Closing Consideration Spreadsheet Clause Samples
The Closing Consideration Spreadsheet clause defines the requirement for preparing and delivering a detailed spreadsheet that outlines the final purchase price and its components at the closing of a transaction. This spreadsheet typically includes calculations for adjustments such as working capital, debt, cash, and other relevant financial metrics, and is often prepared by the seller and reviewed by the buyer prior to closing. Its core practical function is to ensure transparency and agreement on the final financial terms, thereby reducing the risk of post-closing disputes over the purchase price.
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Closing Consideration Spreadsheet. (a) At least ten (10) Business Days prior to the Closing, the Company shall deliver to Parent a spreadsheet (as finalized pursuant to this Section 3.4, the “Closing Consideration Spreadsheet”), prepared by the Company in good faith in accordance with this Agreement and setting forth the following, in each case, as of immediately prior to the Effective Time, based, when relevant, on assumptions reasonably acceptable to Parent which are described in detail in the Closing Consideration Spreadsheet:
(i) the name and address of record of each Company Shareholder and the number and class, type or series of shares of Company Ordinary Shares held by each;
(ii) the names of record of each holder of Vested Company Options, and the exercise price, number of shares of Company Ordinary Shares subject to each Vested Option held by it;
(iii) the names of record of each holder of Unvested Company Options, and the exercise price, number of shares of Company Ordinary Shares subject to each such Unvested Company Option held by it and vesting arrangements with respect to each such Unvested Company Option (including the vesting schedule, vesting commencement date, date fully vested);
(iv) the number of Fully Diluted Company Shares;
(v) the aggregate number of Option Shares;
(vi) detailed calculations of each of the following (in each case, determined without regard to withholding):
(1) the portion of Closing Merger Consideration Shares and Earnout Shares (to be held in escrow) payable to each named Company Shareholder for each share of Company Ordinary Shares held by it;
(2) the Closing Exchange Ratio;
(3) for each Converted Stock Option, the exercise price therefor and the number of shares of PubCo Common Shares subject to such Converted Stock Option and whether such Converted Stock Option constitutes a Vested Company Option or Unvested Company Option; and
(4) the aggregate number of shares of PubCo Common Shares issuable upon exercise of all the Converted Stock Options.
(vii) any explanatory or supporting information, including calculations, as Parent may reasonably request.
(b) The contents of the Closing Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by ▇▇▇▇▇▇, and shall comport with the provisions of this Agreement, but the Company shall, in all events, remain solely responsible for the contents of the Closing Consideration Spreadsheet. Under no circumstances shall Parent or Merger Sub be responsible for the ...
Closing Consideration Spreadsheet. (i) At least three (3) Business Days prior to the Closing, the Company shall, and the Member Parties shall cause the Company to, deliver to Parent a spreadsheet certified as complete and accurate by the Chief Executive Officer of the Company (the “Closing Consideration 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: (1) the calculation of the Closing Cash Preferred Consideration, Closing Cash Ordinary Consideration, Closing Cash Consideration and all components thereof, including its good faith estimate of the Closing Net Working Capital Amount, the Closing Indebtedness, the Transaction Expenses not paid as of the Closing, the Change In Control Payments payable upon the Closing and not paid as of the Closing and Pre-Closing Taxes not paid as of the Closing; (2) the calculation of the Closing Stock Preferred Consideration, the Closing Stock Ordinary Consideration and the Closing Stock Consideration; (3) with respect to each Member: (i) the name, address and email address of such Member, (ii) whether such Member is a current or former employee of the Company, (iii) the Membership Interests held by such Member, (iv) the date of acquisition of such Membership Interests, (v) whether any Taxes are to be withheld in accordance with Section 1.4 from the consideration that such Member is entitled to receive, (vi) the portion of the Closing Cash Consideration that such Member is entitled to receive in the Transaction, (vii) the portion of the Closing Stock Preferred Consideration, Closing Stock Ordinary Consideration and the Closing Stock Consideration that such Member is entitled to receive in the Transaction, (viii) the Pro Rata Ordinary Payment Portion and Pro Rata Indemnity Portion of such Member, and (ix) the amount of cash to be deposited into the Escrow Fund on behalf of such Member pursuant to the terms of this Agreement.
