Closing Spreadsheet Clause Samples

Closing Spreadsheet. The Company shall prepare and deliver to Parent a spreadsheet (the “Closing Spreadsheet”) at least five (5) Business Days prior to the Closing and reasonably satisfactory to Parent, which Closing Spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (a) the names of all the Company Security Holders and their respective addresses and, where available, email addresses; (b) the number and class of shares of Company Capital Stock held by each of the Company Stockholders, including the respective certificate numbers and stockholder name exactly as shown on such certificate, the date of acquisition of all shares of Company Capital Stock held by such Stockholder and, with respect to any shares of Company Capital Stock issued on or after January 1, 2011 that are “covered securities” within the meaning of Treasury Regulations §1.6045-1(a)(15), the cost basis of such shares; (c) the number of shares of Company Capital Stock subject to, and the exercise price per share in effect for, each Company Option and Company Warrant; (d) the vesting status and schedule with respect to Company Options; (e) for each Company Option that was exercised, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price; (f) whether any Taxes are required to be withheld from any portion of the Total Merger Consideration payable to each Company Security Holder on account of the performance of services; (g) the calculation of Total Merger Consideration, the Aggregate Exercise Price Amount, Per Share Common Consideration, Per Share Series A Consideration, Per Shares Series B Consideration, Per Share Series C Consideration, Per Share Series D Consideration, Per Share Series D-1 Consideration, Per Share Series D-2 Consideration, Per Share Series D-3 Consideration, Per Share Series D-4 Consideration, Per Share Series E Consideration, Closing Working Capital, the Total Outstanding Shares, and the Total Outstanding Securities; (h) the Persons to whom Closing Indebtedness is owed and their respective payoff amounts and wire transfer instructions; (i) the Persons to whom Closing Third Party Expenses are owed and their respective payoff amounts and wire transfer instructions; and (j) the amount of cash payable to each Company Security Holder in accordance with the t...

Closing Spreadsheet. The Company has prepared and delivered to Purchaser and the Paying Agent, a spreadsheet (the “Closing Spreadsheet”) in a form reasonably acceptable to Purchaser, dated as of the date hereof, setting forth all of the following information (in addition to the other data and information reasonably requested by the Paying Agent), as of the Closing Date and immediately prior to the Closing: (a) the names and, to the extent known, email addresses of all the Stockholders, Warrantholders and Optionholders; (b) the number and class of Shares held by, or subject to Company Warrants or the Company Stock Options held by, such Persons and, in the case of outstanding Shares, the respective certificate numbers; (c) the exercise price per share of each Company Stock Option, whether such Company Stock Option is an incentive stock option (as defined in the Code) or a non-qualified stock option, and with respect to Options granted to Israeli taxpayers whether such Option was granted under Section 3(i) or Section 102, and whether the Optionholder is an employee of the Company or any Subsidiary and indicating which one; (d) the exercise price per share and expiration date for each Company Warrant; (e) the Preferred Amount, the Common Amount, the Net Value for each In-the-Money Option and the Net Value for each In-the-Money Warrant, each determined as of the Closing Date prior to any adjustments that may be made pursuant to this Agreement; (f) the Share Consideration Fraction of each Shareholder; (g) the Securities Consideration Fraction of each Shareholder, Optionholder and Warrantholder; (h) the Preferred Closing Payment Amount and Common Closing Payment Amount distributable to each Shareholder; (i) the Option Closing Payment Amount distributable to each Optionholder; (j) the Warrant Closing Payment Amount distributable to each Warrantholder; (k) each Participating Stockholder’s pro rata share of the Holdback Amount, expressed as a dollar amount; (l) each Participating Stockholder’s pro rata share of the Representative Fund, expressed as a dollar amount; and (m) the Total Share Amount, the Total Convertible Securities Amount and the Merger Consideration (in each case, prior to any adjustments in accordance with this Agreement).

