Payout Spreadsheet Sample Clauses

The Payout Spreadsheet clause defines the use of a detailed document that outlines the specific payments to be made under the agreement. This spreadsheet typically lists recipients, payment amounts, due dates, and any relevant conditions or calculations that determine the final payout figures. By referencing or attaching this spreadsheet to the contract, the parties ensure transparency and accuracy in financial transactions, minimizing disputes and misunderstandings regarding payment obligations.
Payout Spreadsheet. The Company shall have delivered to Parent the Payout Spreadsheet.
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Payout Spreadsheet. Attached as Exhibit F hereto is the Payout Spreadsheet, to be updated and certified by the Chief Executive Officer of the Company and setting forth, as of a date no later than one (1) Business Day prior to the Closing: (i) with respect to the Sellers: (A) the name, address and social security number (or tax identification number, if applicable) of each Seller immediately prior to the Closing; (B) the Pro Rata Portion of each Seller; (C) the corresponding portion of the Closing Cash Consideration, Deferred Cash Consideration, Milestone Consideration and number of Stock Consideration Shares that each such Seller is eligible to receive; (D) the wire instructions for such Seller; (E) any amounts required to be withheld; (F) with respect to the Company Stockholders, the number of shares of Company Common Stock or Company Class A Common Stock, as applicable, held by the Company Stockholders immediately prior to the Closing; (G) with respect to each Company Optionholder or Company SAR holder, the number of Company Options or Company SARs held by each Company Optionholder or Company SAR holder, as applicable, immediately prior to the Closing and the grant date, exercise price and vesting schedule thereof; (H) the portion of the Aggregate Award Payouts payable to each such Company Optionholder and Company SAR holder subject to his or her execution of an Award Cancellation Agreement; (G) with respect to each Company Noteholder, the outstanding amounts of Company Notes held by each Company Noteholder immediately prior to the Closing and the grant date, and conversion price, if any, thereof; (H) the amount of Merger Consideration payable to each such Company Noteholder subject to his or her execution of a Note Cancellation Agreement; (ii) the Sellers’ calculation of the Closing Cash Consideration; and (iii) any other amounts along with wire instructions to be paid by Parent at Closing, including unpaid Company Transaction Expenses, and (v) wire instructions for the Escrow Agent for delivery of the Deferred Cash Consideration and the Milestone Consideration. The Parties agree that Parent, First Merger Sub, Second Merger Sub and the Surviving Entity will have the right to rely on the Payout Spreadsheet as setting forth an accurate listing of all amounts due to be paid by Parent, First Merger Sub, Second Merger Sub and the Company to the Sellers in exchange for all outstanding shares of Company Common Stock and Company Class A Common Stock. Parent, First Merger Sub, Seco...
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Payout Spreadsheet. The Company shall deliver as soon as practicable but not later than five Business Days prior to the Closing, a Payout Spreadsheet in form and substance reasonably satisfactory to Parent (the “Payout Spreadsheet”), setting forth the name of each Seller, holder of Indebtedness and payee of Transaction Expenses to be paid at Closing, and with respect to each such Person: (a) the amounts due or payable; (b) the bank account information to which payment by wire transfer should be delivered; (c) such Person’s mailing address; and (d) such other information reasonably requested by Parent or Agent.
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Payout Spreadsheet. Sellers shall (and Members shall take all applicable steps to cause Sellers to) deliver to Purchasers as soon as practicable but not later than five (5) Business Days prior to the Closing Date, a Payout Spreadsheet in form and substance reasonably satisfactory to Parent (the “Payout Spreadsheet”), setting forth the name of each Seller, holder of Indebtedness and payee of Transaction Expenses to be paid at Closing, and with respect to each such Person: (a) the dollar amount and the related calculations of the Aggregate Closing Date Cash Payment, Existing Indebtedness or Transaction Expenses due or payable to such Person, as applicable; (b) the bank account information to which payment by wire transfer should be delivered; (c) such Person’s mailing address and taxpayer identification number; (d) such other information reasonably requested by Purchasers in order to effect the payments required therein; and (e) in the case of Transaction Expenses, invoices setting forth the final amounts due and payable in respect of the Transaction Expenses. Purchasers shall be entitled to rely upon the information set forth in the Payout Spreadsheet.
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Related to Payout Spreadsheet

  • Spreadsheet The Company shall prepare and deliver to Purchaser, in accordance with Section 6.11, a spreadsheet (the “Spreadsheet”) in form and substance reasonably satisfactory to Purchaser, 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: (a) the names of all of the Selling Securityholders and their respective addresses and e-mail addresses (to the extent known), (b) the number and type of shares of Company Capital Stock held by, or subject to the Company Options held by, such Selling Securityholders and, in the case of outstanding shares, the respective certificate numbers, and if the Company Capital Stock was ever subjected to vesting or other conditions constituting a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, whether a Section 83(b) election was timely and properly made in respect thereof, (c) (i) for each Company Option that was exercised, whether it was early exercised, and the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price and (ii) for each outstanding Company Option, the Tax status of each such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (d) the Total Consideration (including, listed separately, the Cash Consideration, Stock Consideration and Aggregate Exercise Price, and excluding, for purposes of this clause (d), the Contingent Consideration, (e) the calculation of each Selling Securityholder’s Pro Rata Share (expressed as a percentage), (f) the calculation of the aggregate cash amounts payable to each such Selling Securityholder pursuant to each of Section 1.5(a), Section 1.5(b) and Section 1.5(c) (with respect to Section 1.5(c), assuming paid in all cash pursuant to the terms of Section 1.5(c)), (g) the calculation of the aggregate number of shares of Purchase Series B Stock issuable to each such Selling Securityholder pursuant to each of Section 1.5(a), (h) the amount of any indebtedness to the Company owed by such Selling Securityholder and to be deducted from such Selling Securityholder’s applicable portion of the Cash Consideration, (i) the calculation of the Seller Stamp Tax Amount and (j) a funds flow memorandum setting forth all Transaction Expenses incurred (whether paid or unpaid), including any Transaction Expenses to be paid by the Purchaser at the Closing and any other payments to be made by Purchaser at the Closing (including Transaction Expenses reasonably anticipated to be incurred in the future).

  • Earnings Statement The Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement covering a 12-month period that satisfies the provisions of Section 11(a) and Rule 158 of the Securities Act.

  • Payment Calculation District shall pay Contractor at a rate of $ per . District shall pay Contractor as described in attached Exhibit A

  • Estimated Closing Statement (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

  • Earnings Statements As soon as practicable, the Company will make generally available to its security holders and to the Manager an earnings statement or statements of the Company and its Subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158. For the avoidance of doubt, the Company’s compliance with the reporting requirements of the Exchange Act shall be deemed to satisfy the requirements of this Section 4(d).