Consideration Spreadsheet Sample Clauses

Consideration Spreadsheet. (a) Annex B to this Agreement describes the Holdings Equity deliverable in connection with the Merger, subject to any applicable adjustments contained herein. In addition, it sets forth the aggregate amount of Indebtedness Assumed issued and outstanding at the Closing and paid in full in connection with the SPAC Merger closing or the IPO closing, as the case may be. (b) At least ten (10) Business Days before the Closing and concurrently with the delivery of the Closing Statement, Target Company shall prepare and deliver to Holdings a spreadsheet (the “Consideration Spreadsheet”), certified by the Chief Executive Officer and Chief Financial Officer (or their functional equivalent) of Target Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Date, the following: (i) the names and addresses of all Target Company Stockholders and the number of Shares held by such Persons including all holders of the Series F Preferred and Series G Preferred; (ii) detailed calculations of the Fully Diluted Share Number; and (iii) each Target Company Stockholder’s Pro Rata Share (as a percentage interest and the interest in dollar terms) of the Holdings Equity portion of the Merger Consideration. (c) The parties agree that Holdings and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II and Holdings and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. Attached hereto as Exhibit F is a spreadsheet (the “Consideration Spreadsheet”) setting forth all of the following information, estimated as of the Closing Date: (a) correct names of all Company Securityholders and their respective addresses, email addresses and taxpayer identification numbers as and to the extent available and reflected in the records of the Company; (b) the amount and type of each Company Security held by each such Company Securityholder, and the correct certificate numbers with respect to each such Company Security; (c) the amount of the Closing Cash Consideration payable to each Company Securityholder in connection with the Closing; (d) the Pro Rata Portion of each Company Securityholder; (e) the manner in which any distribution of the Escrow Amount will be distributed among the Company Securityholders if not in accordance with the Pro Rata Portion, and the manner in which each such distribution will be calculated; (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 Company Debt Payoff Amount, along with a breakdown by lender, amount of Company Debt and the wire transfer information of each lender; (h) the aggregate amount of Company Change in Control Payments, along with a breakdown by Person entitled to receive such payment; (i) the Aggregate Company Option Exercise Price Amount and the Aggregate Company Option Payment Amount as of the Closing; (j) the Aggregate Company Warrant Exercise Price Amount as of the Closing and the Aggregate Company Warrant Payment Amount; (k) the Escrow Amount; and (l) the Securityholders’ Representative Amount. In no event will the aggregate amount payable by Parent set forth on the Consideration Spreadsheet, or any update thereto, exceed the Aggregate Closing Merger Consideration, as adjusted by the Final Adjustment Amount.

Consideration Spreadsheet. (a) At least five (5) Business Days before the Closing and concurrently with the delivery of the Estimated Closing Statement, the Company shall prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), certified by an officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Date, the following: (i) the names and addresses of all Stockholders and the number of Shares held by such Persons; (ii) the names and addresses of all Optionholders, together with the number of Shares subject to Options held by such Optionholders, the grant date, the exercise price and the vesting schedule for such Options; (iii) the names and addresses of all Warrantholders, together with the number of Shares subject to Warrants held by such Warrantholders, the grant date, the exercise price and the vesting schedule for such Warrants; (iv) the names and addresses of all RSU Holders, together with the number of Shares subject to RSUs held by such RSU Holders, the grant date and the vesting schedule for such RSUs; (v) the names and addresses of all Convertible Noteholders, together with the number of Shares subject to Convertible Notes held by such Convertible Noteholders; (vi) the names and addresses of all holders of Restricted Stock together with the number of Shares held by such holders upon vesting of the Restricted Stock; (vii) detailed calculations of the Closing Merger Consideration, Fully Diluted Share Number and Closing Per Share Merger Consideration; (viii) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Closing Merger Consideration; and (ix) each Securityholders’ Pro Rata Share (as a percentage interest and in dollar terms) of the Escrow Amount, the Net Working Capital Fund and the Securityholders’ Representative Fund. (b) The parties agree that Parent, Merger Sub and Paying Agent shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II, and Parent and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) Annex B to this Agreement describes the Holdings Equity and the Promissory Note Principal Amount deliverable in connection with the Merger, subject to any applicable adjustments contained herein. (b) At least ten (10) Business Days before the Closing and concurrently with the delivery of the Closing Statement, Target Company shall prepare and deliver to Holdings a spreadsheet (the “Consideration Spreadsheet”), certified by the Chief Executive Officer and Chief Financial Officer (or their functional equivalent) of Target Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Date, the following: (i) the names and addresses of all Target Company Members and the number of Target Company Membership Interest held by such Persons; (ii) detailed calculations of the Fully Diluted Interest Amount; and (iii) each Target Company Member’s Pro Rata Share (as a percentage interest and the interest in dollar terms) of the Holdings Equity portion and the Promissory Notes portion of the Merger Consideration. (c) The parties agree that Holdings and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II and Holdings and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. At least five (5) Business Days prior to the Closing Date, LCV shall prepare and deliver to Subversive a written statement setting forth a list of (i) the LCV Shareholders, the holders of the LCV 2019 Notes and the holders of the LCV 2020 Warrants that are Non-U.S. Persons and the LCV Shareholders, the holders of the LCV 2019 Notes and the holders of the LCV 2020 Warrants that are U.S. Persons that are Qualified Investors (including addresses for such Persons) and (A) with respect to the LCV Shareholders, the number and class of LCV Shares held by such LCV Shareholders, and the number of Subversive Common Shares each such LCV Shareholder is entitled to receive in accordance with Section 2.02(b)(i), (B) with respect to the holders of the LCV 2019 Notes, the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV 2019 Note converted into LCV Shares pursuant to the terms of such LCV 2019 Note, and the number of Subversive Common Shares each such holder of the LCV 2019 Note is entitled to receive in accordance with Section 2.02(e)(i) and (C) with respect to the holders of the LCV 2020 Warrants, the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV ▇▇▇▇ ▇▇▇▇▇▇▇ been exercised into LCV Shares pursuant to the terms of such LCV ▇▇▇▇ ▇▇▇▇▇▇▇, and the number of Subversive Common Shares each such holder of the LCV 2020 Warrant is entitled to receive in accordance with Section 2.02(f)(i), (ii) the holders of LCV Options that are Continuing Employees, the number of LCV Class A Shares underlying the LCV Options held by such Continuing Employees, and the number of Subversive Common Shares each such Continuing Employee is entitled to receive immediately after the Effective Time upon exercise of such LCV Options in accordance with Section 2.02(d)(i), (iii) the LCV Shareholders that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares held by such LCV Shareholders, and the Closing Cash-Out Amount each such LCV Shareholder is entitled to receive in accordance with Section 2.02(b)(ii), (iv) the holders of the LCV 2019 Notes that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of LCV Shares that such holder would be entitled to receive or deemed to receive, had such holder’s LCV 2019 Note been converted into LC...

