Merger Consideration Spreadsheet. At the Closing, the Company will cause to be prepared and delivered to Parent a spreadsheet, in customary form reasonably acceptable to Parent, dated and setting forth as of the Closing the following information relating to the holders of Company Common Stock and Preferred Stock: (a) the names and addresses (including email addresses), of all such holders; (b) the number and type of Company Capital Stock held by such holders and, the respective Certificate numbers held; (c) the cash and Parent shares payable to each such holder pursuant to this Agreement on the Closing Date and the Closing Date Balance Statement; (d) the Parent Shares to be contributed to the Escrow on behalf of each such holder; and (e) such other information relevant thereto that may be necessary for Wilmington Trust Corporation or such other escrow agent as Parent and the Company may mutually agree (the “Escrow Agent”) to undertake its obligations with respect to the Parent Shares and that the Escrow Agent requests at least two (2) Business Days before the Closing Date (the “Merger Consideration Spreadsheet”). Prior to the distribution of each of the Escrow and the Earnout Amount, the Holders’ Agent shall cause to be prepared and delivered to Parent a revised spreadsheet setting forth as of the date for distribution of any portion of the Escrow or the Earnout Amount, the Parent Shares payable to each holder of Company Common Stock and Preferred Stock pursuant to this Agreement in connection and as of the date of the distribution of such amounts. For purposes of the distribution of Parent Shares to Company Stockholders pursuant to this Agreement, the Parent Shares so payable shall be valued at the fair market value of such Parent Shares, which fair market value shall be the trailing five day average closing price of such Parent Shares ending on the trading day immediately prior to the date that such Parent Shares become eligible for distribution if such Parent Shares are then publicly traded and if such Parent Shares are not then publicly traded, shall be reasonably determined by the Holders’ Agent. The Merger Consideration Spreadsheet and all revisions thereto shall be consistent with the Company’s certificate of incorporation in effect as of immediately prior to the Effective Time.
Merger Consideration Spreadsheet. At the Closing the Merger Consideration Spreadsheet will be complete and accurate in all material respects. The allocation of cash and Parent Shares to the Company Stockholders in accordance with the Merger Consideration Spreadsheet fully complies with the Company’s Certificate of Incorporation in effect on the Closing Date and applicable state and federal laws.
Merger Consideration Spreadsheet. (a) Parent and the Exchange Agent shall be entitled to rely conclusively on the information set forth in the Merger Consideration Spreadsheet with respect to distribution of the Merger Consideration, and no Person shall have any cause of action against Parent or the Exchange Agent for any action taken by Parent or the Exchange Agent in accordance with and in reliance upon any such information.
Merger Consideration Spreadsheet. Promptly following the determination of Estimated Initial Merger Consideration pursuant to Section 2.7 and no later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a spreadsheet in the form of Exhibit K (the “Consideration Spreadsheet”), certified by the Chief Executive Officer or Chief Financial Officer of the Company, setting forth the information requested therein as of the Effective Time.
Merger Consideration Spreadsheet. At least three business days prior to the Closing, the Company shall have provided to Parent the Merger Consideration Spreadsheet, certified as accurate and complete as of the Closing Date by the Company. In addition, at least three business days prior to the Closing, the Company shall have provided to Parent a schedule in the form of Schedule 2.3 to the Disclosure Memorandum that is updated as of the Closing Date and shall have made each of the representations and warranties set for in Section 2.3 as of the Closing Date. Such schedule and representations and warranties may be delivered and made as part of the Merger Consideration Spreadsheet.
Merger Consideration Spreadsheet. The Company shall deliver to Parent, not less than five (5) Business Days prior to the Closing Date, a spreadsheet in a form reasonably acceptable to Parent, containing the following information, together with a certificate duly executed on behalf of the Company by the chief executive officer and chief financial officer of the Company, containing the representation and warranty of the Company that (x) all of such information is accurate and complete (and in the case of dollar amounts, properly calculated) as of the Closing, and (y) except for the shares of Company Capital Stock, Company Options and Company Warrants set forth in the Merger Consideration Spreadsheet, no security of the Company, no security instrument or obligation that is or may become convertible into or exchangeable for any security of the Company, and no subscription, option, share of restricted stock, restricted stock unit, stock appreciation right, call, convertible note, warrant or right (whether or not currently exercisable) to acquire any securities of the Company is authorized or outstanding immediately prior to the First Effective Time or will become authorized or outstanding at the First Effective Time (such spreadsheet and the accompanying certificate, the “Merger Consideration Spreadsheet”):
Merger Consideration Spreadsheet. (i) At least five Business Days before the Closing, the Company shall prepare and deliver to Buyer an updated spreadsheet (the “Merger Consideration Spreadsheet”), certified by the Chief Executive Officer of the Company, which sets forth, as of the Closing Date: (A) the names and addresses of all Company Shareholders and the number of shares of Company Stock held by such Persons; (B) good faith estimates of Working Capital (the “Estimated Working Capital”), Closing Indebtedness (the “Estimated Indebtedness”), and Company Closing Cash (the “Estimated Cash”); (C) a reasonably detailed calculation of the Closing Merger Consideration based upon such estimates (the “Estimated Closing Merger Consideration”), (D) each Company Shareholder’s and Vested Optionholder’s allocation of the Estimated Closing Merger Consideration expressed as both a percentage interest and in terms of the number of Buyer Exchangeable Shares to be issued to each such Person, and (E) each Company Shareholder’s and Vested Optionholder’s allocation of the Earnout Consideration expressed as a percentage interest.
Merger Consideration Spreadsheet. Purchaser and the Company have jointly prepared a spreadsheet attached hereto as Schedule A (the “Final Merger Consideration Spreadsheet”) setting forth the definitive allocation of the shares of Consideration Common Stock to be paid to each Company Stockholder for his, her or its shares of Company Capital Stock in the Merger, as determined in accordance with the foregoing provision of Section 3(a). Following Purchaser’s receipt of a completed and signed letter of transmittal in the form of Exhibit C attached hereto (a “Letter of Transmittal”) from a Company Stockholder, together with the stock certificates (or a duly completed and signed affidavit of lost certificate in lieu thereof) representing such Company Stockholder’s shares of Company Capital Stock, the Stockholder Questionnaire in the form attached hereto as Exhibit D (the “Stockholder Questionnaire”), a joinder to the Stockholders’ Agreement in the form attached hereto as Exhibit E (the “Stockholders’ Agreement Joinder”), and a joinder to this Agreement in the form attached hereto as Exhibit F (the “Merger Agreement Joinder”) Purchaser shall deliver to each Company Stockholder a stock certificate representing the shares of Consideration Common Stock to be issued to such Company Stockholder in accordance with the Final Merger Consideration Spreadsheet.
Merger Consideration Spreadsheet. (i) The Merger Consideration Spreadsheet sets forth (i) the name of each Company Holder, (ii) the address of each Company Holder, (iii) the telephone number and facsimile number for each Company Holder, (iv) each Company Holder’s Cash Pro-Rata Portion, (v) each Company Holder’s Earnout Pro-Rata Portion and (vi) each Company Holder’s Escrow Pro-Rata Portion.
Merger Consideration Spreadsheet. The Company will prepare and deliver to Parent at least 48 hours prior to the Closing the Merger Consideration Spreadsheet certified on the date hereof by the Chief Financial Officer of the Company.
