Common use of Spreadsheets Clause in Contracts

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 Parent’s comments shall in no event prejudice any party’s rights under Section 2.8. (b) The Shareholders’ Representative shall prepare or cause to be prepared one or more spreadsheet(s) (each, an “Adjustment Spreadsheet” and together with the Initial Spreadsheet, the “Spreadsheets”), setting forth the allocation of each payment to be made to the Pre-Closing Holders hereunder after the Closing Date. The Shareholders’ Representative shall deliver or cause to be delivered to Parent each applicable Adjustment Spreadsheet (i) with respect to the payment of any amounts pursuant to Section 2.8(d) (if any amount is payable to the Pre-Closing Holders after the Closing Date) no less than three (3) Business Days after final determination of the Adjustment Amount pursuant to Section 2.8 or (ii) with respect to the release of any portion of the Adjustment Escrow Amount, at least three (3) Business Days prior to the scheduled release of any amount of the Adjustment Escrow Amount. Unless otherwise provided herein, all payments made pursuant to this Agreement and each Spreadsheet shall be made in cash by wire transfer of immediately available funds. With respect to the Initial Spreadsheet, the Company shall cooperate in good faith with Parent to provide to Parent, as promptly as practicable after Parent’s reasonable request, reasonable supporting information necessary to review the Company’s calculations of the Estimated Price Components and other information included in the Initial Spreadsheet Parent shall be entitled to rely on the accuracy of any Spreadsheet in all respects, including with respect to the amounts of the Total Closing Cash Consideration, Per Share Company Closing Cash Consideration, Per Share Stock Consideration, Per Share Consideration, Total Closing Consideration, and the amounts each Pre-Closing Holder is entitled to receive pursuant to Section 2.5, in each case, as set forth on the applicable Spreadsheet, without any obligation to investigate or verify the accuracy or correctness thereof, and, to the extent that payments are made in accordance with the Spreadsheets, in no event shall the Buyer Parties or their Affiliates (including, following the Closings, TargetCo and the Company) and their respective shareholders have any liability to any Pre-Closing Holder or the Shareholders’ Representative in connection with any claims relating to any actual or alleged inaccuracy, miscalculations or other error in the amounts payable pursuant to any Spreadsheet (or any other failure by the Company or the Shareholders’ Representative to accurately prepare and calculate such amounts and the allocation set forth therein) or payments made by any of the Buyer Parties, the Company or otherwise in accordance therewith. Parent’s obligation to make any payments pursuant to Section 2.8 shall be deemed fulfilled to the extent such payments are made by the applicable Affiliate of Parent in accordance with the applicable Spreadsheet. Notwithstanding anything else to the contrary contained in this Agreement, (x) subject to clause (y), in no event shall the aggregate amount due to Pre-Closing Holders from any of the Buyer Parties as consideration for the Company Shares and Company Shares in connection with the Transactions exceed the aggregate amounts required to be paid or issued under Article II and (y) the Buyer Parties acknowledge and agree that the Company and the Shareholders’ Representative (including in preparation of the Spreadsheets) are relying on Parent’s calculation of Undisclosed and that the Buyer Parties may not rely on the accuracy of the Spreadsheets to the extent any error therein results from a failure of Parent’s calculation of the Undisclosed Shares to be accurate and complete in all respects, and nothing in this Section 7.12 shall prejudice any party’s rights with respect to such failure.

