Payment Spreadsheet Sample Clauses

Payment Spreadsheet. (a) Attached to this Agreement as Exhibit K is a payment spreadsheet (the “Payment Spreadsheet”) setting forth the following information: (i) The distribution to the Company Securityholders of the Closing Payment Fund and any amounts to be released to the Company Securityholders from the Escrow Fund or the Representative Expense Fund (if any), including each such Company Securityholder’s Pro Rata Share; (ii) With respect to each Company Shareholder, (A) such Person’s address (if and as reflected in the Company’s records) and, if available to the Company, social security number, identification card number or tax identification number, as applicable, (B) the number, class and series of Company Shares held by such Person, (C) the respective certificate number(s) representing such shares, (D) the respective date(s) of acquisition of such Company Shares, (E) to the Knowledge of the Company, whether such Company Shareholder filed an election under Section 83(b) of the Code (H) the identification of any shares that were purchased upon exercise of share options that were exercised within 12 months prior to the Closing; and (iii) With respect to each holder of a Company Option, (A) such Person’s address (if and as reflected in the Company’s records) and, if available to the Company, social security number, identification card number or tax identification number, as applicable, (B) the number of Company Shares underlying each Company Option held by such Person, (C) the respective exercise price per share of such Company Option, (D) the respective grant date(s) of such Company Option, (E) the respective vesting arrangement(s) with respect to any Unvested Company Options, (F) whether the holder of such Company Option is a Continuing Employee, (G) whether such Company Option is an incentive stock option or a non-qualified stock option (as applicable), and (H) with respect to any Option held by an Israeli employee, officer, director or consultant of the Company, a description of whether such Option was granted under Section 102 or Section 3(i) of the Israel Tax Ordinance and with respect to the Company 102 Options whether an election was made to treat such Option under the capital gain route or ordinary income route,; and (iv) With respect to each Company Warrantholder, (A) such Person’s address (if and as reflected in the Company’s records) and, if available to the Company, social security number, identification card number or tax identification number, as applicable, ...
Payment Spreadsheet. Not less than five (5) Business Days prior to the Closing Date, the Company shall deliver to WinVest a schedule (the “Payment Spreadsheet”) setting forth (i) the name, last known address and (to the extent available) email address of each holder of Company Common Units; (ii) the amount of Closing Stock Consideration payable to each holder of Company Common Units; (iii) the number of Earnout Rights payable to each holder of Company Common Units; and (iv) the amount of Xtribe Financing Stock Consideration payable to each Xtribe Investor, and (v) any other information reasonably required by WinVest or the Exchange Agent to transfer the Closing Stock Consideration and the Earnout Rights to the holders of Company Common Units, which Payment Spreadsheet shall be prepared in good faith by the Company and in a form and substance reasonably satisfactory to WinVest and accompanied by documentation reasonably satisfactory to WinVest. The Company shall provide WinVest with reasonable access to the relevant books, records and personnel of the Company to enable WinVest to review the Payment Spreadsheet. The allocations and calculations set forth in the Payment Spreadsheet (as may be amended in accordance with the preceding sentence) shall, to the fullest extent permitted by applicable Law, be binding on all parties hereto and be used by WinVest for purposes of issuing the Aggregate Merger Consideration in accordance with this Agreement, absent manifest error. In issuing the Aggregate Merger Consideration pursuant to this Article III, WinVest and the Merger Subs shall, to the fullest extent permitted by applicable Law, be entitled to rely fully on the information set forth in the Payment Spreadsheet without any obligation to investigate or verify the accuracy or correctness thereof, and to make payments in accordance therewith.
Payment Spreadsheet. The Company shall have delivered to Parent the Payment Spreadsheet pursuant to Section 1.8(c).
Payment Spreadsheet. The Company shall have delivered to WinVest the Payment Spreadsheet in accordance with Section 3.01(a).
Payment Spreadsheet. The Company shall have delivered to SPAC the Payment Spreadsheet in accordance with Section 3.01.
Payment Spreadsheet. The Company shall have delivered to Parent the Payment Spreadsheet and related certification in accordance with Section 3.01(a).
Payment Spreadsheet. The Parent shall have received the Payment Spreadsheet.
Payment Spreadsheet. Buyer shall have received the Payment Spreadsheet, certified as complete and correct on behalf of the Company by the Chief Executive Officer of the Company.
Payment Spreadsheet. Not less than five (5) Business Days prior to the Effective Time, the Company shall deliver to SPAC a schedule (the “Payment Spreadsheet”) setting forth (i) the calculation of Aggregate Transaction Consideration, (ii) the allocation of the Aggregate Transaction Consideration among the holders of Company Common Stock, Company Preferred Stock and Company Options, (iii) the portion of Aggregate Transaction Consideration payable to each holder of Company Common Stock and Company Preferred Stock and (iv) the number of shares of New SPAC Common Stock that can be purchased under the Exchanged Options. The allocation of the Aggregate Transaction Consideration and the information with respect to the exchange of Company Options into Exchanged Options set forth in the Payment Spreadsheet shall be binding on all Parties and shall be used by SPAC and Merger Sub for purposes of issuing the Merger Consideration to the holders of Company Common Stock and Company Preferred Stock and conversion of the Company Options into the Exchanged Options pursuant to this Article III, absent manifest error.
Payment Spreadsheet. The Company shall have delivered to BAC the Payment Spreadsheet in accordance with Section 3.01(a).