Spreadsheet Clause Samples
Spreadsheet. The Company will cause to be prepared and delivered to Parent, at least five Business Days before the Closing, a spreadsheet, in a form reasonably acceptable to Parent and the Payment Agent, dated and setting forth as of the Closing the following information relating to the holders of Company Units, other securities convertible into Company Units, Company Options, Company RSUs, Retention RSUs and Company Restricted Units: (a) the names and addresses (including email addresses), to the extent practicable, of all such holders; (b) the number and type of Company Units or other securities held by, or subject to the Company Options, Company RSUs, Retention RSUs or Company Restricted Units held by, such Persons; (c) the exercise price per unit in effect as of the Closing Date for each Company Option; (d) the conversion price per unit in effect as of the Closing Date for any securities that are convertible into Company Units and the type of Company Units into which the securities are convertible; (e) the cash amount payable to such holder in respect of the cancellation of such holder’s Company Units and In-the-Money Vested Options or other securities pursuant to Section 1.4 or Section 1.6; (f) the Unit General Escrow Contribution, Unit Litigation Escrow Contribution, Unit Representative Fund Contribution, Option General Escrow Contribution, Option Representative Fund Contribution, Aggregate Escrow Funding Percentage and Unit Litigation Funding Percentage of each Indemnifying Securityholder and Indemnifying Founder, as applicable (together with each Indemnifying Securityholder’s Unit Escrow Funding Percentage, Option Escrow Funding Percentage, and each Indemnifying Founder’s Unit Litigation Funding Percentage, separately listed); (g) whether a Person is an Installment Party and if so, such Person’s Unit Installment Amount; (h) the number of shares of Parent Common Stock underlying each holder’s Substitute Options and Replacement RSUs, (i) the amount of the applicable required Tax withholdings as of the date the Spreadsheet is provided attributable to each holder of Company Units, Company Options, Company RSUs, Retention RSUs and Company Restricted Units; (j) the aggregate amount of all outgoing wires to the Payment Agent, the Company and any of its Subsidiaries in respect of payments to be made to holders of Company Units and In-The-Money Vested Options, as applicable, the Escrow Agent and any third-party in respect of the payment of Third Party Expenses; and (k) ...
Spreadsheet. The Company shall deliver to Parent a spreadsheet (the "Spreadsheet") signed by the President and Chief Executive Officer of the Company, the Chief Financial Officer of the Company, and each Shareholder, which shall separately list, (i) all Third Party Expenses to be paid out of the Total Consideration, listing each person separately that shall receive a payment of Third Party expenses at Closing, the address (and contact person) for such payment, the amount to be paid to such person, and copies of all invoices regarding such Third Party expenses owing to such person shall be attached to the Spreadsheet (the "Third Party Payments"); (ii) all Contingent Closing Payments to be paid at closing, listing each person who shall receive a Contingent Closing Payment separately, the address (and contact person) for such payment; wire instructions for such person, the amount to be paid to such person, and a description of the nature of the contingent payment (provided that for purposes of this Agreement, the items identified on the Spreadsheet as employee bonus payments shall be treated as Contingent Closing Payments hereunder); (iii) all UAP Participants who shall receive a UAP Payment at Closing, the amount of such UAP Payment, the address of the UAP Participant; (iv) the amount of any employer Taxes required to be paid in connection with the Contingent Closing Payments or the payments to the UAP Participants; (v) the amount of Net Total Consideration; and (vi) for each Shareholder, such Shareholder's address, the number of shares of Company Capital Stock held by such Shareholder, the certificate numbers for the shares held by such Shareholder, the date of acquisition of such shares, the amount of cash to be issued to each holder, the amount of cash to be deposited into the Escrow Fund on behalf of each Shareholder, and such Shareholder's Pro Rata Portion percentage.
Spreadsheet. The Company shall prepare and deliver to Acquirer, in accordance with Section 5.13, an excel workbook (the “Spreadsheet”) in form and substance reasonably satisfactory to Acquirer, which spreadsheet shall be dated as of the Closing Date and shall set forth all of the following information (in addition to other information reasonably requested by Acquirer or otherwise requested therein), as of immediately prior to the Closing:
(a) the names of all of Company Securityholders and their respective addresses, e-mail addresses;
(b) the number and type of shares of Company Capital Stock held by, or subject to the Company Options or Company Warrants held by, such Company Securityholder and, in the case of outstanding shares, the respective certificate numbers;
(c) the number of shares of Company Capital Stock subject to and the exercise price per share in effect (if any) for each Company Option and Company Warrant;
(d) the vesting status and schedule with respect to Company Options, Company Warrants and Unvested Company Shares and terms of the Company’s rights to repurchase such Unvested Company Shares (including the per share repurchase price payable with respect thereto);
(e) for each Company Option that was early 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) the calculation of Fully-Diluted Company Stock, Per Share Cash Consideration and the Acquirer Stock Price;
(g) the calculation of aggregate cash amounts payable to each such Indemnifying Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv) and in each case whether or not Taxes are required to be withheld therefrom;
(h) the vesting schedule with respect to the aggregate cash amounts payable to each Indemnifying Holder pursuant to Section 1.3(a)(i), Section 1.3(a)(ii), Section 1.3(a)(iii)(A) and Section 1.3(a)(iv), as set forth in the Equity Agreement and/or the Option Consent, as applicable, executed by such Indemnifying Holder;
(i) the calculation of each Indemnifying Holder’s Pro Rata Share of the Indemnity Escrow Amount and the Expense Fund Amount;
(j) the number of Company Options held by each Company Optionholder immediately prior to the Effective Time (including a breakdown of the number of Cash-Out Options held by such Company Optionholder), the Exchange Ratio used to calculate the number of Acquirer Common Stock shares issuable to such Company Opti...