Spreadsheets. At least three (a3) 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 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 “Initial Spreadsheet”) ), which Spreadsheet shall set forth all of the following information, calculated as of the Closing Date and immediately prior to the Closingsin reasonable detail: (i) the names Company’s good faith estimate of all the Sellers calculation of the Closing Cash Consideration and each element thereof, including the Company’s good faith estimates of the aggregate amount of Company Optionholders; 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 New BC Company Shares held by such Persons, subject to and the exercise price per share in effect for each case, following the Pre-Closing Restructuring Vested Company Option and each Unvested Company Option 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 Effective Time 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) a funds flow memorandum setting forth applicable wire transfer instructions. Parent shall have the P▇ ▇▇▇▇▇▇▇ Preferred Share Payment Amount, opportunity to comment on and request reasonable changes to the excess thereof over foregoing estimates and calculations set forth in the NAV Payoff AmountSpreadsheet, 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 changes Parent proposes to such estimates and calculations provided by Parent with in respect to of the Initial Spreadsheet received foregoing at least one (1) business day prior to the Closing Date. In addition, but shall not be obligated less than three (3) business days prior to make the date any changes thereto; providedAdditional Consideration becomes payable pursuant to the terms of this Agreement, that (A) and no such review or comments shall delay the Closings and (B) the failure to include any of Parent’s comments shall in no event prejudice any party’s rights under Section 2.8. (b) The ShareholdersMembers’ Representative shall prepare or cause to be prepared one or more spreadsheet(s) (each, an “Adjustment Spreadsheet” and together with the Initial Spreadsheet, the “Spreadsheets”), setting forth the allocation of each payment to be made to the Pre-Closing Holders hereunder after the Closing Date. The Shareholders’ Representative shall may deliver or cause to be delivered to Parent each applicable Adjustment Spreadsheet a spreadsheet setting forth in reasonable detail, (iA) with respect to the payment aggregate portion of any amounts pursuant to Section 2.8(d) (if any amount is such Additional Consideration payable to the Pre-Closing Holders after the Closing Dateeach Equityholder and (B) no less than three (3) Business Days after final determination of the Adjustment Amount pursuant to Section 2.8 or (ii) with respect to the release of any portion of the Adjustment Escrow Amount, at least three (3) Business Days prior to the scheduled release of any amount of the Adjustment Escrow Amount. Unless otherwise provided herein, all payments made pursuant to this Agreement and each Spreadsheet shall be made in cash by updated wire transfer of immediately available funds. With respect to the Initial instructions (such spreadsheet containing such information, an “Additional Consideration Spreadsheet, the Company shall cooperate in good faith with Parent to provide to Parent, as promptly as practicable after Parent’s reasonable request, reasonable supporting information necessary to review the Company’s calculations of the Estimated Price Components and other information included in the Initial Spreadsheet Parent shall be entitled to rely on the accuracy of any Spreadsheet in all respects, including with respect to the amounts of the Total Closing Cash Consideration, Per Share Company Closing Cash Consideration, Per Share Stock Consideration, Per Share Consideration, Total Closing Consideration, and the amounts each Pre-Closing Holder is entitled to receive pursuant to Section 2.5, in each case, as set forth on the applicable Spreadsheet, without any obligation to investigate or verify the accuracy or correctness thereof, and, to the extent that payments are made in accordance with the Spreadsheets, in no event shall the Buyer Parties or their Affiliates (including, following the Closings, TargetCo and the Company) and their respective shareholders have any liability to any Pre-Closing Holder or the Shareholders’ Representative in connection with any claims relating to any actual or alleged inaccuracy, miscalculations or other error in the amounts payable pursuant to any Spreadsheet (or any other failure by the Company or the Shareholders’ Representative to accurately prepare and calculate such amounts and the allocation set forth therein) or payments made by any of the Buyer Parties, the Company or otherwise in accordance therewith. Parent’s obligation to make any payments pursuant to Section 2.8 shall be deemed fulfilled to the extent such payments are made by the applicable Affiliate of Parent in accordance with the applicable Spreadsheet. Notwithstanding anything else to the contrary contained in this Agreement, (x) subject to clause (y”), in no event shall the aggregate amount due to Pre-Closing Holders from any of the Buyer Parties as consideration for the Company Shares and Company Shares in connection with the Transactions exceed the aggregate amounts required to be paid or issued under Article II and (y) the Buyer Parties acknowledge and agree that the Company and the Shareholders’ Representative (including in preparation of the Spreadsheets) are relying on Parent’s calculation of Undisclosed and that the Buyer Parties may not rely on the accuracy of the Spreadsheets to the extent any error therein results from a failure of Parent’s calculation of the Undisclosed Shares to be accurate and complete in all respects, and nothing in this Section 7.12 shall prejudice any party’s rights with respect to such failure.