Common use of Allocation Certificate Clause in Contracts

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 Privateer shall have delivered prepare and deliver to Buyer Tilray at least five Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of Privateer in a form reasonably acceptable to Tilray (the “Allocation Certificate”) of the Company signed by the Chief Executive Officer and the Chief Financial Officer of the Company certifying, in each case setting forth (as of immediately prior to the Closing, Effective Time) (Ai) the identity of each record holder of Company Privateer Common Stock and the number of shares of Company Common Stock held by each such Company StockholderPrivateer Options; (Bii) the identity of each record holder of a Company Option, such holder’s name; (iii) the number and type of Company Capital Privateer Common Stock covered by such Company Option held by and/or underlying Privateer Options as of the immediately prior to the Effective Time for each such holder, the exercise prices and vesting schedules thereof, ; (iv) the number and type of Company Capital shares of Tilray Common 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 issued 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 , or to underlie any Tilray Option to be deducted issued to such holder, pursuant to this Agreement 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 calculated in accordance with the Privateer Allocation in respect of Privateer Common Stock or in accordance with Section 5.5(d) in respect of Privateer Options held by such holder as of immediately prior to the Effective Time, (v) the cash dollar amount (rounded to the nearest whole cent), without interest, to be issued to such holder, if applicable, in lieu of any fractional shares of Tilray Common Stock pursuant to Section 1.5(c), (vi) the cash dollar amount (rounded to the nearest whole cent), without interest, to be issued to such holder, if applicable, of the portion of Cash Merger Consideration to be paid to such holder pursuant to this Agreement and calculated in accordance with the Privateer Allocation or the Cash-Out Options Allocation, as applicable, (vii) the Pro Rata Consideration Ratio, (viii) each Privateer Stockholder’s Pro Rata Cash Portion, (ix) each Privateer Stockholder’s Pro Rata Portion (x) each Founder Pro Rata Portion, (xi) the Option Exchange Ratio, (xii) the Cash Consideration Shares, including the Stock Cash Consideration Shares and the disbursements thereofOption Cash Consideration Shares, including (xiii) each Privateer Stockholder’s Escrow Allocation, (xiv) the Aggregate Cash Option Consideration, (xv) the Aggregate In-the-Money Option Value, (xvi) the Option FMV, (xvii) the Total Cash-Out Options, (xviii) with respect to each holder of a Privateer Option that is a Privateer Service Provider, (A) such holder’s Individual In-the-Money Option Value, (B) such holder’s Optionholder Cash Percentage, (C) such holder’s Individual Option Cash Consideration, (D) such holder’s Cash-Out Options Allocation for each grant, and (E) such holder’s aggregate number of Terminating Privateer Options (if any) and (xix) each calculation underlying or related to the Escrow Amountforegoing, and (xx) with respect to each holder of a Privateer Option that is a Privateer Service Provider, whether such holder has terminated Continuous Service and if so, the date of such termination and the reason therefor. Concurrently with the execution of this Agreement, Privateer shall deliver to Tilray a draft of the Allocation Certificate containing the above information as reasonably anticipated to be immediately prior to the Effective Time.

