Common use of Allocation Certificates Clause in Contracts

Allocation Certificates. (a) The Company will prepare and deliver to Parent at least ten (10) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of the Company in a form reasonably acceptable to Parent setting forth (as of immediately prior to the Effective Time) (i) each holder of Company Capital Stock, Company Options and Company Warrants, (ii) such holder’s name and address; (iii) the number and type of Company Capital Stock held and/or underlying the Company Options and Company Warrants as of the immediately prior to the Effective Time for each such holder; and (iv) the number of shares of Parent Common Stock to be issued to such holder, or to underlie any Parent Option or Company Warrant to be issued to such holder, pursuant to this Agreement in respect of the Company Capital Stock, Company Options or Company Warrants held by such holder as of immediately prior to the Effective Time (the “Allocation Certificate”).

Appears in 5 contracts

Samples: Agreement and Plan of Merger and Reorganization (Silverback Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Bell Robert G.), Agreement and Plan of Merger and Reorganization (Silverback Therapeutics, Inc.)

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Allocation Certificates. (a) The Company will prepare and deliver to Parent at least ten (10) five Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of the Company in a form reasonably acceptable to Parent setting forth (as of immediately prior to the Effective Time) (i) each holder of Company Capital Common Stock, Company Options Options, and Company Warrants, ; (ii) such holder’s name and address; (iii) the number and type of Company Capital Common Stock held and/or underlying the Company Options Options, and Company Warrants as of the immediately prior to the Effective Time for each such holder; and (iv) the number of shares of Parent Common Stock to be issued to such holder, or to underlie any Parent Company Option or Company Warrant to be issued to such holder, pursuant to this Agreement in respect of the Company Capital Common Stock, Company Options or Company Warrants held by such holder as of immediately prior to the Effective Time (the “Allocation Certificate”).

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (GTX Inc /De/)

Allocation Certificates. (a) The Company will prepare and deliver to Parent at least ten (10) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of the Company in a form reasonably acceptable to Parent setting forth (as of immediately prior to the Effective Time) (i) each holder of Company Capital Stock, Company Options and Company Warrants, (ii) such holder’s name and address; (iii) the number and type of Company Capital Stock held and/or underlying the Company Options and Company Warrants as of the immediately prior to the Effective Time for each such holder; and (iv) the number of shares of Parent Common Stock to be issued to such holder, or to underlie any Parent Option or Company Warrant to be issued to such holder, pursuant to this Agreement in respect of the Company Capital Stock, Company Options or Company Warrants held by such holder as of immediately prior to the Effective Time (the “Allocation Certificate”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vical Inc)

Allocation Certificates. (a) The Company will prepare and deliver to Parent at least ten (10) five Business Days prior to the Closing Date a certificate signed by the Chief Financial Executive Officer of the Company in a form reasonably acceptable to Parent setting forth (as of immediately prior to the Effective Time) (i) each holder of Company Capital Common Stock, Company Options Options, and Company Warrants, ; (ii) such holder’s name and address; (iii) the number and type of Company Capital Common Stock held and/or underlying the Company Options Options, and Company Warrants as of the immediately prior to the Effective Time for each such holder; and (iv) the number of shares of Parent Common Stock to be issued to such holder, or to underlie any Parent Company Option or Company Warrant to be issued to such holder, pursuant to this Agreement in respect of the Company Capital Common Stock, Company Options or Company Warrants held by such holder as of immediately prior to the Effective Time (the “Allocation Certificate”).

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Histogenics Corp)

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Allocation Certificates. (a) The Company will prepare and deliver to Parent at least ten five (105) Business Days prior to the Closing Date a certificate signed by the Chief Financial Executive Officer of the Company in a form reasonably acceptable to Parent setting forth (as of immediately prior to the Effective TimeTime and after giving effect to the closing of the Pre-Closing Financing) (i) each holder of Company Capital Stock, Company Options Stock and Company WarrantsOptions, (ii) such holder’s name and address; (iii) the number and type of Company Capital Stock held and/or underlying the Company Options and Company Warrants as of the immediately prior to the Effective Time for each such holder; and (iv) the number of shares of Parent Common Stock to be issued to such holder, or to underlie any Parent Option or Company Warrant to be issued to such holder, pursuant to this Agreement in respect of the Company Capital Stock, Stock or Company Options or Company Warrants held by such holder as of immediately prior to the Effective Time (the “Allocation Certificate”).

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Tocagen Inc)

Allocation Certificates. (a) The Company will prepare and deliver to Parent at least ten (10) two Business Days prior to the Closing Date a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company in a form reasonably acceptable to Parent setting forth (forth, as of immediately prior to the Effective Time) , after giving effect to the Pre-Closing Financing: (i) each holder of Company Capital Stock, Company Options Stock and Company Warrants, Options; (ii) such holder’s name and address; (iii) the number and type of Company Capital Stock held and/or underlying the Company Options and Company Warrants as of the immediately prior to the Effective Time for each such holderholder and the per share exercise price of each Company Option; and (iv) the number of shares of Parent Common Stock to be issued to such holder, or to underlie any Parent Option or Company Warrant to be issued to such holder, pursuant to this Agreement in respect of the Company Capital Stock, Stock or Company Options or Company Warrants held by such holder as of immediately prior to the Effective Time (the “Allocation Certificate”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sesen Bio, Inc.)

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