Closing Spreadsheet. The Company shall prepare and deliver to Acquirer and the Paying Agent, no later than three (3) Business Days prior to the Closing, a spreadsheet (the “Closing Spreadsheet”), in a form reasonably acceptable to Acquirer and the Paying Agent, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective Time: (a) the names of all the Company Securityholders and their respective addresses and, where available, email addresses; (b) the number and kind of shares of Company Capital Stock held by, or subject to the Company Options held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the exercise price per share in effect for each Company Option; (d) the vesting status and schedule with respect to Company Options and Company Capital Stock (if any) and terms of the Company’s rights to repurchase such Company Capital Stock (including the repurchase price payable per share); (e) the calculation of Total Merger Consideration, Total Adjusted Merger Consideration, Founder Holdback Amount, Escrow Fund, Expense Fund, Per Share Amount, Closing Per Share Amount (with respect to each Effective Time Holder), Escrow Per Share Amount, Expense Fund Per Share Amount and Founder Holdback Per Share Amount; (f) with respect to each Effective Time Holder, the aggregate amount of cash payable to such Effective Time Holder pursuant to Sections 1.10(a)(i), 1.10(a)(ii) and 1.10(a)(iii); (g) with respect to each Company Optionholder, the aggregate Vested Company Option Cash Out Amount payable to such holder with respect to all Vested Company Options held by such Company Optionholder pursuant to Section 1.10(a)(iv); (h) the Pro Rata Share of each Effective Time Holder in the Escrow Fund and the Expense Fund; (i) the wire transfer instructions with respect to payments by the Acquirer pursuant to Sections 1.10(a)(i), 1.10(a)(ii), 1.10(b)(i), and 1.10(c); (j) the Persons to whom Estimated Company Indebtedness (with respect to indebtedness for borrowed money) and Estimated Company Transaction Expenses is owed and, in each case, their respective payoff amounts and wire transfer instructions; and (k) a separate column indicating whether each Company Securityholder will be paid by the Paying Agent or through Company payroll.

Closing Spreadsheet. (a) The Company shall prepare and deliver to Parent, not later than five (5) Business Days prior to the Closing Date a draft version, and not later than two (2) Business Days prior to the Closing Date, a final version of a spreadsheet (the “Closing Spreadsheet”) in form and substance reasonably satisfactory to Parent, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (i) an unaudited consolidated balance sheet of the Company as of the Closing prepared in accordance with the Accounting Principles; (ii) the calculation of: (A) the consolidated Working Capital of the Company as of the Closing (the “Closing Working Capital”); (B) the Closing Working Capital Shortfall, if any; (C) the aggregate amount of Indebtedness as of the Closing (the “Closing Indebtedness”), together with a breakdown thereof; and (D) the aggregate amount of all Transaction Expenses that are unpaid as of the Closing (the “Unpaid Transaction Expenses”), together with a breakdown thereof, in each case prepared in accordance with the Accounting Principles; (iii) the calculation of: (A) the Merger Consideration resulting from the amounts set forth in Section 1.9(a)(ii); (B) the Fully Diluted Shares; (C) the Per Share Merger Consideration, including the Per Share Cash Consideration and the Per Share Stock Consideration; and (D) each Indemnifying Party’s Pro Rata Portion; (iv) with respect to each Person who is a Stockholder immediately prior to the Effective Time: (A) the name and email address of such Stockholder; (B) the number, class and series of Shares held by such Stockholder (on a certificate-by-certificate basis and including certificate numbers); (C) the aggregate cash amount and aggregate number of shares of Parent Class A Common Stock payable and issuable, respectively, to such Stockholder pursuant to Section 1.6 before deduction of amounts to be contributed to the Expense Fund (on a certificate-by-certificate basis and in the aggregate); (D) the aggregate Pro Rata Portion of the Escrow Amount to be withheld in accordance with Section 1.8(f); (E) the aggregate Pro Rata Portion of the Expense Amount to be contributed to the Expense Fund from the consideration otherwise payable to such Stockholder pursuant to Section 1.6(a)(i); (F) the net cash amount to be paid to such Stockholder upon surrender of such Stockhold...