Allocation Certificate. The Prior to the Closing, the Company shall have delivered deliver to Buyer Parent and the Stockholder Representative a certificate (the “Allocation Certificate”) of the Company signed by the Chief Executive Officer and the Chief Financial Officer of the Company certifyingsetting forth, in each case expected as of the Closing, : (A) the identity name of each record holder of Company Common Stock Shares and the number of shares of Company Common Stock Shares held by each such Company Stockholder; (B) the identity name of each record holder of a Company Option, Warrants and 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 Shares subject to each such Company Option that will be exercisable as of the ClosingWarrant, and whether such the exercise price of each Company Option is intended to be qualified as an “incentive stock option” under Section 422 of the CodeWarrant; (C) the identity portion and form of the Merger Consideration payable to each record holder of Unvested Company Shares, the number of Company Common Stock held by such Company Stockholder and the vesting schedules thereofSecurityholder pursuant to this Section 2(e); (D) the address of record name of each holder participant in the Management Plans and the portion of Company Capital Stockthe Merger Consideration to be paid to such participant (the aggregate amount set forth in this clause (D), each holder of Company Options and each holder of Unvested Company Sharesthe “Initial Management Payment Amount”); (E) the Total Consideration, Closing Cash Amount, Vested Option Value, Unvested portion and form of the Merger Consideration to be withheld from each 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, Securityholder and each participant in the Management Plans in establishing the Escrow Amount allocable to each such holderFund; and (F) the amounts required portion of the Merger Consideration to be deducted withheld from each Company Securityholder and withheld each participant in the Management Plans in establishing the Reserve Fund; (other than in respect G) the portion and form of backup withholdingthe Merger Consideration (after taking into account the aggregate exercise price of the Company Warrants) from to be paid to each Company Securityholder at Closing after deduction for the consideration otherwise Escrow Fund, the Reserve Fund, the CEO Payment and the Initial Management Payment Amount; (H) the percentage of the Escrow Fund and Reserve Fund payable to each such holder with respect to Company Securityholder and each participant in the payments or any other Tax withholding obligation in respect Management Plans following the Closing and (I) the portion of the Merger or Consideration that would otherwise be payable to certain Company Securityholders to be payable to certain other Company Securityholders, pursuant to that certain Junior Securities Allocation Agreement entered into as of the exercise or settlement of any date hereof by and among the Company Option or and the vesting of restricted stock under the Code or any other Tax Law, which Company Securityholders named therein. The Allocation Certificate when approved shall (1) be in accordance with the Charter Documents as reasonably determined by Buyer shall the board of directors of the Company; (2) allocate the applicable cash portion of the Merger Consideration to the applicable Company Securityholders who are not Eligible Holders and, thereafter, allocate the remaining cash portion of the Merger Consideration and Aggregate Parent Share Consideration to the applicable Company Securityholders who are Eligible Holders and participants in the Management Plans and (3) be deemed the definitive allocation of Total the Merger Consideration among payable to the Participating Holders Company Securityholders and holders participants in the Management Plans (except with respect to changes resulting from adjustments to the Merger Consideration under Sections 2(h) and 2(i)). Prior to the Closing, the Company may provide Parent and the Stockholder Representative with one or more updates to the Allocation Certificate as necessary to reflect (x) changes in the ownership of Unvested the Company Options Shares during such time, (y) changes in the allocation resulting from the terms of any underlying security or plan and (z) any adjustments to the amount or form of Merger Consideration in accordance with the Merger terms and the disbursements thereof, including with respect to the Escrow Amountprovisions of this Agreement.

Allocation Certificate. The On the Closing Date, the Company shall have delivered deliver to Buyer Parent 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 Shares (other than Company Restricted Stock) and the number of shares of Company Common Stock Shares held by each such Company Stockholder; (B) the identity of each record holder of Company Preferred Shares and the number of Company Preferred Shares held by each such Stockholder; (C) the identity of each record holder of a Company OptionParticipating Stock Right, the number and type of Company Capital Stock Shares covered by such Company Option Participating Stock Rights held by such holder, the exercise prices and vesting schedules thereof, the number and type of Company Capital Stock Shares subject to each such Company Option Participating Stock Right that will be exercisable as of the Closing, and whether such Company Option Participating Stock Right is intended to be qualified as an “incentive stock option” under Section 422 of the Code; (CD) the identity of each record holder of Unvested Company SharesRestricted Stock, the number of Company Common Stock Shares held by such Company Stockholder and the vesting schedules thereof; (DE) the address of record of each holder of Company Capital StockShares, each holder of Company Options Participating Stock Rights and each holder of Unvested Company SharesRestricted Stock; (EF) 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, Merger Consideration and Escrow Amount allocable to each such holder; and (FG) 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 Stock Right or the vesting of restricted stock under the Code or any other Tax Law, which Allocation Certificate when approved by Buyer Parent shall be deemed the definitive allocation of Total Merger 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. In the event of a Closing Indebtedness Payment or that Parent elects to pay cash in lieu of shares of Parent Common Stock in accordance with Section 1.6, in completing the Allocation Certificate the parties may, by mutual written agreement, make adjustments in the Allocation Certificate to the extent necessary to achieve the intent of the conversion formulas set forth in this Section 1.6.

