Closing Payment Schedule Clause Samples

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. 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: (a) the name and address of each Equityholder immediately prior to the Closing; (b) the Shares, Company Options and Company Warrants held by each Equityholder immediately prior to the Closing (including with respect to the Company Options and Company Warrants, the portion vested and unvested as of immediately prior to the Closing, after taking into account any existing acceleration provisions included in the respective Company Option grant letters and Company Warrants); (c) the Company’s calculation of the Purchase Price (including Estimated Closing Cash, Estimated Indebtedness, Estimated Unpaid Company Transaction Expenses and Estimated Net Working Capital); (d) with respect to each Equityholder, the portion of the Purchase Price allocated to such Equityholder (or, with respect to holders of Company 102 Options and Company 102 Shares, allocated to the 102 Trustee on behalf of such holders) at the Closing pursuant to Sections 1.2(a), (b), (c), (d), (e) and (f); (e) the amount to be contributed to the Indemnification Escrow Amount and Special Escrow Amount on behalf of each Equityholder (assuming the release of the full Indemnification Escrow Amount, Special Escrow Amount and the Representative Expense Fund to the Equityholders and assuming no payments pursuant to Section 1.4(c) (i.e. no Purchase Price adjustment)); (f) the amount to be contributed to the Representative Expense Fund on behalf of each Equityholder (assuming the release of the full Indemnification Escrow Amount, Special Escrow Amount and the Representative Expense Fund to the Equityholders and assuming no payments pursuant to Section 1.4(c) (i.e. no Purchase Price adjustment); and

Closing Payment Schedule. Aemetis shall have received the Closing Payment Schedule, as updated through Closing.

Closing Payment Schedule. Two business days prior to the Closing, the Company shall provide to Buyer (i) a true and complete schedule of (x) the Debt as of such date, and (y) the Company Transaction Expenses as of such date, together with information as to the amounts of Company Transaction Expenses that have and have not been paid, (ii) a true and complete schedule setting forth the name of each optionholder and the number of Company Stock Options held by such optionholder and the exercise price of each Company Stock Option outstanding as of immediately prior to the Closing (before giving effect to Section 1.17), (iii) an estimated Closing Statement setting forth a good faith estimate as of such date of the Working Capital as of the Closing Date and (iv) such additional information as is reasonably requested by Buyer in order to determine the amount to be paid to the Sellers and optionholders (the "Closing Payment Schedule"). Upon delivery to the Buyer, the Closing Payment Schedule shall be certified by the Company's chief financial officer.

Closing Payment Schedule. Acquiror shall have received the Closing Payment Schedule, accompanied by reasonably detailed supporting documentation reasonably satisfactory to Acquiror (including written confirmations, in a form satisfactory to Acquiror) from those Representatives of Target identified by Acquiror as to all amounts paid, owed and to be owed by Target with respect to services performed by them through the Closing Date (or following the Closing Date with respect to the transactions contemplated hereby).

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).

Closing Payment Schedule. At least three (3) Business Days prior to the Closing Date, the Sellers’ Representative will prepare and deliver to the Purchaser an estimate of the Closing Payment, together with the Estimated Closing Certificate described in Section 2.6(a). Additionally, on the day before the Closing, the Sellers’ Representative will deliver to the Purchaser a schedule indicating the Applicable Portion to be paid to each Seller at Closing (the “Closing Payment Schedule”). The Closing Payment Schedule shall set forth the following: (i) the name of each Blocker Stockholder and each Equityholder, and the number, class and series of Purchased Securities held by such Person immediately prior to the Closing Date, and each Seller’s Applicable Portion; (ii) (A) the name of each Incentive Unit Holder, (B) the number of Vested Incentive Units held by such holder immediately prior to the Closing Date and (C) the amount of the Incentive Unit Payout each Incentive Unit Holder is entitled to receive; (iii) the amount of Indebtedness of the Acquired Companies, including a breakdown by Person of amounts owed and wire transfer instructions for each such Person to be paid at Closing; and (iv) the amount of unpaid Company Transaction Expenses, including a breakdown by Person of amounts owed and wire transfer instructions for each such Person to be paid at Closing.

Closing Payment Schedule. Acquiror shall have received the Closing Payment Schedule.

Closing Payment Schedule. The Closing Payment Schedule is accurate and complete and that no Vendor shall have any cause of action against any Purchaser Indemnified Party, the Corporation or any other Person based on any alleged inaccuracy of the information set forth therein.