Spreadsheets Sample Clauses

Spreadsheets. 2.2.1 Provide spreadsheet files in Microsoft Excel for windows compatible file formats including all information necessary for remote printing.

Spreadsheets. The parties hereto agree that the “Closing Spreadsheet” shall be a spreadsheet in a form reasonably acceptable to Parent, which shall include the following information as of the Closing: (a) the calculation of (A) the Initial Merger Consideration (including the components thereof), (B) the Aggregate Available Parent Shares, (C) the Initial Cash Amount, (D) the Initial Stock Amount, (E) the Preference Cash Amount, (F) the Preference Stock Amount, (G) the Participation Cash Amount, (H) the Participation Stock Amount, (I) the Fully Diluted Capital Number, (J) the Fully Diluted Common Number, (K) the Per Share Cash Preference, (L) the Per Share Stock Preference, (M) the Per Share Cash Participation, (N) the Per Share Stock Participation, (O) the Initial Escrow Shares, (P) the number of Initial Escrow Shares be deposited in the General Escrow Fund in accordance with Section 1.10(a), and (Q) the amount of cash to be deposited in the Expense Fund; (b) (A) with respect to each Equityholder (x) the name, address, email address (if available) and tax identification number (if available) of such Equityholder, and (y) indication whether such Equityholder is, to the Company’s Knowledge, an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, (B) with respect to each Stockholder, the number, class and series of shares of Company Shares held by such Stockholder (listed on a certificate-by- certificate basis), the respective certificate numbers and the date of acquisition of such shares and (C) with respect to each Company Optionholder, the number of Company Options (including whether vested or unvested) held by such Company Optionholder and the exercise price of each such Company Option; (c) with respect to each Equityholder, the aggregate portion of the Initial Cash Amount such Equityholder is entitled to receive pursuant to each of, as applicable, (A) Section 1.5(c)(i), (B) Section 1.5(c)(iii), (C) Section 1.5(d)(i) and (D) Section 1.12(a)(ii); and (d) with respect to each Equityholder, the aggregate portion of the Initial Stock Amount expressed in Parent Shares such Equityholder is entitled to receive pursuant to each of, as applicable, (A) Section 1.5(c)(ii), (B) Section 1.5(c)(iv), (C) Section 1.5(d)(ii) and (D) Section 1.12(a)(i).

Spreadsheets. The Net Closing Liabilities set forth in the Spreadsheets will be true and correct as of the Closing Date. The allocation of the Retention Plan Net Initial Merger Consideration Exclusion Amount, Net Initial Merger Consideration, the Escrow Amounts, the Net Earnout Payment and the Retention Plan Net Contingent Consideration Exclusion Amount set forth in the Spreadsheets and the methodology used therein for calculating such dollar amounts, Pro Rata Shares or percentage interests applicable to each Company Stockholder or Retention Plan Participant, as applicable, will be at the Effective Time in accordance with the Company’s Restated Certificate of Incorporation and the Retention Plan, as in effect immediately prior to the Effective Time, in all respects in accordance with Applicable Law, subject to rights of any holders of Dissenting Shares.

