Common use of Allocation Schedule Clause in Contracts

Allocation Schedule. The Company shall deliver to the ListCo, at least five (5) Business Days prior to the Closing Date, a schedule (the “Allocation Schedule”) setting forth the allocation of the Closing Consideration among the Company Shareholders. The Company acknowledges and agrees that the Allocation Schedule (i) is and will be in accordance with the Organizational Documents of the Company and applicable Law, (ii) does and will set forth (A) the mailing addresses and email addresses, for each Company Shareholder, (B) the number and class of Equity Securities of the Company owned by each Company Shareholder as of immediately prior to the Closing Date, and (C) the portion of the Closing Consideration allocated to each Company Shareholder (divided into applicable Cash Consideration pro rata to the Company Shareholder’s ownership in the Purchased Shares, the ListCo Class A Common Stock and/or Pre-Funded Warrants in lieu thereof, and, if any, additional shares of ListCo Class A Common Stock to be issued pursuant to Section 2.02(c)), and (iii) is and will be accurate. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Closing Consideration on the Closing Date in accordance with the Allocation Schedule, ListCo and its Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement other than the payment of the Holdback Amount (including with respect to the Closing Consideration other than the Holdback Amount), and none of them shall have (i) any further obligations to the Company, any Company Shareholder or any other Person with respect to the payment of any consideration under this Agreement other than the Holdback Amount (including with respect to the Closing Consideration other than the Holdback Amount), or (ii) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases ListCo and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Closing Consideration among each Company Shareholder as set forth in such Allocation Schedule.

Allocation Schedule. The Company shall deliver to the ListCo, at least No later than five (5) Business Days prior to the Closing Date, a the Company shall deliver to SPAC an allocation schedule (the “Allocation Schedule”) setting forth the allocation of the Closing Consideration among the Company Shareholders. The Company acknowledges and agrees that the Allocation Schedule (a) (i) is the number of Equity Securities held by each Company Stockholder, (ii) the number of shares of Company Common Stock to be issued and will be outstanding as of immediately prior to the Effective Time pursuant to outstanding convertible instruments in accordance with the Organizational terms thereof, (iii) the number of shares of Company Common Stock subject to each Company Option held by each holder thereof, including whether each such Company Option will be a Vested Company Option or an Unvested Company Option and the exercise price thereof, (iv) the number of shares of Company Preferred Stock subject to a Warrant, including the exercise price thereof, and (v) the number of shares of Company Common Stock subject to Company Preferred Stock, (b) the number of shares of Class A Common Stock that will be subject to each Rollover Option and Rollover Warrant and the exercise price of each such Rollover Option and Rollover Warrant at the Effective Time, in each case, determined in accordance with Section 2.5, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (c) the portion of the Merger Consideration allocated to each Company Stockholder pursuant to Section 2.1(a)(vii), as well as reasonably detailed calculations with respect to the components and subcomponents thereof, and (d) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a), (b) and (c) are, and will be as of immediately prior to the Effective Time, (i) true and correct in all respects, and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company and applicable LawLaws and, (ii) does and will set forth (A) in the mailing addresses and email addressescase of Company Options, for each Company Shareholder, (B) the number and class of Equity Securities of the Company owned by each Equity Plan and any applicable grant or similar agreement with respect to any such Company Shareholder as of immediately prior Option. The Company will review any comments to the Closing Date, Allocation Schedule provided by SPAC or any of its Representatives and (C) consider in good faith and incorporate any reasonable comments proposed by SPAC or any of its Representatives to correct inaccuracies. Notwithstanding the portion of the Closing Consideration allocated to each Company Shareholder (divided into applicable Cash Consideration pro rata foregoing or anything to the Company Shareholder’s ownership in the Purchased Sharescontrary herein, the ListCo aggregate number of shares of Class A Common Stock and/or Pre-Funded Warrants in lieu thereof, and, if any, additional shares of ListCo Class A Common Stock that each Company Stockholder will have a right to be issued receive pursuant to Section 2.02(c)), and (iii2.1(a)(vii) is and will be accurate. Notwithstanding anything in this Agreement rounded down to the contrary, upon delivery, payment and issuance of the Closing Consideration on the Closing Date in accordance with the Allocation Schedule, ListCo and its Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement other than the payment of the Holdback Amount (including with respect to the Closing Consideration other than the Holdback Amount), and none of them shall have (i) any further obligations to the Company, any Company Shareholder or any other Person with respect to the payment of any consideration under this Agreement other than the Holdback Amount (including with respect to the Closing Consideration other than the Holdback Amount), or (ii) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases ListCo and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Closing Consideration among each Company Shareholder as set forth in such Allocation Schedulenearest whole share.

