Allocation Schedule Sample Clauses

Allocation Schedule. No later than five (5) Business Days prior to the Closing Date, each Company Party shall deliver to Parent an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Parties Stock held by each Company Parties Stockholder, (b) the number of Parent Shares to be allocated to each holder at the Effective Time, (c) with respect to VSee, the VSee Cash Consideration to be allocated to each VSee Stockholder at the Effective Time, detailing the allocation of such VSee Cash Consideration between cash and VSee Convertible Notes in accordance with Section 2.1(b)(ii), (d) with respect to iDoc, the iDoc Cash Consideration to be allocated to each iDoc Stockholder at the Effective Time, detailing the allocation of such iDoc Cash Consideration between cash and iDoc Closing Convertible Notes in accordance with Section 2.1(c) and Section 2.6(j), and (e) a certification, duly executed by an authorized officer of each Company Party, that (i) the information delivered pursuant to clauses (a), (b), (e), and, as applicable (c) and (d) is, and will be as of immediately prior to the Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (ii) the Company Parties have performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.5(b). The Company Parties will review any comments to the Allocation Schedule provided by Parent or any of its Representatives and revise the Allocation Schedule to include any comments proposed by Parent or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of shares of Parent Common Stock that each Company Parties Stockholder will have a right to receive pursuant to Section 2.1(b)(ii) and Section 2.1(c) will be rounded down to the nearest whole share and (B) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of each Company Party, the Company Parties Stockholders Agreements, the Company Parties Equity Plans or any other Contract to which a Company Party is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company Parties pursuant to Section 2.5).
Allocation Schedule. The Company acknowledges and agrees that (i) the Total Merger Consideration is being allocated among the Pre-Closing Holders pursuant to the schedule in the form set forth on Section 3.07 of the Schedules to this Agreement and delivered by the Company to Acquiror at least three Business Days prior to the anticipated Closing Date (the “Allocation Schedule”) and such allocation (i) is and will be in accordance with the governing documents of the Company, the Company Stockholder Agreements and applicable Law, (ii) does and will set forth (A) the mailing addresses and email addresses, for each Pre-Closing Holder, (B) the number and class of Equity Securities owned by each Pre-Closing Holder, (C) the portion of the Total Merger Consideration allocated to each Pre-Closing Holder, and (D) with respect to each Pre-Closing Holder of Company Options, the number of shares Acquiror Common Stock subject to, and the exercise price per share Acquiror Common Stock of, each Acquiror Option and (iii) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). For illustrative purposes only, set forth on Section 3.07 of the Schedules to this Agreement is the Allocation Schedule as it would have been prepared if the Closing Date were the date hereof (it being understood that such illustrative Allocation Schedule set forth on Section 3.07 of the Schedules to this Agreement is illustrative only and not binding in any manner on the Parties); provided that, the Parties agree that such illustrative Allocation Schedule shall not be required to set forth the mailing addresses and email addresses for the Pre-Closing Holders. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment, issuance, reserve for issuance (including as reserved in respect of the Company Options pursuant to Sections 3.01(d)) or any other treatment of the Total Merger Consideration on the Closing Date in accordance with the Allocation Schedule, Acquiror and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement, and none of them shall have (I) any further obligations to the Company, any Pre-Closing Holder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Total Merger Consideration), or (II) any liability with respect to the allocation of the consideration under this Agreement, and t...
Allocation Schedule. Within ninety (90) days following the finalization of the adjustments in accordance with Section 4(d), or such later time as mutually agreed by Seller and OpCo Purchaser, OpCo Purchaser shall prepare and provide to Seller a schedule for income Tax purposes allocating the OpCo Transaction Consideration and any other relevant items among each of the OpCo Acquired Interests (and, with respect to the OpCo Acquired Companies that are disregarded entities for U.S. federal income tax purposes, the assets of such OpCo Acquired Companies) and the Licensed IP in compliance with Section 1060 of the Code and the regulations thereunder (the “Allocation Schedule”). Seller shall have a period of fifteen (15) Business Days after the delivery of the Allocation Schedule (the “Allocation Response Period”) to present in writing to OpCo Purchaser notice of any objections Seller may have to the allocations set forth therein (an “Allocation Objections Notice”). Unless Seller timely objects, such Allocation Schedule shall be binding on the parties without further adjustment, absent manifest error. If Seller shall raise any objections within the Allocation Response Period, OpCo Purchaser and Seller shall negotiate in good faith and use reasonable best efforts to resolve such dispute. If the parties fail to agree within fifteen (15) days after the delivery of the Allocation Objections Notice, then the disputed items shall be resolved by the Accounting Firm consistent with fair and reasonable industry standards. The Accounting Firm’s determination shall be final and binding on the parties. The Accounting Firm shall resolve the dispute within thirty (30) days after the item has been referred to it. The costs, fees and expenses of the Accounting Firm shall be borne equally by Seller and OpCo Purchaser. Seller and OpCo Purchaser shall use such allocation for all reporting purposes with respect to federal, state and local Taxes. Each of Seller and OpCo Purchaser agrees to prepare and file all Tax Returns in accordance with and based upon the final Allocation Schedule. OpCo Purchaser and Seller shall promptly inform one another of any challenge by any Governmental Authority to the allocation and shall consult and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge. In addition, in the event that there is any adjustment to the OpCo Transaction Consideration pursuant to this Agreement or the Contingent Lease Su...
Allocation Schedule. (a) The Company shall prepare and deliver to Parent a spreadsheet (the “Allocation Schedule”) at least five (5) Business Days prior to the Closing and reasonably satisfactory to Parent, which Allocation Schedule shall be dated as of the Closing Date and shall set forth all of the information (in addition to the other required data and information specified therein) set forth on Schedule B hereto, as of immediately prior to the Closing.
