Allocation Letter Sample Clauses

Allocation Letter. In the event that the Sellers want any portion of the Stock Consideration or the Additional Stock Consideration to be delivered to any Parent Holder that is (i) an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Securities Act, and (ii) a United States Person within the meaning of Section 7701(a) of the Code, the Representative shall provide written instructions signed by the Sellers and such Parent Holder (a “Allocation Letter”) to Buyer at least five (5) Business Days prior to such delivery, and the Allocation Letter shall (i) specify such portion of the Stock Consideration or the Additional Stock Consideration to be delivered to such Parent Holder and such other information reasonably requested by Buyer, and (ii) include a representation that such Parent Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Securities Act and a covenant that such Parent Holder shall submit to Buyer such further assurances of such status as may be reasonably requested by Buyer. The Parties acknowledge and agree that such delivery will be treated for income tax purposes as a payment to the Sellers in exchange for the Acquired Assets consistent with Section 10.3, and if delivered to a Parent Holder, a distribution of such Stock Consideration or Additional Stock Consideration by the relevant Seller to such Parent Holder.