Allocation Schedule. The Company shall deliver to the ListCoPurchaser, at least five (5) Business Days prior to the Closing Date, a schedule (the “Allocation Schedule”) setting forth the allocation of the Closing Merger Consideration among the Company ShareholdersSecurity Holders (for the avoidance of doubt, giving effect to the Target Acquisitions). The Company acknowledges and agrees that the Allocation Schedule (ia) is and will be in accordance with the Organizational Documents of the Company and applicable Law, (iib) does and will set forth (Ai) the mailing addresses and email addresses, for each Company ShareholderSecurity Holder, (Bii) the number and class of Equity Company Securities of the Company owned by each Company Shareholder Security Holder as of immediately prior to the Closing DateLongevity Merger Effective Time (for the avoidance of doubt, giving effect to the Target Acquisitions), and (Ciii) the portion of the Closing Merger Consideration allocated to each Company Shareholder Security Holder, including with respect to Company Options and the Cellular Bioengineering Warrant (divided into applicable Cash Consideration pro rata to the Company Shareholder’s ownership if not previously exercised in the Purchased Shares, the ListCo Class A Common Stock and/or Pre-Funded Warrants in lieu thereof, and, if any, additional shares of ListCo Class A Common Stock to be issued accordance with its terms) assumed by Holdco pursuant to Section 2.02(c))1.10, the number of shares of Holdco Common Stock subject to, and the exercise price per share of Holdco Common Stock of each Converted Stock Option and Converted Warrant, and (iiic) is and will be accurate. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the Allocation Schedule, ListCo the Purchaser and its Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement other than the payment of the Holdback Amount (including with respect to the Closing Consideration other than the Holdback AmountMerger Consideration), and none of them shall have (ix) any further obligations to the Company, any Company Shareholder Security Holder or any other Person with respect to the payment of any consideration under this Agreement other than the Holdback Amount (including with respect to the Closing Consideration other than the Holdback AmountMerger Consideration), or (iiy) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases ListCo the Purchaser and its Affiliates (and, on and after the Closing, Holdco, the Company and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Closing Merger Consideration among each Company Shareholder Security Holder as set forth in such Allocation Schedule.

Allocation Schedule. The Company shall deliver to the ListCoPurchaser, at least five (5) Business Days prior to the Closing Date, a schedule (the “Allocation Schedule”) setting forth the allocation of the Closing Merger Consideration among the Company ShareholdersSecurity Holders (for the avoidance of doubt, giving effect to the Target Acquisitions). The Company acknowledges and agrees that the Allocation Schedule (ia) is and will be in accordance with the Organizational Documents of the Company and applicable Law, (iib) does and will set forth (Ai) the mailing addresses and email addresses, for each Company ShareholderSecurity Holder, (Bii) the number and class of Equity Company Securities of the Company owned by each Company Shareholder Security Holder as of immediately prior to the Closing DateMerger Effective Time (for the avoidance of doubt, giving effect to the Target Acquisitions), and (Ciii) the portion of the Closing Merger Consideration allocated to each Company Shareholder (divided into applicable Cash Consideration pro rata Security Holder, including with respect to the Company Shareholder’s ownership in the Purchased Shares, the ListCo Class A Common Stock and/or Pre-Funded Warrants in lieu thereof, and, if any, additional shares of ListCo Class A Common Stock to be issued Options assumed by Purchaser pursuant to Section 2.02(c))2.9, the number of shares of Purchaser Common Stock subject to, and the exercise price per share of Purchaser Common Stock of each Converted Stock Option, and (iiic) is and will be accurate. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the Allocation Schedule, ListCo the Purchaser and its Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement other than the payment of the Holdback Amount (including with respect to the Closing Consideration other than the Holdback AmountMerger Consideration), and none of them shall have (ix) any further obligations to the Company, any Company Shareholder Security Holder or any other Person with respect to the payment of any consideration under this Agreement other than the Holdback Amount (including with respect to the Closing Consideration other than the Holdback AmountMerger Consideration), or (iiy) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases ListCo the Purchaser and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Closing Merger Consideration among each Company Shareholder Security Holder as set forth in such Allocation Schedule.

