Closing Allocation Schedule Clause Samples

Closing Allocation Schedule. Company shall deliver to Parent and the Exchange Agent no later than six (6) Business Days prior to the Closing a Closing Allocation Schedule (the “Closing Allocation Schedule”) substantially in the form attached hereto as SCHEDULE 5.12, which Closing Allocation Schedule shall be certified as accurate by the Chief Executive Officer and the Chief Financial Officer of Company as of the Closing and which shall include, as of the Closing, (a) (i) all Company Stockholders and their respective addresses of record, (ii) the number of shares of Company Capital Stock held by such persons (including whether such shares are Company Common Stock or Company Preferred Stock, and the applicable series thereof) on a certificate-by-certificate basis, (iii) the respective certificate numbers, (iv) the date of acquisition of any such shares acquired from Company by the Company Stockholder, (v) the amount of cash (without regard to withholding obligations, if any) to be issued to each Company Stockholder on the Closing Date, and (vi) the amount, if any, to be paid by the Company Stockholder in settlement of outstanding Stockholder Loans; and (b) (i) all holders of Company Options and Company Warrants and their respective addresses of record, (ii) the number of shares of Company Capital Stock underlying each such Company Option and Company Warrant, (iii) the respective Company Option and Warrant Numbers, as applicable (iv) the grant dates of such Company Options and Company Warrants, (v) the vesting arrangement with respect to such Company Options and Company Warrants (including for each Company Option, the number of shares that are vested and unvested as of the Closing), (vi) with respect to each Company Option, whether such Company Options are incentive stock options or non-qualified stock options, (vii) with respect to each Company Option, whether such Company Option is a Cashed-Out Option, Cancelled Option or Assumed Option, (viii) with respect to each Company Option, whether such Company Option is held by an Employee Cashed-Out Option Holder or by a Non-Employee Cashed-Out Option Holder, (ix) the exercise price with respect to each Company Option and Company Warrant and the aggregate exercise price due at Closing, (x) the payment amounts for each such holder as set forth in Section 1.6 herein (without regard to withholding obligations, if any) and (xi) with respect to each Assumed Option, the number of whole shares of Parent Stock that such Assumed Option will be exercisa...