(ii) In the event that any information set forth in the Closing Consideration Spreadsheet becomes inaccurate at any time prior to the Closing, the Company shall, and the Member Parties shall cause the Company to, deliver a revised Closing Consideration Spreadsheet, together with a
(iii) The Company and each Member acknowledges and agrees that Parent, Escrow Agent and Parent’s agents shall be entitled to rely on the allocation of the Closing Consi...
Closing Consideration Spreadsheet. (a) At least two Business Days prior to the Closing, the Company shall deliver to Parent a spreadsheet (the “Closing Consideration Spreadsheet”), prepared by the Company in good faith and detailing the following, in each case, as of immediately prior to the Merger Effective Time:
(i) the name and address of record, if known, of each Company Stockholder and the number of shares of Company Capital Stock held by such Company Stockholder;
(ii) the names of record of each holder of Company Warrant, and the exercise price, number of shares of Company Capital Stock subject to each Company Warrant held by such holder;
(iii) the number of Aggregate Fully Diluted Company Shares; and
(iv) detailed calculations of each of the following (in each case, determined without regard to withholding):
(1) Aggregate Merger Consideration;
(2) the Per Share Merger Consideration;
(3) the Consideration Ratio; and
(4) for each Company Converted Warrant, the exercise price therefor and the number of shares of PubCo Common Stock subject to such Company Converted Warrant.
(b) The contents of the Closing Consideration Spreadsheet delivered by the Company hereunder shall be subject to reasonable review and comment by Parent, but the Company shall, in all events, remain solely responsible for the contents of the Closing Consideration Spreadsheet. The parties hereto agree that Parent and Exchange Agent shall be entitled to rely on the Closing Consideration Spreadsheet in issuing shares of PubCo Common Stock in accordance with this ARTICLE III, including Section 3.3.
Closing Consideration Spreadsheet. The Company will prepare and deliver to Parent, no less than three Business Days prior to the Closing, an update to the Consideration Spreadsheet setting forth any changes in amounts due to a change in the estimated time of the Closing and any Dissenting Shares not entitled to any of the Closing Merger Consideration (the “Closing Consideration Spreadsheet”).
Closing Consideration Spreadsheet. (a) Closing Consideration Spreadsheet. Attached hereto as Exhibit C is a spreadsheet (the “Closing Consideration Spreadsheet”) setting forth all of the following information, estimated as of the Closing Date: (a) correct names of all Members and their respective addresses and taxpayer identification numbers (and such other information as Purchaser may reasonably request) as reflected in the records of the Company; (b) the amount and type of Units held by each of such Members and the Pro Rata Portions of such Members; (c) the amount of the Purchase Price payable to each Member in connection with the Closing; (d) the manner in which any distribution of the Escrow Amount will be distributed among the Members and the manner in which each such distribution will be calculated; (e) the aggregate amount of Company Debt, along with a breakdown by lender, amount of Company Debt and the wire transfer information of each lender; (f) the amount of Specified Transaction Expenses (including an itemized list of each such Specified Transaction Expense indicating the general nature of such expense (e.g., legal, accounting, etc.), and the Person to whom such expense is owed) and the wire transfer information of each such Person; (g) the Escrow Amount; (h) the Contingency Amount; (i) the aggregate amount of Company Change in Control Payments, and (j) the amount of Company Cash, along with a breakdown by Person entitled to receive such payments. In no event will the aggregate amount payable by Purchaser set forth on the Closing Consideration Spreadsheet, or any update thereto, exceed $60,000,000, as adjusted up or down by the amount of the Company Cash and the Final Adjustment Amount.
Closing Consideration Spreadsheet. The Company, on behalf of the Company Securityholders, will prepare and deliver to Parent, no less than two Business Days prior to the Closing, an update to the Consideration Spreadsheet setting forth any changes in amounts due to the estimated time of the Closing or changes in the other inputs to the calculations contemplated thereby (the “Closing Consideration Spreadsheet”).