Allocation Schedule. The Company shall deliver to the ListCo, at At least five (5) Business Days prior to the Closing Date, a the Company shall deliver to Cascadia an allocation schedule (the “Allocation Schedule”) setting forth the allocation (i) its good faith calculation of the Closing Exchange Share Consideration among and the Exchange Ratio, (ii) the number of Company ShareholdersShares held by each Company Equityholder, (iii) the number of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (v) the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Company acknowledges and agrees that the Allocation Schedule (iand the calculations and determinations contained therein) is and will be prepared in accordance with the Organizational Documents applicable provisions of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Options, in accordance with the applicable Company Equity Plan and any applicable Lawgrant or similar agreement with respect to each Company Option. The Company will review any comments to the Allocation Schedule provided by Cascadia or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (iix) does and will in no event shall the aggregate number of Cascadia Shares set forth (A) on the mailing addresses and email addresses, for each Company Shareholder, (B) Allocation Schedule that are allocated in respect of the number and class of Equity Securities of the Company owned by each (or, for the avoidance of doubt, the Company Shareholder as of immediately prior to Equityholders) exceed the Closing Date, Exchange Share Consideration and (Cy) the portion Cascadia Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the Closing Consideration allocated to each Company Shareholder (divided into applicable Cash Consideration pro rata transaction consideration to the Company Shareholder’s ownership in the Purchased Shares, the ListCo Class A Common Stock and/or Pre-Funded Warrants in lieu thereof, and, if any, additional shares of ListCo Class A Common Stock to be issued pursuant to Section 2.02(c)), and (iii) is and will be accurate. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Closing Consideration on the Closing Date in accordance with the Allocation Schedule, ListCo and its Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration Equityholders under this Agreement other than or under the payment of the Holdback Amount (including with respect to the Closing Consideration other than the Holdback Amount), and none of them shall have (i) any further obligations to the Company, any Company Shareholder or any other Person with respect to the payment of any consideration under this Agreement other than the Holdback Amount (including with respect to the Closing Consideration other than the Holdback Amount), or (ii) any Liability with respect to the allocation of the consideration under this Exchange Agent Agreement, and the Company hereby irrevocably waives and releases ListCo and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Closing Consideration among each Company Shareholder as set forth in such Allocation Scheduleapplicable.

Allocation Schedule. The Company Companies shall deliver to the ListCoPurchaser, at least five (5) Business Days prior to the Closing Date, a schedule (the “Allocation Schedule”) setting forth the allocation of the Closing Merger Consideration among the Company ShareholdersSecurity Holders. The Company acknowledges Companies acknowledge and agrees agree that the Allocation Schedule (ia) is and will be in accordance with the Organizational Documents of the such Company and applicable Law, (iib) does and will set forth (Ai) the mailing addresses and email addresses, for each Company ShareholderSecurity Holder, (Bii) the number and class of Equity Company Securities of the Company owned by each Company Shareholder Security Holder as of immediately prior to the Closing DateGreenland Merger Effective Time, and (Ciii) the portion of the Closing Merger Consideration allocated to each Company Shareholder (divided into applicable Cash Consideration pro rata to the Company Shareholder’s ownership in the Purchased Shares, the ListCo Class A Common Stock and/or Pre-Funded Warrants in lieu thereof, and, if any, additional shares of ListCo Class A Common Stock to be issued pursuant to Section 2.02(c))Security Holder, and (iiic) is and will be accurate. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the Allocation Schedule, ListCo the Purchaser and its Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement other than the payment of the Holdback Amount (including with respect to the Closing Consideration other than the Holdback AmountMerger Consideration), and none of them shall have (ix) any further obligations to the CompanyCompanies, any Company Shareholder Security Holder or any other Person with respect to the payment of any consideration under this Agreement other than the Holdback Amount (including with respect to the Closing Consideration other than the Holdback AmountMerger Consideration), or (iiy) any Liability with respect to the allocation of the consideration under this Agreement, and the Company Companies hereby irrevocably waives waive and releases ListCo release the Purchaser and its Affiliates (and, on and after the Closing, Holdco, the Company Companies and its their Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Closing Merger Consideration among each Company Shareholder Security Holder as set forth in such Allocation Schedule.

