Closing Date Spreadsheet Sample Clauses

Closing Date Spreadsheet. The Company shall deliver to Parent a spreadsheet (the “Closing Date Spreadsheet”) substantially in the form attached hereto as Schedule 6.14(a), which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing Date and which shall include, among other things, as of the Closing, (i) (A) the names of all Company Stockholders and their respective addresses as stated on the books and records of the Company, (B) the number and type of shares of Company Capital Stock held by such Company Stockholder, (C) the liquidation preference applicable to each share of Company Preferred Stock or Class A Common Stock, (D) the aggregate per share amount of Adjusted Merger Consideration (less the Base Escrow Amount, the Sales Tax Escrow Amount and the Securityholder Representative Expenses Reserve) payable to each Company Stockholder as of the Closing Date, (E) (x) each Company Stockholder’s portion, determined in accordance with the Company’s certificate of incorporation (as amended by the Charter Amendment) of the Adjusted Merger Consideration (less the Base Escrow Amount, the Sales Tax Escrow Amount and the Securityholder Representative Expenses Reserve) and, (y) for purposes of indemnification claims to the extent the amount of any such claim exceeds the amounts in the Escrow Fund available at such time to satisfy such claim, each Company Stockholder’s resulting percentage of the aggregate merger consideration paid to date, and (F) such other information relevant thereto which Parent or the Securityholder Representative may reasonably request, and (ii) (A) the names of all former holders of Company Warrants and their respective addresses as stated on the books and records of the Company, (B) the number and type of shares of Company Capital Stock underlying each Company Warrant held by such holder, (C) the exercise price of each such Company Warrant, (D) the aggregate per share amount of Adjusted Merger Consideration (less the Base Escrow Amount, the Sales Tax Escrow Amount and the Securityholder Representative Expenses Reserve) payable to each holder of a Company Warrant as of the Closing Date with respect to all Company Warrants held by such holder (after deduction of the aggregate exercise price of all such Company Warrants), (E) (x) each former holder of Company Warrants’s portion, determined in accordance with the Company’s certificate of incorporation (as amended by the Charter A...
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Closing Date Spreadsheet. Parent shall have received the Closing Date Spreadsheet, certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing Date.
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Related to Closing Date Spreadsheet

  • Closing Date Certificate Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

  • Closing Date Balance Sheet (a) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Shareholders' Representative a draft Closing Date Balance Sheet, which shall be prepared (i) in accordance with GAAP applied in a manner consistent with the past practice of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet and the calculation of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

  • Closing Date Deliveries On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Purchase Option.

  • Closing Date Delivery 2 2.1 Closing Date....................................................................................... 2 2.2 Delivery........................................................................................... 2

  • Closing Certificates; Etc The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: