Common use of Spreadsheet Clause in Contracts

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 prepare have delivered to Parent and deliver to Acquirer, at or prior to the Closing, Exchange Agent a spreadsheet (the “Spreadsheet”) substantially in a the form to be supplied by Acquirer to the Companyattached hereto as Schedule 6.3(s), which spreadsheet shall be, and shall be dated certified by the Chief Executive Officer and Chief Financial Officer of the Company as, true, complete and correct as of the Closing Date and which shall set forthinclude, among other things, as of the Closing Date and immediately prior to the Effective TimeClosing, (i) all Stockholders and their respective addresses, the names number of shares of Company Capital Stock held by such persons (including the respective certificate numbers, and in the case of Company Preferred Stock, the conversion price in respect of such Company Preferred Stock), the date of acquisition of such shares, the number of shares of each class or series of Company Capital Stock outstanding (determined as if all Company Options then outstanding had been exercised), the calculation (in each case in reasonable detail and calculated to two decimal places) of the amount of the Per Share Series A Liquidation Preference Payment as of the Closing Date, the Per Share Series B Liquidation Preference Payment as of the Closing Date, and the Cash Consideration allocable to one share of each class or series of Company Capital Stock (determined, as if all Company Options then outstanding had been exercised), for each Stockholder, the percentage of the Cash Consideration to be received by such Stockholder, for each Stockholder, the dollar amount of Cash Consideration to be received by such Stockholder, and the amount of Escrow Cash to be deposited into the Escrow Fund relating to such Stockholder, (ii) all holders of Company Options and Unvested Company Shares and their respective addresses addresses, the number of shares of Company Capital Stock underlying each such Company Option, the grant dates of such Company Options and where availablethe vesting arrangement with respect to such Company Options and indicating whether such Company Options are incentive stock options or non-qualified stock options, taxpayer identification numbers, and (iiiii) 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 Parent Common Stock issuable upon exercise of the Assumed Options issued by Acquirer in substitution of such Company Options to be assumed by Parent and the per share exercise price thereof, thereof and (viii) with respect to each such other holder of information relevant thereto or which Parent may reasonably request. The 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 shall have delivered the Spreadsheet shall be provided by on the Company to Acquirer not later than five Business Days prior to the proposed date of the ClosingClosing Date.

Spreadsheet. The Company shall prepare and deliver to Acquirer, at or prior to the Closingin accordance with Section 5.14, a spreadsheet (the “Spreadsheet”) in a form and substance reasonably satisfactory to be supplied by Acquirer to the CompanyAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forthforth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective Time, Closing: (i) the names of all holders of Company Options and Unvested Company Shares the Converting Holders and their respective addresses and and, where available, taxpayer identification numbers, (ii) the number and type of shares of Company Common Capital Stock held by, or subject to the Company Options and or Company Warrants held by, such Converting Holders and, in the number case of Unvested Company Shares held by such Personsoutstanding shares, where applicable, the respective certificate numbers, (iii) the number of shares of Company Capital Stock subject to and the exercise price per share in effect for each Company Option immediately prior to the Effective Timeand Company Warrant, (iv) the vesting status and schedule with respect to each Company Option Options and the Company Warrants and Unvested Company Shares held by each holder thereof and terms of the Company’s rights to repurchase such Unvested Company Shares (including the per share repurchase price payable per share with respect to each such Unvested Company Sharethereto), (v) with respect to Unvested for each Company Shares held by each stockholder of the CompanyOption that was early exercised, 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 such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (vi) the calculation of Fully-Diluted Company Capital Stock, (vii) with respect the calculation of aggregate cash amounts and shares of Acquirer Common Stock payable and issuable, respectively, to each Continuing Employee holding Company Optionssuch Converting Holder pursuant to Section 1.3(a) and the total amount of Taxes to be withheld therefrom (including, if applicable, the number of shares of Acquirer Common Stock issuable upon exercise to be withheld), (viii) the calculation of each Converting Holder’s Escrow Pro Rata Share of the Assumed Options issued by Acquirer in substitution Escrow Amount and Extended Escrow Amount, (ix) the MRP Participant Cash Amount and MRP Participant Stock Amount for each MRP Participant, (x) the calculation of such each MRP Participant’s Escrow Pro Rata Share of the Escrow Amount and Extended Escrow Amount, (xi) the amount of Accruing Dividends on the Company Options Preferred Stock between the Agreement Date and the per share exercise price thereofClosing Date, and (viiixii) with respect to each a funds flow memorandum setting forth applicable wire transfer instructions and other holder of Company Options, the amount of cash payable information reasonably requested 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 ClosingAcquirer.