Closing Spreadsheet. (a) BT Assets shall prepare and deliver to PubCo, in accordance with this Section 6.3, a spreadsheet (the “Closing Spreadsheet”) in form and substance reasonably satisfactory to PubCo, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified in the Closing Spreadsheet), as of immediately prior to the Closing: (i) the calculation of aggregate cash amounts payable to BT Assets and BT OpCo pursuant to Section 2.1(a), and the total amount of Taxes to be withheld therefrom; (ii) the calculation of the amounts payable pursuant to each of the clauses (a) through (e) of Section 2.2; (iii) the calculation of the Aggregate Phantom Equity Consideration and the Phantom Equity Cash Consideration and Phantom Equity Non-Cash Consideration payable to each Phantom Equity Holder pursuant to Section 2.6, and the employer Taxes payable by PubCo, the BT Companies or their Subsidiaries with respect to the Aggregate Phantom Equity Consideration, the Phantom Equity Cash Consideration and Phantom Equity Non-Cash Consideration; (iv) the calculation of the BT Transaction Bonus Payments (including the cash and non-cash portions thereof), and the employer Taxes payable by PubCo, the BT Companies or their Subsidiaries with respect to the BT Transaction Bonus Payments; (v) the calculation of the aggregate PubCo Transaction Expenses (which information shall be supplied to BT Assets by PubCo as soon as practicable in advance of such delivery date for a draft Closing Spreadsheet set forth in Section 6.3(b) below); (vi) the calculation of the aggregate BT Transaction Expenses; and (vii) a funds flow memorandum setting forth applicable wire transfer instructions and other information reasonably requested by PubCo. (b) BT Assets shall prepare and deliver to PubCo a draft of the Closing Spreadsheet not later than five Business Days prior to the Closing Date and a final version of the Closing Spreadsheet to PubCo not later than two Business Days prior to the Closing Date. In the event that PubCo notifies BT Assets that there are errors in the draft of the Closing Spreadsheet, BT Assets and PubCo shall discuss the related items in good faith and BT Assets shall, upon reasonably determining that there are errors in the draft of the Closing Spreadsheet, correct such errors prior to delivering the final version of the same in accordance with this Section 6.3. Without limiting the fo...

Closing Spreadsheet. The information set forth in the Signing Spreadsheet is an estimate only, and the actual amounts to be paid to the Company Shareholders and Company Optionholders shall be as set forth in the Closing Spreadsheet (as defined in Section 6.9), subject to adjustments in accordance with the terms of this Agreement.

Closing Spreadsheet. Sections 6.3(a)(iii) and 6.3(a)(iv) of the Transaction Agreement are deleted and replaced in their entirety with the following: “(iii) the calculation of the Aggregate Phantom Equity Consideration and the Phantom Equity Cash Consideration and Phantom Equity Non-Cash Consideration payable to each Phantom Equity Holder pursuant to Section 2.6 (without regard to when such amounts will be paid), and the employer Taxes payable by PubCo, the BT Companies or their Subsidiaries with respect to the Aggregate Phantom Equity Consideration, the Phantom Equity Cash Consideration and Phantom Equity Non-Cash Consideration;

Closing Spreadsheet. Attached hereto as Schedule 1 is a spreadsheet (the “Closing Spreadsheet”) that sets forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (a) the names of all the Share Recipients and their respective addresses and, where available, email addresses; (b) the number and class of shares of Company Capital Stock held by each of the stockholders of the Company, including the respective certificate numbers and stockholder name exactly as shown on such certificate; (c) the number of shares of Parent Consideration Stock to be issued to each Merger Stockholder in exchange for shares of Series C Preferred Stock or Series C-1 Preferred Stock, as applicable, held by such Person pursuant to this Agreement (where relevant); and (d) the Pro Rata Share of each Share Recipient.

Closing Spreadsheet. A spreadsheet (the “Closing Spreadsheet”), dated as of the Agreement Date, setting forth all of the following information (in addition to the other required data and information specified therein), as of immediately prior to the Closing: (i) the number and class of Company Membership Interests held by the sole Member, including the respective certificate numbers (if any) and Member name exactly as shown on such certificate and the date of acquisition of all Company Membership Interests held by such Member; (ii) the calculation of the Closing Payment; (iii) the Persons to whom Closing Indebtedness is owed and their respective payoff amounts and wire transfer instructions; and (iv) the Persons to whom Closing Third-Party Expenses are owed and their respective payoff amounts and wire transfer instructions.