Common use of Closing Calculations Clause in Contracts

Closing Calculations. Newco and the Company shall deliver to SPAC, no later than three (3) Business Days prior to the Closing Date written notice (the “Closing Payments Schedule”) setting forth: (a) the calculation of the Newco Shareholder Consideration and (b) the allocation of the Newco Shareholder Consideration among the Newco Shareholders. Newco and the Company shall also deliver to SPAC, (x) a certificate of the Chief Financial Officer of Newco certifying that the amounts set forth in the Closing Payments Schedule have been prepared in accordance with this Agreement and Newco’s and the Company’s Governing Documents and (y) reasonable relevant supporting documentation used by Newco and the Company in calculating such amounts. SPAC and its Representatives shall have a reasonable opportunity to review and to discuss with Newco and its Representatives the documentation provided pursuant to this Section 3.7 and any relevant books and records of Newco and its Subsidiaries. Newco and its Representatives shall reasonably assist SPAC and its Representatives in its review of the documentation and shall consider in good faith SPAC’s comments to the Closing Payments Schedule, and if any adjustments are made to the Closing Payments Schedule prior to the Closing, such adjusted Closing Payments Schedule shall thereafter become the Closing Payments Schedule for all purposes of this Agreement. The Closing Payments Schedule and the determinations contained therein shall be prepared in accordance with the applicable definitions contained in this Agreement. New PubCo, SPAC, First Merger Sub, Second Merger Sub and Third Merger Sub will be entitled to rely in all respects upon the Closing Payments Schedule.

Closing Calculations. Newco The Company Shareholder and the Company Merger Sub shall deliver to SPACSPAC and to Opportunity, no later than three two (32) Business Days prior to the Closing Date Date, a written notice (the “Closing Payments Payment Schedule”) setting forth: (a) forth the calculation of the Newco Merger Sub Shareholder Consideration Consideration, including (i) the Equity Value (including any adjustments in respect of any Excess of Company Transaction Expenses) and (bii) the allocation of the Newco Shareholder Consideration among the Newco Shareholders. Newco and the Company shall also deliver to SPACPer Share Consideration, (x) a certificate of the Chief Financial Officer of Newco certifying that the amounts set forth in the Closing Payments Schedule have been prepared in accordance together with this Agreement and Newco’s and the Company’s Governing Documents and (y) reasonable relevant supporting documentation used by Newco and the Company in calculating such amounts. SPAC SPAC, Opportunity and its their respective Representatives shall have a reasonable opportunity to review and to discuss with Newco Company Shareholder and its Representatives the documentation provided pursuant to this Section 3.7 3.6 and any relevant books and records of Newco Merger Sub and its Subsidiaries. Newco The Company Shareholder and its Representatives shall reasonably assist SPAC and its cooperate with SPAC, Opportunity and their respetive Representatives in its their review of the documentation and shall consider in good faith SPAC’s and Opportunity’s comments to the Closing Payments Payment Schedule, and if any adjustments are made to the Closing Payments Payment Schedule prior to the Closing, such adjusted Closing Payments Payment Schedule shall thereafter become the Closing Payments Schedule for all purposes of this Agreement. The Closing Payments Payment Schedule and the determinations contained therein shall be prepared in accordance with the applicable definitions contained in this Agreement. New PubCo, SPAC, First Merger Sub, Second Merger Sub and Third Merger Sub SPAC will be entitled to rely in all respects upon the Closing Payments Payment Schedule.