Spreadsheet. The Company shall prepare and deliver to AcquirerParent, at or not less than three (3) Business Days prior to the Closinganticipated Closing Date, a spreadsheet in a form reasonably satisfactory to be supplied by Acquirer Parent, a spreadsheet, which shall include the information set forth below, and shall deliver to Parent (with a copy to the Holder Representative) (the “Spreadsheet”). (a) With respect to each Company Stockholder (other than a Company Stockholder that holds Unvested Company Shares in his capacity as such), (i) such Company Stockholder’s last known address and, if available to the Company, which spreadsheet shall be dated social security number (or tax identification number, as applicable); (ii) the number, class and series of Company Capital Stock held by such Company Stockholder; (iii) the respective certificate number(s) representing such shares; (iv) respective date(s) of acquisition of such shares; (v) the portion of the Closing Date Stock and shall set forth, as Vested Option Consideration to be paid to such Company Stockholder at the Closing in respect of such shares; (vi) the portion of each of the Closing Date Escrow Amount, the Specified Matter Escrow Amount and immediately prior the Expense Fund represented by such Company Stockholder’s Pro Rata Share expressed as a Dollar amount; (vii) the portion of the Year 1 Net Revenue Payment (expressed as a percentage) to be paid to such Company Stockholder in respect of such shares assuming payment thereof as set forth in Section 2.3; (viii) the Effective Timeportion of the Year 1 Milestone Payment (expressed as a percentage) to be paid to such Company Stockholder in respect of such shares assuming payment thereof as set forth in Section 2.3; (ix) the portion of the Year 2 Net Revenue Payment (expressed as a percentage) to be paid to such Company Stockholder in respect of such shares assuming payment thereof as set forth in Section 2.3; and (x) the portion of the Year 2 Milestone Payment (expressed as a percentage) to be paid to such Company Stockholder in respect of such shares assuming payment thereof as set forth in Section 2.3. (b) With respect to each holder of Unvested Company Shares, (i) such Person’s address and, if available to the names Company, social security number (or tax identification number, as applicable); (ii) the number of all holders of Company Options and Unvested Company Shares held by such Person; (iii) the respective certificate number(s) representing such shares; (iv) the respective date(s) of acquisition of such shares; (v) the vesting arrangement(s) with respect to such Unvested Company Shares; (vi) the portion of the Closing Stock and Vested Option Consideration to be paid to such holder pursuant to their respective addresses vesting arrangement(s); (vii) the portion of the Year 1 Net Revenue Payment (expressed as a percentage) to be paid to such holder in respect of such shares assuming payment thereof as set forth in Section 2.3; (viii) the portion of the Year 1 Milestone Payment (expressed as a percentage) to be paid to such holder in respect of such shares assuming payment thereof as set forth in Section 2.3; (ix) the portion of the Year 2 Net Revenue Payment (expressed as a percentage) to be paid to such holder in respect of such shares assuming payment thereof as set forth in Section 2.3; and where available(x) the portion of the Year 2 Milestone Payment (expressed as a percentage) to be paid to such holder in respect of such shares assuming payment thereof as set forth in Section 2.3. (c) With respect to each holder of a Company Option, taxpayer (i) such Person’s address and, if available to the Company, social security number (or tax identification numbersnumber, as applicable); (ii) the number of shares of Company Common Capital Stock subject to underlying each Company Options and the number of Unvested Company Shares Option held by such Persons, Person; (iii) the respective exercise price per share in effect for each of such Company Option immediately prior to the Effective Time, Options; (iv) the vesting status and schedule with respect to each respective grant date(s) of such 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), Options; (v) the respective vesting arrangement(s) with respect to any 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, Options; (vi) the Tax status of each whether such Company Option under Section 422 of the Code, Options are incentive stock options or non-qualified stock options (if applicable); (vii) with respect to each Continuing Employee holding in the case of Vested Company Options, the number of shares of Acquirer Common Stock issuable upon exercise portion of the Assumed Options issued by Acquirer in substitution of such Company Options and Aggregate Per Option Consideration to be paid to the per share exercise price thereof, and holder at Closing; (viii) in the case of Vested Company Options, the portion of the Escrow Amount, the Specified Matter Escrow Amount and the Expense Fund, represented by such Vested Optionholder’s