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. Schedule 6.4 sets forth a spreadsheet (the “Spreadsheet”) which includes, among other things, as of the Closing Date: (a) with respect to each Company Stockholder, (i) such Person’s address and, if available to the Company, social security number (or tax identification number, if applicable), (ii) the number of shares of Company Capital Stock held by such Person, (iii) the respective certificate number(s) representing such shares, (iv) the Pro Rata Portion applicable to such Person, (v) the aggregate amount of cash to be paid to such Person at the Closing in respect of such shares, and (vi) the amount of cash to be deposited into the Escrow Fund and the Stockholders’ Representative Fund on behalf of such Person; (b) with respect to each holder of Company Options, (i) such Person’s address and, if available to the Company, social security number (or tax identification number, if applicable), (ii) the number of shares of Company Capital Stock underlying each Company Option held by such Person, (iii) the respective grant date(s) of such Company Options, (iv) the respective exercise price(s) per share of such Company Options, (v) whether such Company Options are incentive stock options or non-qualified stock options, (vi) the aggregate amount of cash to be paid to such Person at the Closing in respect of Vested Company Options, (vii) the amount of cash to be deposited into the Escrow Fund and the Stockholders’ Representative Fund on behalf of such Person at the Closing in respect of Vested Company Options, and (viii) any amounts required to be withheld for Taxes at the Closing with respect to such payment; (c) with respect to each Management Acquisition Bonus Plan Participant, (i) such Person’s address and social security number, (ii) the aggregate amount of cash to be paid to such Person at the Closing pursuant to the Management Acquisition Bonus Plan, (iii) the amount of cash to be deposited into the Escrow Fund and the Stockholders’ Representative Fund on behalf of such Person at the Closing in respect of their allocation of the Management Acquisition Bonus Plan, and (iv) any amounts required to be withheld for Taxes at the Closing with respect to such payment; and (d) with respect to each Bridge Debt Lender, (i) such Person’s address and, if available to the Company, social security number (or tax identification number, if applicable), (ii) the amount of principal and interest owed to such Bridge Debt Lender pursuant to the Bridge Debt; (iii) the aggregate...

Spreadsheet. The Company has delivered to Parent a spreadsheet setting forth the following information, and accompanied by documentation reasonably satisfactory to Parent in support of the calculation of the information set forth therein, which information is true, correct and complete as of date hereof and as of the Effective Time (the "Spreadsheet"): (i) calculation of the applicable Per Share Consideration for each class or series of Company Capital Stock; and (ii) with respect to each Stockholder: (i) the name and address of such Stockholder, and, if available, the e-mail address of such holder, (ii) the number, class and series of shares of Company Capital Stock held by such Stockholder and the respective certificate numbers and date of acquisition of such shares; (iii) the aggregate number of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to be paid to such Stockholder, (iv) the aggregate Cash Consideration to be paid to such Stockholder, (v) whether such Stockholder is a current or former employee of the Company, (vi) whether any Taxes are to be withheld in accordance with Section 1.8 from the consideration that such Stockholder is entitled to receive pursuant to Section 1.6(e)(i), (vii) the Pro Rata Portion of such Stockholder, and (viii) the number of Parent Preferred Stock Payment Shares to be deposited with the Escrow Agent as Escrow Shares on behalf of such Stockholder pursuant to this Agreement and the Escrow Agreement; and (iii) with respect to each Company Option: (i) the name and address of the holder thereof, and, if available, the e-mail address of such holder, (ii) the aggregate number of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to be paid to such holder, (iii) whether such holder is an employee, consultant, director or officer of the Company, (iv) the grant date and expiration date thereof, (v) the exercise price per share and the number, class and series of shares of Company Capital Stock underlying such Company Option immediately prior to the Closing, (vi) whether any Taxes are to be withheld in accordance with Section 1.8 from the consideration that such holder is entitled to receive pursuant to Section 1.6(f), (vii) the Pro Rata Portion of such holder, and (viii) the number of Parent Preferred Stock Payment Shares to be deposited with the Escrow Agent as Escrow Shares on behalf of such holder pursuant to this Agreement and the Escrow Agreement.

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 5.20, which shall have been certified as of the Closing Date as complete and correct by the Chief Executive Officer and the Treasurer of the Company.

Spreadsheet. The Company shall deliver to Parent and the Exchange Agent two (2) Business Days prior to the Closing Date a spreadsheet (the “Spreadsheet”) signed by the Chief Executive Officer of the Company as of the Closing, which shall include as of immediately prior to the Effective Time, with respect to each Company Stockholder, holder of Company Options and holder of Company Warrants and each holder of record of Exchangeable Shares, (i) such Person’s address on the Company’s corporate records, (ii) the number of shares of Company Capital Stock, Company Options, Company Warrants and Exchangeable Shares owned of record by such Person, (iii) the respective certificate number(s) representing such shares or Exchangeable Shares (as applicable), (iv) the respective date(s) of acquisition of such shares or Exchangeable Shares or grant of such Company Options or Company Warrants, (v) the aggregate amount of cash to be paid to such Person at the Closing in respect of such shares, Exchangeable Shares Company Options and Company Warrants, (vi) the vesting provisions (including events that would trigger acceleration of vesting either upon the occurrence of an intervening event, the passage of time, or both), if any, of such shares of Company Capital Stock, Exchangeable Shares, Company Options and Company Warrants, and (vii) with respect to Stockholder Parties, each such Stockholder Party’s Pro Rata Share, as of the Closing Date. The Stockholder Representative will provide to Parent prompt updates to each such Stockholder Party’s Pro Rata Share following the Closing Date to the extent that there are any changes thereto of which the Stockholder Representative is aware.

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. 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. Buyer shall have received the Spreadsheet from the Company; provided, however, that such receipt shall not be deemed to be an agreement by Buyer that the Spreadsheet is accurate and shall not diminish Buyer’s remedies hereunder if the Spreadsheet is not accurate.