Final Allocation Schedule Clause Samples

Final Allocation Schedule. Neither Buyer nor Seller shall take any action, whether before or after the Closing, that could reasonably be expected to cause the purchase and sale of the membership interests of Newco contemplated by this Agreement not to be treated as described in Sections 3.7 and this Section 6.5(n).

Final Allocation Schedule. Section 8.04(a)(ii) Financing Section 5.07 Financing Amount Section 5.07 Financing Letters Section 5.07 Fraud Section 12.02(b) Fully Diluted Unit Count Section 12.02(b) GAAP Section 12.02(b) Governing Documents Section 12.02(b) Governmental Authorizations Section 4.17 Governmental Entity Section 2.03(b) GT Section 12.13 Guarantors Section 12.02(b) Hazardous Substances Section 12.02(b) HSR Act Section 2.03(b)

Final Allocation Schedule. (a) Section 3.02(a) of the Company Disclosure Schedule sets forth the true, correct and complete listing, as of the date of this Agreement, of (1) all holders of Equity Interests in the Target Company and the number and type of Equity Interests held by such Person and (2) the percentage of Aggregate Share Consideration allocable to each such holder in connection with the consummation of the transactions contemplated hereunder (the “Initial Allocation Schedule”). (b) No later than five (5) Business Days and no earlier than ten (10) Business Days prior to the Closing, the Target Company shall deliver to VIH a final allocation schedule in substantially the form as the Initial Allocation Schedule, which shall be true, correct and complete as of the Closing Date with respect to of (1) all holders of Equity Interests in the Target Company and the number and type of Equity Interests held by such Person and (2) the percentage of Aggregate Share Consideration allocable to each such holder in connection with the consummation of the transactions contemplated hereunder (the “Final Allocation Schedule”); provided that in the event of any differences between the Initial Allocation Schedule and the Final Allocation Schedule, VIH shall be afforded a reasonable opportunity to review such differences and the Target Company shall consider any comments from VIH in good faith. The Target Company shall cause any Person that becomes a shareholder of the Target Company following the date hereof to enter into a joinder agreement in the form set forth on Exhibit F and any applicable Ancillary Document and promptly provide VIH a copy of such executed joinder.

Final Allocation Schedule. Not less than two (2) Business Days prior to the Closing Date, the Company will deliver to Buyer a spreadsheet in substantially the form of Schedule 1.17(a) setting forth with respect to each Equityholder (i) such Equityholder’s name and address as of the Closing Date, (ii) the number of shares and stock certificate numbers of the issued and outstanding Company Securities, including shares subject to Options or Warrants held by such Equityholder as of the Closing Date and identifying which such Company Securities are In the Money Warrants and In the Money Options, (iii) the portion of the Aggregate Merger Consideration payable to such Equityholder in accordance with the provisions hereof, (iv) the Cash Payment payable to such Equityholder in accordance with the provisions hereof, (v) his, her or its interest in the Escrow Fund, the Founders’ Escrow Fund, the Expense Fund and any Earn-Out Payments, and (vi) the tax reporting character of the payment to such person (e.g., Form 1099 or W-2) and the amount of Taxes to be withheld with respect to such Person, if any, in each case calculated based on the Company’s good faith estimate, as of the date of delivery of the Allocation Schedule, of the adjustments pursuant to Article 1 and assuming no exercise of appraisal rights pursuant to the DGCL (such spreadsheet, the “Allocation Schedule”). Upon receipt by Buyer and approval thereof (which will not be unreasonably withheld) within two (2) Business Days of receipt by Buyer, the Allocation Schedule will be appended to this Agreement as Schedule 1.17(b) hereto, and appended as an appropriate numbered schedule to the Exchange Agent Agreement and the Escrow Agreement, as applicable, and shall be in the form requested by the Escrow Agent and Exchange Agent.

Final Allocation Schedule. The Company shall have delivered the Final Allocation Schedule and related certificate to Parent pursuant to Section 1.11(d).