Pro Rata Share expressed as a Dollar amount; (ix) in the case of Unvested Company Options, the portion of the Aggregate Per Unvested Option Consideration to be paid to the holder pursuant to their vesting arrangement(s); (x) such other relevant information that Parent or the Paying Agent may reasonably require; (xi) the portion of the Year 1 Net Revenue Payment (expressed as a percentage) to be paid to such holder in respect of such shares assuming payment thereof as set forth in Section 2.3; (xii) the portion of the Year 1 Milestone Payment (expressed as a percentage) to be paid to such holder in respect of such shares assuming payment thereof as set forth in Section 2.3; (xiii) the portion of the Year 2 Net Revenue Payment (expressed as a percentage) to be paid to such holder in respect of such shares assuming payment thereof as set forth in Section 2.3; and (xiv) the portion of the Year 2 Milestone Payment (expressed as a percentage) to be paid to such holder in respect of such shares assuming payment thereof as set forth in Section 2.3. (d) The Spreadsheet shall also set forth the calculation of the Total Consideration (and all components thereof) and the calculation of the Aggregate Per Option Consideration, Aggregate Per Unvested Option Consideration, Aggregate Strike Price Amount, Aggregate Employee Loan Amount, Closing As-Converted Common Stock, Closing Vested As-Converted Common Stock, Closing Fully Diluted Common Stock, Closing Per Share Consideration, Closing Stock and Vested Option Consideration, Acquisition Expenses (with respect to the payee and amount of each other element thereof), Estimated Closing Adjustment, Pro Rata Share, Maximum Stock Consideration, Unvested Option Consideration, Vested Option Consideration, Unvested Option Consideration Percentage, Vested Option Consideration Percentage, Per Unvested Option Consideration, Per Vested Option Consideration for each holder of Company Options, the amount of cash payable by Acquirer to such holderPer Unvested Share Consideration, if anyUnadjusted Per Unvested Option Consideration, 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 ClosingUnadjusted Per Vested Option Consideration, Unvested Share Consideration and Unvested Share Consideration Percentage.

Spreadsheet. The Company shall prepare and deliver to Acquirer, at or prior to the Closing, Acquirer a spreadsheet (the “Spreadsheet”) in a form and substance reasonably satisfactory to be supplied by Acquirer to the CompanyAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forthforth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective Time, Closing: (i) the names of all holders of Company Options and Unvested Company Shares the Converting Holders and their respective addresses, e-mail addresses and and, where available, taxpayer identification numbers, (ii) the number and type of shares of Company Common Capital Stock held by, or subject to the Company Options and or Company Warrants held by, such Converting Holders and, in the number case of Unvested Company Shares held by such Personsoutstanding shares, the respective certificate numbers, (iii) the number of shares of Company Capital Stock subject to and the exercise price per share in effect for each Company Option immediately prior to the Effective Timeand Company Warrant, (iv) the vesting status and schedule with respect to each Company Option Options and the Company Warrants and Unvested Company Shares held by each holder thereof and terms of the Company’s rights to repurchase such Unvested Company Shares (including the per share repurchase price payable per share with respect to each such Unvested Company Sharethereto), (v) with respect to Unvested for each Company Shares held by each stockholder of the CompanyOption that was early exercised, 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 such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price, (vi) the calculation of Fully-Diluted Company Common Stock, Common Per Share Consideration and Aggregate Exercise Price, (vii) with respect the calculation of aggregate cash amounts payable to each Continuing Employee holding Company Optionssuch Converting Holder pursuant to Section 1.3(a)(i), 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, Section 1.3(a)(ii) or Section 1.3(a)(v) and (viii) with respect to a funds flow memorandum setting forth applicable wire transfer instructions for 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 Debt and Transaction Expenses that are incurred but unpaid 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 prepare and deliver to Acquirer, at or prior to the Closingin accordance with Section 5.12, a spreadsheet (the “Spreadsheet”), in a form and substance reasonably satisfactory to be supplied by Acquirer to the CompanyAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forthforth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective Time, Closing: (ia) the names of all holders of the Converting Holders, Company Options Optionholders and Unvested Company Shares Warrantholders and