Closing Payment Schedule. (a) The Company shall prepare and deliver to Parent in accordance with Section 1.14(a) (Post-Closing Adjustment) an estimated allocation schedule (the “Closing Payment Schedule”) as an Excel spreadsheet file in electronic format and which shall be based upon the books and records of the Company and shall be prepared in accordance with the Company Charter (including the priorities set forth in Article V, Section 3 therein), the Written Consent, the Company Bylaws and all agreements governing the Company Options and the Company Warrants (each as in effect at the Closing) setting forth: (i) the name, address and email address of each holder of Company Capital Stock, Company Options and Company Warrants immediately prior to the Effective Time, and designating whether such holder is a Participating Securityholder, (ii) with respect to each holder of Company Capital Stock, the number of shares of Company Common Stock and/or Company Preferred Stock held by such holder, (iii) with respect to each holder of Company Options and Company Warrants, the number of shares of Company Common Stock and/or Company Preferred Stock that underly such Company Options and Company Warrants, (iv) a calculation of the Closing Cash Consideration Amount and the Per Share Upfront Merger Consideration (each rounded to the nearest two decimal places) payable as of the Closing Date, (v) a calculation of the Placement Milestone Consideration, the Per Share Placement Milestone Consideration, the Market Expansion Milestone Consideration and the Per Share Market Expansion Milestone Consideration (each rounded to the nearest two decimal places) payable in the event of the achievement of Placement Milestone and each iteration of the Market Expansion Milestone, as applicable, (vi) the Ownership Percentage for each Participating Securityholder, (vii) for each Securityholder entitled to receive a portion of the Closing Cash Consideration Amount, the portion of the Closing Cash Consideration Amount (rounded to the nearest two decimal places) payable to such Participating Securityholder, (viii) with respect to each Bonus Recipient, (A) the portion of the Closing Date Bonus Consideration payable to such Bonus Recipient, (B) the amount of any employer and employee withholdings for such Bonus Recipient, if any, provided that with respect to Employee Bonus Recipients, such amounts would reflect employee and employer withholding as would be applicable if such payments were made on or prior to Closing thro...
Closing Payment Schedule. The Company shall deliver to Acquiror, on or prior to the Closing Date, an accurate and complete schedule (the “Closing Payment Schedule”) setting forth: (A) the name of each Person who is a Stockholder of the Company immediately prior to the Effective Time (after giving effect to any exercises of Company Stock Options or the Company Warrant); (B) the number of shares of Company Capital Stock of each class and series held by each such Stockholder immediately prior to the Effective Time (after giving effect to any exercises of Company Stock Options or the net exercise of the Company Warrant); (C) subject to Section 6.17, the Pre-Merger Specified Litigation Loss Amount (accompanied by a detailed breakdown of the components thereof and reasonable backup for the amounts included in the calculation thereof); (D) the consideration that each such Stockholder is entitled to receive pursuant to Section 1.7.1(b)(i), Section 1.7.1(c)(i), Section 1.7.1(d)(i) or Section 1.7.1(e)(i), as applicable; (E) the maximum amount of consideration that each such Stockholder may become entitled to receive pursuant to Section 1.7.1(b)(ii), Section 1.7.1(c)(ii), Section 1.7.1(d)(ii) or Section 1.7.1(e)(ii), as applicable; and (F) the holder of, the exercise price per share of, the number of shares of Company Common Stock subject to, the vesting schedule (including the effect of any vesting as a result of the Merger or any of the other Contemplated Transactions, alone or together with any other event) applicable to and the expiration date of each Company Stock Option outstanding immediately prior to the Effective Time (after giving effect to any exercises of Company Stock Options prior to the Effective Time).
Closing Payment Schedule. Not later than two Business Days prior to the scheduled Closing Date, Company shall deliver to Parent a definitive closing payment schedule (the “Closing Payment Schedule”) certified by the Chief Executive Officer and Controller of Company and by the Stockholders’ Representative and setting forth (i) the name of each Securityholder immediately prior to the Effective Time, (ii) the number, class and series of shares of Company Capital Stock held by each such Securityholder immediately prior to the Effective Time, (iii) the name of each holder of Company Options immediately prior to the Effective Time, (iv) the number of In-the-Money Company Options held by each such holder of In-the-Money Company Options immediately prior to the Effective Time, (v) the number of Out-of-the Money Company Options held by each such holder of Out-of-the Money Options immediately prior to the Effective Time, (vi) the name of each Person entitled to receive any payment of Transaction Expenses and the aggregate amount of Transaction Expenses payable to each such Person, (vii) the calculation of the Estimated Merger Consideration, including the Estimated Adjusted Working Capital, (viii) the amount to be contributed to the Escrow Fund on behalf of each Controlling Stockholder, and (ix) the aggregate Up Front Merger Consideration payable to each Securityholder pursuant to Subsections 2.6(a) through 2.6(c) and 2.6(e). Company and the Controlling Stockholders agree that the Merger qualifies as a “Sale Event” within the meaning specified in the Company Certificate of Incorporation and the Closing Payment Schedule shall be prepared consistent with the liquidation provisions set forth in the Company Certificate of Incorporation. Parent, the Surviving Corporation and the Stockholders’ Representative shall be entitled to rely conclusively on the Closing Payment Schedule and shall have no liability to any Securityholders with respect to the calculation of the Common Stock Per Share Merger Consideration, Series A-1 Per Share Merger Consideration, Series A-2 Per Share Merger Consideration and the Company Option-Based Merger Consideration if the Final Merger Consideration is distributed in accordance with the Closing Payment Schedule.
