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. (a) The Company shall prepare and deliver, or cause to be prepared and delivered, to Parent, at or prior to the date two (2) Business Days prior to the Closing Date, a spreadsheet (the “Initial Spreadsheet”) which shall set forth all of the following information, calculated as of the Closing Date and immediately prior to the Closings: (i) the names of all the Sellers and Company Optionholders; (ii) the number of New BC Shares held by such Persons, in each case, following the Pre-Closing Restructuring and as of immediately prior to the Closings; (iii) with respect to each Company Option outstanding immediately prior to the Closings, the number of New BC Shares issuable upon exercise of such Company Option and the exercise price with respect to such Company Option; (iv) based on the Company’s estimates as of that time, the calculation of the Aggregate Company Vested Option Exercise Price, Total New BC Shares, Company Options, Total Closing Cash Consideration, Per Share Company Closing Cash Consideration, Per Share Stock Consideration, Per Share Consideration, Total Closing Consideration, Estimated Company Cash, Estimated Company Debt, Estimated Net working Capital, Estimated Transaction Expenses, Estimated Paid Parent Transaction Expenses and the amounts each Pre-Closing Holder is entitled to receive pursuant to Section 2.5; (v) the Pro Rata Share of each Pre-Closing Holder; (vi) the Net Preferred Share Payment Amount and the amount thereof that each Non-PE UK III Preferred Shareholder is entitled to receive pursuant to the Articles of Association of PE UK III and the Pre-Closing Restructuring; (vii) the P▇ ▇▇▇▇▇▇▇ Preferred Share Payment Amount, the excess thereof over the NAV Payoff Amount, and the amount of such excess that each PE Seller is entitled to receive pursuant to the Articles of Association of PE UK III and the Pre-Closing Restructuring; and (viii) the designation, pursuant to Section 2.6(f), as to which particular shares of New BC Shares held by each PE Seller are exchanged for Parent Common Stock pursuant to Section 2.5(b) and which particular shares of New BC Shares held by each PE Seller are exchanged for cash pursuant to Section 2.5(b). The Company shall consider in good faith any comments by Parent with respect to the Initial Spreadsheet received prior to the Closing Date, but shall not be obligated to make any changes thereto; provided, that (A) and no such review or comments shall delay the Closings and (B) the failure to include any of ...

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

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