Allocation Schedule. The Company shall deliver to the ListCoPurchaser, at least five (5) Business Days prior to the Closing Date, a schedule (the “Allocation Schedule”) setting forth the allocation of the Closing Merger Consideration among the Company ShareholdersSecurity Holders (for the avoidance of doubt, giving effect to the Target Acquisitions). The Company acknowledges and agrees that the Allocation Schedule (ia) is and will be in accordance with the Organizational Documents of the Company and applicable Law, (iib) does and will set forth (Ai) the mailing addresses and email addresses, for each Company ShareholderSecurity Holder, (Bii) the number and class of Equity Company Securities of the Company owned by each Company Shareholder Security Holder as of immediately prior to the Closing DateMerger Effective Time (for the avoidance of doubt, giving effect to the Target Acquisitions), and (Ciii) the portion of the Closing Merger Consideration allocated to each Company Shareholder (divided into applicable Cash Consideration pro rata Security Holder, including with respect to the Company Shareholder’s ownership in the Purchased Shares, the ListCo Class A Common Stock and/or Pre-Funded Warrants in lieu thereof, and, if any, additional shares of ListCo Class A Common Stock to be issued Options assumed by Purchaser pursuant to Section 2.02(c))1.9, the number of shares of Purchaser Common Stock subject to, and the exercise price per share of Purchaser Common Stock of each Converted Stock Option, and (iiic) is and will be accurate. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Closing Merger Consideration on the Closing Date in accordance with the Allocation Schedule, ListCo the Purchaser and its Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement other than the payment of the Holdback Amount (including with respect to the Closing Consideration other than the Holdback AmountMerger Consideration), and none of them shall have (ix) any further obligations to the Company, any Company Shareholder Security Holder or any other Person with respect to the payment of any consideration under this Agreement other than the Holdback Amount (including with respect to the Closing Consideration other than the Holdback AmountMerger Consideration), or (iiy) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases ListCo the Purchaser and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Closing Merger Consideration among each Company Shareholder Security Holder as set forth in such Allocation Schedule.

Allocation Schedule. The Company shall deliver to the ListCo, at least five (5) Business Days prior to the Closing Date, a schedule (the “Allocation Schedule”) setting forth the allocation of the Closing Consideration among the Company Shareholders. The Company acknowledges and agrees that the Exchange Consideration is being allocated among the Sellers pursuant to the schedule set forth on Schedule 2.01(b)(vii) (the “Company Allocation Schedule”). The Company Allocation Schedule reflects the information therein as of the date hereof and will be updated and delivered by the Company to SPAC at least three (i3) Business Days prior to the anticipated Closing Date. In each case, the Company agrees that the allocation among the Sellers shown thereof is and will be in accordance with the Organizational Governing Documents of the Company and applicable Law. In addition, the Company Allocation Schedule (iiA) does and will set forth as of the date at least three (A3) Business Days prior to the anticipated Closing Date (1) the mailing addresses and email addresses, for each Seller, (2) the number of Company ShareholderShares (giving effect to the Company Convertible Instrument Conversion and the Pre-Closing Reorganization), and/or the number of Company Warrants and/or amount of Company Convertible Securities owned by each Seller, (3) the number of shares of PubCo Common Stock allocated to each Company shareholder, and (4) with respect to each Seller holding Company Warrants, the number of shares of PubCo Common Stock subject to, and the exercise price per share of PubCo Common Stock of, each Replacement Warrant, the number of shares of PubCo Common Stock subject to such Replacement Warrant, (B) the number is and class of Equity Securities of will otherwise be accurate in all respects (except for de minimis inaccuracies that are not material). PubCo shall be entitled to conclusively rely on the Company owned by each Company Shareholder Allocation Schedule (as of immediately updated prior to the Closing Date, and (C) the portion of the Closing Consideration allocated to each Company Shareholder (divided into applicable Cash Consideration pro rata to the Company Shareholder’s ownership in the Purchased Shares, the ListCo Class A Common Stock and/or Pre-Funded Warrants in lieu thereof, and, if any, additional shares of ListCo Class A Common Stock to be issued pursuant to Section 2.02(c)), and (iii) is and will be accurate. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Closing Consideration on the Closing Date in accordance with the Allocation Schedule, ListCo and neither PubCo nor its Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement other than the payment of the Holdback Amount (including with respect to the Closing Consideration other than the Holdback Amount), and none of them shall have (i) any further obligations to the Company, any Company Shareholder or any other Person with respect to the payment of any consideration under this Agreement other than the Holdback Amount (including with respect to the Closing Consideration other than the Holdback Amount), or (ii) any Liability with respect to the allocation of the consideration under this Agreement, and Exchange Consideration among the Company hereby irrevocably waives and releases ListCo and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Closing Consideration among each Company Shareholder as set forth in such Allocation Scheduleshareholders.