amount, the Post-Closing Seller Payout Spreadsheet shall include wire transfer instructions for each Seller.
More Definitions of Payout Spreadsheet
Payout Spreadsheet means a spreadsheet, to be provided with the Estimated Statement, setting forth the following: (1) the Estimated Merger Consideration (as reflected on the Estimated Statement); (2) the Per Share Merger Consideration, determined as of immediately prior to the Effective Time in accordance with the Company Charter; (3) each shareholder’s portion of the Estimated Merger Consideration and contribution to the Escrow Amount, Tax Escrow Amount and Company Agent Retention Amount; (4) the portion of Option Consideration allocable to each holder of a Company Option; and (5) other applicable withholdings. The Payout Spreadsheet shall be prepared and determined in accordance with the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Payout Spreadsheet Trial Run.
Payout Spreadsheet shall have the meaning set forth in Section 7.21.
Payout Spreadsheet means a spreadsheet, to be provided by the Company to Parent and the Paying Agent prior to the Closing, with the Estimated Statement, setting forth the following: (i) the Estimated Merger Consideration (as reflected on the Estimated Statement), (ii) the Applicable Per Share Merger Consideration for each issued and outstanding class of Company Capital Stock based on the Estimated Merger Consideration, including (A) the Common Stock Merger Consideration and (B) the Series A Merger Consideration, in each case determined as of immediately prior to the Effective Time in accordance with the Company Charter, and (iii) the amount payable for each outstanding Qualifying Company Option based on the Estimated Merger Consideration. If applicable, the Payout Spreadsheet shall be revised by the Stockholders’ Representative after the Closing to reflect any changes resulting from the determination of the Final Merger Consideration (as compared to the Estimated Merger Consideration), all in accordance with Section 2.10(e)(iii).
Payout Spreadsheet means a spreadsheet, to be provided with the Closing Statement setting forth the following: (i) the Merger Consideration (as reflected on the Closing Statement) and (ii) the Per Share Merger Consideration for each class and type of Company Capital Stock, in each case determined as of immediately prior to the Effective Time in accordance with this Agreement. The Payout Spreadsheet shall be prepared and determined in accordance with the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Payout Spreadsheet Trial Run.
Payout Spreadsheet means a spreadsheet to be provided to Parent by the Company with the Estimated Statement, setting forth the following: (a) the name of each Stockholder, (b) the number of shares of Company Common Stock held by each Stockholder, (c) the name of each holder of Company SARs, (d) the number of Company SARs held by each holder, (e) the Estimated Total Consideration Value (as reflected on the Estimated Statement), (f) the Closing Payment, the Per Share Cash Amount and the Per Share Stock Amount, each as derived from the Estimated Total Consideration Value, (g) the portion of the Closing Payment to be paid to each Stockholder in respect of such Stockholder’s Company Common Stock, (h) the portion of the aggregate Per Share Cash Amount and the portion of the aggregate Per Share Stock Amount to be paid to each Stockholder in respect of such Stockholder’s Company Common Stock, (i) the amount of cash to be paid to each applicable holder of Company SARs pursuant to Section 3.04, (j) the number of shares of Parent Common Stock to be distributed to each applicable holder of Company SARs pursuant to Section 3.04, (k) the number of Parent RSU Awards to be distributed to each applicable holder of Company SARs pursuant to Section 3.04 and (l) the Escrow Amount. The Payout Spreadsheet shall be prepared and determined in accordance with the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Payout Trial Run.
Payout Spreadsheet shall have the meaning specified in Section 1.10(b) of this Agreement.
Payout Spreadsheet has the meaning set forth in Section 1.6(a).