their respective addresses of record and where availablee-mail addresses, taxpayer identification (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 Converting Holders, Company Optionholders and Company Warrantholders and, in the case of outstanding shares, the respective certificate numbers, (iic) the number of shares of Company Common Capital Stock subject to Company Options and the number of Unvested Company Shares held by such Personsto, (iii) the exercise price per share and the expiration date in effect for each Company Option immediately prior to the Effective Timeand Company Warrant, (ivd) the vesting status and schedule with respect to each Company Option Options and the Company Warrants and 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 and terms of the Company, the aggregate amount of Unvested Cash payable with respect ’s rights to repurchase such Unvested Company Shares and (including the vesting schedule for such Unvested Cashper share repurchase price payable with respect thereto), (vie) the intended Tax status of each such Company Option under Section 422 of the Code, (viif) with respect to for each Continuing Employee holding Company OptionsOption that was early exercised, the date of such exercise and the applicable exercise price, (g) the calculation of Adjusted Purchase Price, (h) the calculation of 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, Converting Securityholder pursuant to Section 1.10 hereof 1.3(a), (such spreadsheet is referred to throughout as i) the “Spreadsheet”). A draft calculation of the Spreadsheet shall be provided by number of shares of Acquirer Common Stock issuable to each holder of Convertible Notes, (j) the calculation of each Converting Securityholder’s proportional share of the Holdback Stock Consideration and Expense Fund, (k) the calculation of each Converting Securityholder’s Pro Rata Share and (l) a funds flow memorandum setting forth applicable wire transfer instructions for the Company to Acquirer not later than five Business Days prior to the proposed date of the Closingand any Company Debt and Transaction Expenses, as applicable.

Spreadsheet. The Company shall prepare and deliver to Acquirer, at or prior to the Closingin accordance with Section 5.13, a spreadsheet (the “Spreadsheet”) in a form and substance reasonably satisfactory to be supplied by Acquirer to the CompanyAcquirer, which spreadsheet shall be dated as of the Closing Date and shall set forthforth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective Time, Closing: (ia) the names of all holders of the Company Options and Unvested Company Shares Securityholders and their respective last addresses and where available, taxpayer identification numbers, e-mail addresses on record; (iib) the number and type of shares of Company Capital Stock held by all Company Stockholders (on a certificate-by-certificate basis and including certificate numbers and whether such shares are represented by Certificates); (c) the number of shares of Company Common Capital 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, and each Company Warrant; (ivd) the vesting status and schedule (including the vesting commencement date and any acceleration provisions) with respect to each Company Option; (e) for 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)that was early exercised, (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 such Company Option under Section 422 of the Code, the date of such exercise and the applicable exercise price; (viif) with respect the calculation of Fully Diluted Company Common Stock and Amount Per Share; (g) the calculation of aggregate cash amounts payable to each Continuing such Company Securityholder pursuant to Section 1.3(a) and the total amount of Taxes to be withheld therefrom; (h) the calculation of each Converting Holder’s Pro Rata Share of the Escrow Amount (in both dollar and percentage terms); (i) the portion of the Merger Consideration payable to each Holdback Employee holding Company Optionsthat is subject to a Holdback Agreement, the number of shares of Acquirer Common Stock issuable upon exercise of the Assumed Options issued by Acquirer in substitution of vesting schedule applicable to such Company Options consideration 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 consideration to such holder, if any, pursuant be paid on each applicable vesting date; (j) the total amount subject to Section 1.10 hereof any promissory note (such spreadsheet is referred including any applicable accrued interest) tendered to throughout as the “Spreadsheet”). A draft Company for payment of the Spreadsheet shall exercise price and applicable taxes in connection with the exercise of any Company Option as set forth in the Offer Letters of certain Named Employees, and the corresponding amount to be provided repaid with Merger Consideration; and (k) a funds flow memorandum setting forth other information reasonably requested by the Company to Acquirer not later than five Business Days prior to the proposed date of the ClosingAcquirer.