Closing Calculations. Newco Promptly following delivery by SPAC of the SPAC Financing Certificate pursuant to Section 3.5 and the Company shall deliver of the Company Financing Certificate pursuant to SPACSection 3.6 and, no later in any event, not less than three two (32) Business Days prior to the Closing Date and based solely upon the SPAC Financing Certificate and the Company Financing Certificate, the Company shall deliver to the SPAC a written notice (the “Closing Payments Payment Schedule”) setting forth: forth the calculation of (a) the calculation of the Newco Merger Sub Shareholder Consideration and Consideration, (b) the allocation of the Newco Shareholder Consideration among the Newco Shareholders. Newco and the Company shall also deliver to SPAC, (x) a certificate of the Chief Financial Officer of Newco certifying that the amounts set forth in the Closing Payments Schedule have been prepared in accordance with this Agreement and Newco’s and the Company’s Governing Documents Equity Value and (yc) the Per Share Consideration, together with reasonable relevant supporting documentation used by Newco and the Company in calculating such amounts. SPAC and its Representatives shall have a reasonable opportunity to review and to discuss with Newco the Company and its Representatives the documentation provided pursuant to this Section 3.7 and any relevant books and records of Newco the Company and its Subsidiaries. Newco The Company and its Representatives shall reasonably assist and cooperate with SPAC and its Representatives in its their review of the documentation and shall consider in good faith SPAC’s comments to the Closing Payments Payment Schedule, and if any adjustments are made to the Closing Payments Payment Schedule prior to the Closing, such adjusted Closing Payments Payment Schedule shall be final and binding on all Parties and shall thereafter become the Closing Payments Schedule for all purposes of this Agreement. The Closing Payments Payment Schedule and the determinations contained therein shall be prepared in accordance with the applicable definitions contained in this Agreement. New PubCo, SPAC, First Merger Sub, Second Merger Sub and Third Merger Sub SPAC will be entitled to rely in all respects upon the Closing Payment Schedule. SPAC shall, to the fullest extent permitted by applicable Legal Requirements, be entitled to rely fully on the information set forth in the Closing Payments Schedule, absent manifest error.

Closing Calculations. Newco Promptly following delivery by SPAC of the SPAC Financing Certificate pursuant to Section 3.5 and the Company shall deliver of the Company Financing Certificate pursuant to SPACSection 3.6 and, no later in any event, not less than three (3) Business Days prior to the Closing Date and based solely upon the SPAC Financing Certificate and the Company Financing Certificate, the Company shall deliver to SPAC a written notice (the “Closing Payments Payment Schedule”) setting forth: forth the calculation of (a) the calculation of Company Value and the Newco Exchange Ratio, (b) the Aggregate Company Shareholder Consideration Consideration, the Rollover Options and the New PubCo Earnout Shares (collectively, the “Transaction Consideration”) and (bc) the allocation of the Newco Shareholder Transaction Consideration among the Newco Shareholders. Newco holders of Company Ordinary Shares, the holders of Company Options and the Company shall also deliver counterparties to SPACthe Earnout Agreements, (x) a certificate of the Chief Financial Officer of Newco certifying that the amounts set forth in the Closing Payments Schedule have been prepared in accordance together with this Agreement and Newco’s and the Company’s Governing Documents and (y) reasonable relevant supporting documentation used by Newco and the Company in calculating such amounts. SPAC and its Representatives shall have a reasonable opportunity to review and to discuss with Newco the Company and its Representatives the documentation provided pursuant to this Section 3.7 and any relevant books and records of Newco the Company and its Subsidiaries. Newco The Company and its Representatives shall reasonably assist and cooperate with SPAC and its Representatives in its their review of the documentation and shall consider in good faith SPAC’s comments to the Closing Payments Payment Schedule, and if any adjustments are made to the Closing Payments Payment Schedule prior to the Closing, such adjusted Closing Payments Payment Schedule shall be final and binding on all Parties and shall thereafter become the Closing Payments Schedule for all purposes of this Agreement. The Closing Payments Payment Schedule and the determinations contained therein shall be prepared in accordance with the applicable definitions contained in this Agreement. New PubCoSPAC shall, SPACto the fullest extent permitted by applicable Legal Requirements, First Merger Sub, Second Merger Sub and Third Merger Sub will be entitled to rely fully on the information set forth in all respects upon the Closing Payments Schedule, absent manifest error.