Allocation Certificate. The Upon the execution of this Agreement, the Company shall have delivered deliver to Buyer Parent and the Stockholder Representative a certificate (the “Allocation Certificate”) of the Company signed by the Chief Executive Officer and the Chief Financial Officer of the Company certifyingsetting forth, in each case as of the Closing, most recent practicable date: (Ai) the identity of each record holder of Company Common Capital Stock and the number of shares of Company Common Stock and/or Company Preferred Stock held by each such Company Stockholder; (Bii) the identity of each record holder of a Company Option, Options and Company Warrants and 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 shares of Company Capital Stock subject to each such Company Option that will and Company Warrant; (iii) the portion of the Merger Consideration (as adjusted pursuant to Section 2.11) payable to each Company Securityholder pursuant to this Section 2.6; (iv) the amount of any required Tax withholding, if any, from the Merger Consideration (as adjusted pursuant to Section 2.11) to be exercisable paid to the Company Securityholders; (v) the portion of the Merger Consideration (as adjusted pursuant to Section 2.11) to be withheld from each Company Securityholder in establishing the Escrow Account; (vi) the portion of the Merger Consideration (as adjusted pursuant to Section 2.11) to be withheld from each Company Securityholder in establishing the Stockholder Representative Account; (vii) the portion of the Merger Consideration (as adjusted pursuant to Section 2.11) to be withheld from each Company Securityholder in establishing the Retention Account; (viii) the portion of the Merger Consideration (as adjusted pursuant to Section 2.11) to be paid to each Company Securityholder at Closing after deduction for the amounts set forth in (iv), (v), (vi) and (vii) above; (ix) the percentage of the Net Working Capital Adjustment to be paid to each Company Securityholder pursuant to Section 2.11(g); and (x) the percentage of the Earnout Payment to be paid to each Company Securityholder following the Earnout Determination Date pursuant to Section 2.10. Between the date hereof and Closing, the Company shall provide Parent and the Stockholder Representative with one or more updates to the Allocation Certificate as necessary to reflect (x) changes in the ownership of the Company Capital Stock during such time and (y) any adjustments to the Merger Consideration in accordance with the terms and provisions of this Agreement, and shall deliver a final Allocation Certificate at the Closing setting forth the matters described above as of the Closing, and whether such Company Option is intended to be qualified as an Closing (the “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 Final Allocation Certificate”). Such Final 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 Consideration payable to the disbursements thereof, including Company Securityholders (except with respect to changes resulting from adjustments to the Escrow AmountMerger Consideration under Section 2.8(g), Section 2.10, Section 2.11, Section 2.12 and Article VII).

Allocation Certificate. The Company Holdco shall have delivered prepare and deliver to Buyer Pubco at least ten (10) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of Holdco in a form reasonably acceptable to Pubco (the “Allocation Certificate”) of the Company signed by the Chief Executive Officer and the Chief Financial Officer of the Company certifying, in each case setting forth (as of immediately prior to the Closing, First Effective Time) (Aa) the identity of each record holder of Company Holdco Common Stock Stock, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Stock, Holdco Warrants and the number of shares of Company Common Stock held by each such Company StockholderHoldco Options; (Bb) the identity of each record holder of a Company Option, such holder’s name; (c) the number and type of Company Capital Holdco Common Stock, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Stock covered by such Company Option and/or Holdco Warrants held by and/or underlying Holdco Options as of the immediately prior to the First Effective Time for each such holder, the exercise prices and vesting schedules thereof, ; (d) the number and type of Company Capital Stock subject to each such Company Option that will be exercisable as shares of the Closing, Pubco Shares and whether such Company Option is intended Pubco Non-Voting Shares 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 issued 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 , or to underlie any Exchanged Option to be deducted issued to such holder, pursuant to this Agreement 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 calculated in accordance with the Per Share Merger Consideration in respect of Holdco Common Stock, Holdco Voting Preferred Stock, Holdco Non-Voting Preferred Stock and/or Holdco Warrants or in accordance with Section 3.02(a)(vi) in respect of Holdco Options held by such holder as of immediately prior to the First Effective Time, (e) the Exchange Ratio, (f) the Discounted Exchange Ratio, (g) the Per Share Merger Consideration, (h) each holder’s Exchanged Options, and (i) each calculation underlying or related to the disbursements thereofforegoing, including and (j) with respect to each holder of a Holdco Option that is a Holdco service provider, whether such holder has terminated continuous service and if so, the Escrow Amountdate of such termination and the reason therefor. Holdco shall incorporate any comments provided by Pubco in good faith to the Allocation Certificate and any drafts thereof, and the Allocation Certificate shall be in mutually acceptable form prior to Closing.