Closing Payment Schedule. (a) Two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent a definitive closing schedule (the “Closing Payment Schedule”), duly certified by the President of the Company as accurately setting forth (to the extent practicable as of such date):
Closing Payment Schedule. At the Closing, Target shall deliver to Acquiror the Representative Confirmation Letters and a definitive closing payment schedule (the “Closing Payment Schedule”), certified by the Chief Financial Officer of Target, in the form set forth in Section 2.9 of the Target Disclosure Schedule and setting forth: (i) the name of each holder of Target Capital Stock immediately prior to the Effective Time, (ii) the number, class and series of shares of Target Capital Stock held by each such holder immediately prior to the Effective Time; (iii) the pro rata amount of the Series A Aggregate Liquidation Preference Amount which each holder of Series A Preferred Stock is eligible to receive; (iv) the pro rata amount of the Series B Aggregate Liquidation Preference Amount which each holder of Series B Preferred Stock is eligible to receive; (v) the name of each holder of Target Options and Target Restricted Stock immediately prior to the Effective Time; (vi) the calculation of the Merger Consideration taking into consideration any Closing Adjustment Amounts; (vii) the number of Target Options and Target Restricted Stock held by each holder of Target Options and Target Restricted Stock immediately prior to the Effective Time; (vii) the aggregate Per Share Consideration each holder of Target Capital Stock, Target Options and Target Restricted Stock is eligible to receive; (viii) the Escrow Pro Rata Share for each Security Holder for purposes of any payments to be made pursuant to Section 2.15(e) and Section 9.2(b), (ix) the amount to be contributed to the Indemnification Escrow, the Purchase Price Adjustment Escrow and the Stockholders’ Agent Expense Escrow on behalf of each Security Holder pursuant to Section 2.9 and (x) for each holder of Target Preferred Stock, the aggregate amount of the Series A Aggregate Liquidation Preference Amount, Series B Aggregate Liquidation Preference Amount and Per Share Consideration to be paid in cash and Acquiror Common Stock.
Closing Payment Schedule. At least three (3) Business Days prior to the Closing, the Company shall deliver to Buyer a definitive payment schedule (the “Closing Payment Schedule”), certified by an authorized officer of the Company, setting forth:
Closing Payment Schedule. At the Closing, Target shall deliver to Acquiror a definitive closing payment schedule (the “Closing Payment Schedule”) certified by the Chief Executive Officer of Target and accurately setting forth: (i) the name of each Target Stockholder immediately prior to the Effective Time, (ii) the number of shares of Target Common Stock held by each such Target Stockholder immediately prior to the Effective Time, (iii) the Closing Acquiror Shares allocable to each Target Stockholder, (iv) the Escrow Acquiror Shares allocable to each Target Stockholder, (v) the percentage of any Royalty Payments allocable to each Target Stockholder, and (vi) if any, the amounts required to be deducted and withheld from the consideration otherwise payable to each such Target Stockholder with respect to the payments or any other Tax withholding obligation in respect of the Merger under the Code or any other Tax law.
Closing Payment Schedule. (a) At least two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent and the Payment Agent a definitive closing payment schedule (the “Closing Payment Schedule”) in the format of, and using the formulae set forth in, an Excel spreadsheet previously reviewed by the parties, a copy of which is attached as attached Schedule 2.08, executed by an executive officer of the Company, which schedule shall reflect all payments to which the Shareholders, the holders of Company Stock Options and the holders of Company Warrants shall be entitled at Closing in accordance with this Article 2 and shall set forth the following and contain a representation and warranty of the Company as to the accuracy and completeness thereof, in each case as of the Closing:
Closing Payment Schedule. At the Closing, Target shall deliver to Acquiror the Representative Confirmation Letters and a definitive closing payment schedule (the “Closing Payment Schedule”) certified by the Target’s Chief Executive Officer and setting forth: (i) the name of each stockholder of Target immediately prior to the Effective Time, (ii) the number, class and series of shares of Target Capital Stock held by each such stockholder immediately prior to the Effective Time, (iii) the aggregate Senior Per Share Consideration and/or Prior Per Share Consideration (if any) which each such stockholder is eligible to receive; (iv) the calculation of the Purchase Price, including the Working Capital Amount, the Merger Consideration, the Retention Pool Amount and the Target Transaction Expenses, (v) the amount of the Retention Pool Amount to be allocated to each Retention Employee, (vi) the Escrow Amount to be deposited in the Escrow Fund on behalf of each holder of Target Preferred Stock and (vii) the Stockholders’ Agent Expense Amount to be deposited in the Stockholders’ Agent Expense Account. A preliminary version of the Closing Payment Schedule shall be provided by Target to Acquiror at least five (5) business days prior to the Closing.
Closing Payment Schedule. At the Closing, Cilion shall deliver to Aemetis a definitive closing payment schedule (the “Closing Payment Schedule”) certified by the President of Cilion (solely in his capacity as such) and accurately setting forth: (i) the name of each Securityholder of Cilion immediately prior to the Effective Time; (ii) the number of shares of Cilion Capital Stock held by each such Securityholder immediately prior to the Effective Time; (iii) the aggregate Merger Consideration which each Securityholder is eligible to receive, including the allocation of Cash Merger Consideration, Stock Merger Consideration and Contingent Merger Consideration for each such holder; (iv) each Securityholder’s status as an Accredited Investor based upon completion of an Accredited Investor Questionnaire (to the extent completed by such Securityholder and submitted to Cilion); (v) the Closing Date Cash Balance; and (vi) the Closing Date Indebtedness. The Closing Payment Schedule shall be subject to update by the Securityholders’ Representative from time to time after the Closing to reflect any Dissenting Shares and any corresponding changes (neither such updates nor the information updated shall be deemed inaccuracies in the Closing Payment Schedule).
