Closing Payment Spreadsheet definition

Closing Payment Spreadsheet has the meaning set forth in Section 2.4.

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Closing Payment Spreadsheet is defined in Section 4.3(a)(ii).

Closing Payment Spreadsheet has the meaning set forth in Section 8.10(d).

Examples of Closing Payment Spreadsheet in a sentence

Any subsequent Payments shall be made in accordance with written disbursement instructions delivered to the Payments Administrator by Buyer and the Representative (“Subsequent Payment Spreadsheet” and together with the Closing Payment Spreadsheet, “Payment Spreadsheet”).
All such amounts and calculations and components thereof shall be set forth in the Closing Payment Spreadsheet.
The Securityholder Representative shall deliver to Buyer an updated version of the Closing Payment Spreadsheet (the “Post-Closing Payment Spreadsheet”) within five (5) Business Days after the determination of the Final Total Closing Consideration in a form and substance reasonably satisfactory to Buyer and accompanied by documentation reasonably satisfactory to Buyer in support of the information set forth therein.
Parent will make the payments provided for in Sections 2.4(b)(iii)(B) and 2.4(c) by wire transfer of immediately available funds pursuant to wire transfer instructions to be provided by Representative concurrently with the Closing Payment Spreadsheet.
As of immediately prior to the Closing, an accurate and complete list of all holders of Shares (as recorded in the register of members of the Company), including the number and class of Shares held by each Shareholder, will be set forth on the Closing Payment Spreadsheet.
The amount of the Closing Consideration Amount payable to each Shareholder in the Closing Payment Spreadsheet will be consistent with and in accordance with the Company Articles and the Investor Rights Agreement.
Without limiting any rights or remedies of the Parent or the Merger Sub under this Agreement or any other Transaction Document, as between the Stockholder Representative and the Company Holders, the Stockholder Representative shall be entitled to: (i) rely upon the Closing Payment Spreadsheet, (ii) rely upon any signature reasonably believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Holder or other party.
The Buyer Parties shall have received from the Company the Estimated Net Working Capital Statement, the Closing Shareholdings Certificate, the Certificate of Company Transaction Expenses and Company Debts, the Withholding Tax Certificate, and the Closing Payment Spreadsheet.
Buyer will make the payments provided for in Sections 2.4(a) through 2.4(c) by wire transfer of immediately available funds pursuant to wire transfer instructions to be provided by the Stockholder Representative concurrently with the Closing Payment Spreadsheet.
As of the date hereof, the Signing Payment Spreadsheet contains, and as of the Closing, the Closing Payment Spreadsheet will contain, a true, complete and correct list of the classes, series, amounts and electronic certificate numbers of authorized, issued and outstanding capital stock of the Company, and the holders thereof, as of their respective dates.

Related to Closing Payment Spreadsheet

Closing Payment has the meaning set forth in Section 2.2.
Consideration Spreadsheet has the meaning set forth in Section 2.16(a).
Closing Payment Amount has the meaning set forth in Section 2.06(d).
Closing Cash Amount means the amount of cash and cash equivalents held by the Company and the Company’s Subsidiaries, net of outstanding checks, as of the close of business on the day immediately preceding the Closing Date.
Estimated Closing Cash has the meaning set forth in Section 2.6(a).

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