Allocation Certificate. At least three (3) Business Days prior to the Initial Closing Date, the Company shall deliver to Investor a certificate (the “Allocation Certificate”) signed by the Chief Financial Officer of the Company, setting forth and certifying on behalf of the Company the following:
Allocation Certificate. (a) Three Business Days prior to the Closing Date, the Company shall deliver to Parent a certificate (the “Allocation Certificate”) of the Company signed by the Chief Executive Officer of the Company certifying as to the accuracy and completeness, in each case as of the Closing, of:
Allocation Certificate. The Chief Financial Officer of Company will have executed and delivered to Parent the Allocation Certificate.
Allocation Certificate. Company will prepare and deliver to Parent at least two Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer and Secretary of Company in a form reasonably acceptable to Parent which sets forth (a) a true and complete list of the Company Stockholders immediately prior to the Effective Time and the number and type of shares of Company Capital Stock owned by each such Company Stockholder, and (b) the allocation of the Merger Consideration among the Company Stockholders pursuant to the Merger (the “Allocation Certificate”).
Allocation Certificate. The Company shall have delivered to Buyer a certificate (the “Allocation Certificate”) of the Company signed by the Chief Executive Officer and the Chief Financial Officer of the Company certifying, in each case as of the Closing, (A) the identity of each record holder of Company Common Stock and the number of shares of Company Common Stock held by each such Company Stockholder; (B) the identity of each record holder of a Company Option, the number and type of Company Capital Stock covered by such Company Option held by such holder, the exercise prices and vesting schedules thereof, the number and type of Company Capital Stock subject to each such Company Option that will be exercisable as of the Closing, and whether such Company Option is intended to be qualified as an “incentive stock option” under Section 422 of the Code; (C) the identity of each record holder of Unvested Company Shares, the number of Company Common Stock held by such Company Stockholder and the vesting schedules thereof; (D) the address of record of each holder of Company Capital Stock, each holder of Company Options and each holder of Unvested Company Shares; (E) the Total Consideration, Closing Cash Amount, Vested Option Value, Unvested Company Share Amount, Group A Unvested Option Value, Group B Unvested Option Value, such number of shares of Buyer Preferred Stock issuable to a Group B Holder, Group B Cash Payment, Cash for Tax with respect to Group B Holders, and Escrow Amount allocable to each such holder; and (F) the amounts required to be deducted and withheld (other than in respect of backup withholding) from the consideration otherwise payable to each such holder with respect to the payments or any other Tax withholding obligation in respect of the Merger or the exercise or settlement of any Company Option or the vesting of restricted stock under the Code or any other Tax Law, which Allocation Certificate when approved by Buyer shall be deemed the definitive allocation of Total Consideration among the Participating Holders and holders of Unvested Company Options in accordance with the Merger and the disbursements thereof, including with respect to the Escrow Amount.
Allocation Certificate. The Company will prepare and deliver to Parent at least two (2) Business Days prior to the Closing Date a certificate signed by the Chief Executive Officer of the Company in a form reasonably acceptable to Parent setting forth (as of immediately prior to the Effective Time) (a) each holder of Company Capital Stock or Company Options, (b) such holder’s name and address, (c) the number and type of Company Capital Stock held and/or underlying the Company Options as of the Closing Date for each such holder and (d) the number of shares of Parent Common Stock to be issued to such holder, or to underlie any Parent Option to be issued to such holder, pursuant to this Agreement in respect of the Company Capital Stock or Company Options held by such holder as of immediately prior to the Effective Time (the “Allocation Certificate”).
Allocation Certificate. The Company shall prepare and deliver to Parent at the Closing a certificate signed by the Chief Financial Officer and Secretary of the Company in a form reasonably acceptable to Parent as to the capitalization of the Company immediately prior to the Effective Time and the allocation of the Total Parent Shares among the holders of shares of Company Common Stock and Company Stock Options (collectively, the “Company Equity Holders”) pursuant to the Merger (the “Allocation Certificate”). The Allocation Certificate shall set forth (a) a true and complete list of the Company Equity Holders immediately prior to the Effective Time and the number of shares of Company Common Stock and/or Company Stock Options owned by each such Company Equity Holder, and (b) the allocation of the Total Parent Shares among the Company Equity Holders pursuant to the Merger.
Allocation Certificate. The Authority’s issuance of the Allocation Certificate is conditioned upon the satisfaction of the Owner of all requirements in the Qualified Allocation Plan for the issuance of such certificate.
Allocation Certificate. (a) Prior to or on the date hereof, the Company delivered to Parent (the date of such delivery, the “Allocation Date”) a certificate (the “Allocation Certificate”) of the Company signed by the Chief Executive Officer of the Company certifying as to the accuracy and completeness, in each case as of the date hereof, of:
Allocation Certificate. The Company shall have delivered to Parent the Allocation Certificate pursuant to Section 6.8.