Allocation Schedule. At least three Business Days prior to the Closing Date, the Company shall deliver the Allocation Schedule to Buyer and the Exchange Agent. The Allocation Schedule and the calculations and determinations contained therein shall be prepared in accordance with the Organizational Documents of the Company, the NRS and the applicable definitions contained in this Agreement. The Buyer Parties shall be entitled to rely (without any duty of inquiry) upon the Allocation Schedule. The Company hereby waives, and the Letter of Transmittal that shall be required to be delivered by the Holders (other than holders of publicly traded shares of Company Common Stock) as a condition to receipt of any consideration hereunder shall include a waiver of, any and all claims (a) that the Allocation Schedule did not accurately reflect the terms of the Company Organizational Documents, and (b) in connection with the issuance of any securities of the Company (including any rights to indemnities from the Company or any of its Affiliates pursuant to any Contract entered into by such holder in connection with such issuance); provided, that in no event shall the amounts set forth on the Allocation Schedule result in, or require Buyer or any other Person to issue or pay hereunder, an amount greater than the aggregate of the Closing Merger Consideration and the Earnout Consideration.
Allocation Schedule. (a) At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Atlas an allocation schedule (the “Allocation Schedule”) setting forth:
Allocation Schedule. The Parent Guarantor, the Borrower and the Lenders shall have agreed on a schedule denoting allocations of proceeds between the Second Amendment Effective Date Warrants and the Loans to be made on the Second Amendment Effective Date.
Allocation Schedule. No later than five Business Days prior to the Closing Date, the Company shall deliver to MEOA an allocation schedule (the “Allocation Schedule”) setting forth:
Allocation Schedule. The Company acknowledges and agrees that the Total Share Consideration is being allocated among the Company Stockholders pursuant to the schedule set forth on Schedule 1.3(k) (the “Allocation Schedule”). The Allocation Schedule reflects the information therein as of the date hereof and will be updated and delivered by the Company to Parent at least three (3) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that the allocation among the Company Stockholders shown thereof is and will be in accordance with the Charter Documents of the Company and applicable Law. In addition, the Allocation Schedule (A) does and will set forth (1) the mailing addresses and email addresses for each Pre-Closing Holder, (2) the number and class of Company Common Stock (giving effect to the Company Preferred Stock Conversion), Company Preferred Stock, Company Stock Options, Company Warrants, and/or Company RSUs owned by each Pre-Closing Holder, (3) the number of shares of Parent Class A Common Stock allocated to each Company Stockholder, (4) with respect to each Pre-Closing Holder of Company Stock Options, the number of shares of Parent Class A Common Stock subject to, and the exercise price per share of Parent Class A Common Stock of, each Substitute Option, (5) with respect to each Pre-Closing Holder of Company Warrants, the number of shares of Parent Class A Common Stock subject to, and the exercise price per share of Parent Class A Common Stock of, each Substitute Warrant, and (6) with respect to each Pre-Closing Holder of Company RSUs, the number of shares of Parent Class A Common Stock subject to each Substitute RSU, and (B) is and will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). Parent shall be entitled to conclusively rely on the Allocation Schedule (as updated prior to the Closing Date), and neither Parent nor its Affiliates shall have any Liability with respect to the allocation of the Total Share Consideration among the Company Stockholders or the calculation of the number of shares of Parent Class A Common Stock subject to, or the exercise price per share of Parent Class A Common Stock of (as applicable), Substitute Options, Substitute Warrants and Substitute RSUs under this Agreement.
Allocation Schedule. The parties acknowledge and agree that by reason of the status of the LLC as an entity disregarded as separate from its owner pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii), the purchase of the Membership Interests by Buyer from Seller shall be treated as a purchase by Buyer from Seller of all of the assets owned by the LLC (the “Assets”) as of the Closing Date for purposes of federal income Taxes, and a sale of the Assets by Seller to Buyer. The parties agree that the total consideration deemed received by Seller from Buyer pursuant to this Agreement in exchange for the Assets (the “Total Tax Consideration”), including the Purchase Price, the liabilities of the LLC as of the Closing Date and any other relevant items that are properly includible in determining the amount realized by Seller for federal income Tax purposes in connection with the deemed sale of the Assets resulting from sale of the Membership Interests shall be allocated among the Assets in accordance with Section 1060 of the Code. Schedule 8.1(c) sets forth amounts that the parties agree are the fair market values of specific Assets or groups of Assets as of the Closing Date, or the method by which such fair market values shall be determined after the Closing. Within 60 days after the Closing Date, Buyer shall prepare and deliver to Seller an allocation schedule allocating the Total Tax Consideration among the Assets (the “Allocation Schedule”). The Allocation Schedule shall be based upon their fair market values of any Assets set forth on Schedule 8.1(c), and in the case of any other Assets, upon a determination by Buyer of the fair market values of such Assets. Upon receipt of the Allocation Schedule, Seller shall, for a period of 30 days, have the right to review and comment on the Allocation Schedule and Buyer shall make such revisions to the Allocation Schedule as are reasonably requested by Seller and consented to by Buyer, which consent shall not be unreasonably withheld. In the event of any disagreement between Buyer and Seller regarding the Allocation Schedule, such disagreement shall be resolved by the selection of an independent appraiser acceptable to Buyer and Seller to prepare and provide to Buyer and Seller a valuation of the Assets (but not inconsistently with any values agreed by Schedule 8.1(c)). The final mutually agreed upon or determined Allocation Schedule shall be binding on the parties for Tax purposes, and the parties shall file all income Tax Returns ...