Common use of Consideration Spreadsheet Clause in Contracts

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. (a) Annex B to this Agreement describes the Holdings Equity and Equity, the Promissory Note Principal Amount Amount, and the Earnout deliverable in connection with the MergerTransaction, 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 Sellers and the number of Target Company Membership Interest Shares held by such Persons; (ii) detailed calculations of the Fully Diluted Interest AmountShare Number; and (iii) each Target Company MemberSeller’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 Purchase 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) 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 Stockholders and the number of Target Company Membership Interest Common Stock held by such Persons; (ii) detailed calculations of the Fully Diluted Interest AmountShare Number; and (iii) each Target Company MemberStockholder’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. (a) Annex B Prior to this Agreement describes the Holdings Equity and Closing, 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 Parent a spreadsheet (the “Consideration Spreadsheet”), certified by the Chief Executive Officer and Chief Financial Officer (or their functional equivalent) of Target the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective DateTime, the following: (i) the names and addresses of all Target Company Members and Stockholders, the number of Target Company Membership Interest Common Stock held by such PersonsPersons and the vesting schedule for any Restricted Stock; (ii) the Aggregate Share Number and detailed calculations of the Fully Diluted Interest Amount; andClosing Merger Consideration and the Closing Per Share Merger Consideration; (iii) each Target Company Member’s Pro Rata Share the portion of the Closing Merger Consideration (as a percentage interest and the interest in dollar termsterms and number of Parent Shares) each Stockholder is to receive; (iv) the Closing Cash Payment and the Closing Merger Shares each Stockholder is to receive; and (v) each Stockholder’s Pro Rata Share (as a percentage interest) of the Holdings Equity portion and the Promissory Notes portion of the Merger Earn-Out Consideration. (cb) The parties agree that Holdings Parent and Merger Sub Subs shall be entitled to rely on the Consideration Spreadsheet in making payments under Article ARTICLE II and Holdings Parent and Merger Sub Subs shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.