Spreadsheets. At least three (3) business days prior to the Closing Date, the Company shall deliver to Parent a spreadsheet substantially in the form attached hereto as Exhibit J (the “Spreadsheet”), which Spreadsheet shall set forth in reasonable detail: (i) the Company’s good faith estimate of the calculation of the Closing Cash Consideration and each element thereof, including the Company’s good faith estimates of the aggregate amount of Company Cash (“Estimated Company Cash”), Company Debt (“Estimated Company Debt”), Working Capital (“Estimated Working Capital”), and Transaction Expenses (“Estimated Transaction Expenses”), (ii) an itemized list of each item of Estimated Company Debt and each Estimated Transaction Expense, (iii) the calculation of the aggregate amount of cash payable to each Equityholder at the Closing pursuant to Section 1.08, (iv) the calculation of the aggregate amount of Additional Consideration payable to each Equityholder (assuming for such purpose that 100% of the Adjustment Escrow Amount and the Members’ Representative Reserve will be released to each Equityholder pursuant to Section 1.13(e) and no Excess Payment will be payable pursuant to Section 1.10(e)), (v) the number and type of Company Shares held by, or subject to the Company Options held by, such Equityholders, (vi) the number of Company Shares subject to and the exercise price per share in effect for each Vested Company Option and each Unvested Company Option as of immediately prior to the Effective Time and (vii) a funds flow memorandum setting forth applicable wire transfer instructions. Parent shall have the opportunity to comment on and request reasonable changes to the foregoing estimates and calculations set forth in the Spreadsheet, and the Company shall consider in good faith any changes Parent proposes to such estimates and calculations provided by Parent in respect of the foregoing at least one (1) business day prior to the Closing Date. In addition, not less than three (3) business days prior to the date any Additional Consideration becomes payable pursuant to the terms of this Agreement, the Members’ Representative may deliver or cause to be delivered to Parent a spreadsheet setting forth in reasonable detail, (A) the aggregate portion of such Additional Consideration payable to each Equityholder and (B) any updated wire transfer instructions (such spreadsheet containing such information, an “Additional Consideration Spreadsheet”).

Spreadsheets. On the date hereof, the Company shall deliver to Parent the following, each of which shall be certified as complete and correct by the Chief Executive Officer and the Chief Financial Officer of the Company: (i) a statement (the “Statement of Expenses”) that includes (i) the name and address of each Person that is to receive payment of Third Party Expenses, (ii) the amount of Third Party Expenses to be paid to such Person and (iii) payment information with respect thereto; (ii) a spreadsheet (the “Closing Payment Spreadsheet”) that includes (i) the name and address of record of each Stockholder and each Vested Optionholder and (ii) the amount of the Closing Payment payable to each Stockholder and each Vested Optionholder; and (iii) to the extent applicable, a spreadsheet (the “Unvested Optionholder Spreadsheet”) that includes (A) the name of record of each holder of a Company Option that is not a Company Vested Option, (B) vesting dates, and other agreement terms necessary to accomplish the requirements of Section 1.6(b)(iii), and (C) the final calculations for the Converted Awards that reflect the calculations required in the Code Section identified in Section 1.6(b)(iii); (iv) a spreadsheet (the “280G Spreadsheet”) calculating “parachute payments” (as defined in Code Section 280G) for any “disqualified individual” (as defined in Code Section 280G) including the calculations of “excess parachute payments” (as defined in Code Section 280G), if any; (v) the Allocation Schedule (as defined in the Escrow Agreement); and (vi) the Holders List (as defined in the Paying Agent Agreement).

Spreadsheets. At least two Business Days prior to the Closing Date, the Company shall deliver: (a) to Parent, a statement (the “Statement of Expenses”) that shall include (i) the name and address of each Person that is to receive payment of Third Party Expenses, (ii) the amount of Third Party Expenses to be paid to such Person and (iii) payment information with respect thereto; (b) to Parent and the Paying Agent, a spreadsheet (the “Paying Agent Spreadsheet”) that shall include (i) the name and address of each Stockholder and the Warrantholder, (ii) the aggregate amount of Merger Consideration (less the pro rata Escrow Amount and Expense Amount) applicable to each such holder, and (iii) the amount of Merger Consideration to be deposited into the Escrow Fund and the Expense Fund on behalf of each such holder; and (c) to Parent, a spreadsheet (the “Optionholder Spreadsheet”) that shall include (i) the name and address of each Optionholder, (ii) the aggregate amount of Merger Consideration (less the Escrow Amount) applicable to each Optionholder, (ii) the aggregate amount of Merger Consideration (less the pro rata Escrow Amount and Expense Amount) applicable to each Optionholder, and (iii) the amount of Merger Consideration to be deposited into the Escrow Fund and the Expense Fund on behalf of each Optionholder.

Spreadsheets. As required by Franchisor, Master Franchisee shall submit to Franchisor spreadsheets reflecting the Wayback Burgers Restaurants sales, payroll and inventory.

Spreadsheets