Spreadsheet. The Company shall deliver to Acquiror and the Exchange Agent a spreadsheet (the “Spreadsheet”) substantially in the form attached hereto as Schedule 6.8, which spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing and which shall include, among other things, as of the Closing, (i) all Selling Shareholders and their respective addresses as reflected in the Company’s records, indicating whether such holder is an employee or not an employee, the number of Company Shares held by such persons (including whether such shares are Company Ordinary Shares or Company Preferred Shares, the respective certificate numbers, whether such shares are subject to a repurchase right by the Company (including, for each certificate, the number of shares that are vested as of the Closing) and the liquidation preference applicable to each Company Preferred Share), the date of acquisition of such shares, the Preferred Share Initial Cash Distribution Amount applicable to each holder of Company Preferred Shares, the Ordinary Share Initial Cash Distribution Amount applicable to each holder of Company Ordinary Shares, the number of Acquiror Common Stock to be issued to each holder, the number of shares of Acquiror Common Stock to be deposited into the Escrow Fund on behalf of each holder, and such other information relevant thereto or which the Exchange Agent and/or the Escrow Agent may reasonably request, and (ii) all holders of Company Share Options and Company Warrants and their respective addresses, as reflected in the Company’s records, whether each such holder is an employee or not an employee, the number of shares of Company Ordinary Shares or Company Preferred Shares underlying each such Company Share Option and Company Warrant, the grant dates of such Company Share Options and Company Warrants and the vesting arrangement with respect to such Company Share Options and Company Warrants and indicating, with respect to each Company Share Option, whether such Company Share Options are incentive stock options or non-qualified stock options and such other information relevant thereto or which Acquiror may reasonably request. The Company shall deliver the Spreadsheet three Business Days prior to the Closing Date.
Spreadsheet. The information contained in the Spreadsheet shall be complete and correct as of the Closing Date.
Spreadsheet. Parent and the Exchange Agent shall have received from the Company three (3) Business Days prior to the Closing Date the Spreadsheet pursuant to Section 6.14.
Spreadsheet. The Company shall prepare and deliver to Acquirer, at or prior to the Closing, a spreadsheet in a form to be supplied by Acquirer to the Company, which spreadsheet shall be dated as of the Closing Date and shall set forth, as of the Closing Date and immediately prior to the Effective Time, (i) the names of all holders of Company Options and Unvested Company Shares and their respective addresses and where available, taxpayer identification numbers, (ii) the number of shares of Company Common Stock subject to Company Options and the number of Unvested Company Shares held by such Persons, (iii) the exercise price per share in effect for each Company Option immediately prior to the Effective Time, (iv) the vesting status and schedule with respect to each Company Option and the Unvested Company Shares held by each holder thereof (including the repurchase price payable per share with respect to each such Unvested Company Share), (v) with respect to Unvested Company Shares held by each stockholder of the Company, the aggregate amount of Unvested Cash payable with respect to such Unvested Company Shares and the vesting schedule for such Unvested Cash, (vi) the Tax status of each Company Option under Section 422 of the Code, (vii) with respect to each Continuing Employee holding Company Options, the number of shares of Acquirer Common Stock issuable upon exercise of the Assumed Options issued by Acquirer in substitution of such Company Options and the per share exercise price thereof, and (viii) with respect to each other holder of Company Options, the amount of cash payable by Acquirer to such holder, if any, pursuant to Section 1.10 hereof (such spreadsheet is referred to throughout as the “Spreadsheet”). A draft of the Spreadsheet shall be provided by the Company to Acquirer not later than five Business Days prior to the proposed date of the Closing.
Spreadsheet. The Company shall have delivered at least three (3) business days prior to the Closing Date to Parent and the Exchange Agent the Spreadsheet, which shall have been certified as true, correct and complete by the chief executive officer and chief financial officer of the Company.
Spreadsheet. Parent shall have received the Spreadsheet from the Company at least one Business Day prior to the Closing Date (or such shorter time as agreed to by Parent).
Spreadsheet. Acquiror shall have received the Spreadsheet from the Company; provided, however, that such receipt shall not be deemed to be an agreement by Acquiror that the Spreadsheet is accurate and shall not diminish Acquiror's remedies hereunder if the Spreadsheet is not accurate.