Consideration Spreadsheet. (a) At least three (3) Business Days prior to the Closing, the Company shall deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), prepared by the Company in good faith and detailing the following, in each case, as of immediately prior to the Effective Time: (i) the number of Fully Diluted Company Shares; (ii) detailed calculations of each of the following (in each case, determined without regard to withholding): (A) the Per Share Merger Consideration Amount; (B) the Conversion Ratio; (C) the Merger Consideration Shares; (iii) any explanatory or supporting information, including calculations, as Parent may reasonably request. (b) The contents of the 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 Consideration Spreadsheet. Under no circumstances shall Parent or Merger Sub be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet and the parties agree that Parent and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under ARTICLE III. (c) Nothing contained in this Section 3.3 or in the Consideration Spreadsheet shall be construed or deemed to: (i) modify the Company’s obligations to obtain Parent’s prior consent to the issuance of any securities pursuant to Section 6.1(a)(xviii); or (ii) alter or amend the definition of Per Share Merger Consideration Amount or Merger Consideration Shares.

Consideration Spreadsheet. The Consideration Spreadsheet.

Consideration Spreadsheet. (a) Annex B to this Agreement describes the Holdings Equity deliverable in connection with the Merger, subject to any applicable adjustments contained herein. (b) At least ten (10) Business Days before the Closing and concurrently with the delivery of the Closing Statement, Target Company shall prepare and deliver to Holdings a spreadsheet (the “Consideration Spreadsheet”), certified by the Chief Executive Officer and Chief Financial Officer (or their functional equivalent) of Target Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Date, the following: (i) the names and addresses of all Target Company Members and the number of Interests held by such Persons; (ii) detailed calculations of the Fully Diluted Interest Amount; and (iii) each Target Company Member’s Pro Rata Share (as a percentage interest and the interest in dollar terms) of the Merger Consideration. (c) The parties agree that Holdings and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under Article II and Holdings and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

Consideration Spreadsheet. (a) Upon the finalization of the Merger Consideration Spreadsheets, Verano and Member Representative jointly shall prepare a spreadsheet (the “Consideration Spreadsheet”), which shall set forth, as of the Closing, the following: (i) the names and addresses of all Members of the Companies and the number of Member Interests held by such Persons, including any Members participating in an Exchange; (ii) detailed calculations of the Closing Consideration and Closing Per Member Interest Consideration; (iii) the number and proportion of proportionate voting shares of PubCo (including on an as-converted to subordinate voting shares basis), and subordinate voting shares of PubCo to be issued in each Company Merger and in each Exchange; (iv) each Person’s share (both as a percentage interest and the interest in dollar terms) of the Merger Consideration, the Cash Consideration and the Share Consideration (in proportionate voting shares of PubCo and subordinate voting shares of PubCo), including with respect to payment of the Broker Fee; and (v) for the Members receiving Cash Consideration, the principal amount of each such Member’s Convertible Note. (b) The parties agree that Verano and PubCo shall be entitled to conclusively rely on the Consideration Spreadsheet in making payments under Article II, and neither Verano nor PubCo shall be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.