Merger Consideration Allocation Schedule Sample Clauses

Merger Consideration Allocation Schedule. (a) At least three days prior to the Closing Date, the Company shall prepare and deliver to Buyer a schedule setting forth the portion of the Merger Consideration payable to each holder of Common Shares (each a "Company Share") upon the consummation of the Merger in respect of each Company Share held by such holder (including a calculation indicating the portion of the Escrow Amount allocable to each such Seller and to be withheld from the Merger Consideration payable at Closing) (the "Allocation Schedule"). In formulating the Allocation Schedule, the Company shall determine the portion of the Merger Consideration due and payable in respect of each Company Share held by any holder as if the Merger Consideration were distributed to all of the holders (other than the Company, Merger Sub or Buyer) of Company Shares pursuant to the terms of the Company's certificate of incorporation, taking into account the Escrow Amount to be deducted from the Estimated Merger Consideration payable at Closing.
Sample 1
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Merger Consideration Allocation Schedule. (a) At least three business days prior to the Closing Date, the Partnership shall prepare and deliver to Buyer a schedule setting forth the portion of the Merger Consideration payable to each holder of Class A Common Units (other than the Class A Common Units referenced in Section 2.02(d) above) and Class B Common Units upon the consummation of the Merger in respect of each Class A Common Unit and/or Class B Common Unit held by such holder (the “Allocation Schedule”). In formulating the Allocation Schedule, the Partnership shall (i) determine the portion of the Merger Consideration due and payable in respect of each Class A Common Unit and Class B Common Unit held by any holder as if the Merger Consideration were distributed to all of the holders (other than the Partnership, Merger Sub or Buyer) of Class A Common Units and Class B Common Units pursuant to the terms of the Partnership Agreement and (ii) reduce the TCC Merger Consideration by the TCC Liability Amount, if any.
Sample 1
Merger Consideration Allocation Schedule. The Company will, within at least two (2) Business Days prior to the Closing Date, prepare and deliver to Parent, a schedule (the “Merger Consideration Allocation Schedule”) in the form of Exhibit H hereto, reasonably acceptable to Parent and the Exchange Agent, which Merger Consideration Allocation Schedule shall be dated as of the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date and immediately prior to the Effective Time: (a) the names of all the Stockholders and holders of Company Options and Company RSUs and their respective addresses and where available, taxpayer identification numbers; (b) the number and kind of shares of Company Capital Stock held by, or subject to the Company Options or Company RSUs held by, such Persons and, in the case of outstanding shares, the respective certificate numbers; (c) the number of shares of Company Common Stock subject to and the exercise or threshold price, as applicable, per share in effect for each Company Option or Company RSU (and amount of cash or options required to be deducted and withheld from such Persons for Taxes); (d) the date on which such Company Option or Company RSU was granted and its expiration date; (e) the vesting status and schedule with respect to Company Options and Company RSUs; (f) the Tax status of each Company Option under Section 422 of the Code and whether such Company Option is intended to be an “Incentive Stock Option” as defined in the Code or a non-qualified stock option; (g) the calculation of the Adjusted Net Base Amount, Aggregate Exercise Proceeds of In-the-Money Company Derivative Securities, Closing Cash, Closing Stock, Common Equivalent Per Share Value, Common Per Share Closing Cash Amount, Common Per Share Closing Stock Amount, Common Per Share Escrow Cash Amount, Common Per Share Escrow Stock Amount, Escrow Cash, Escrow Stock, Net Merger Consideration, Option/RSU Exchange Ratio, Series A Per Share Closing Cash Amount, Series A Per Share Closing Stock Amount, Series A Per Share Escrow Cash Amount, Series A Per Share Escrow Stock Amount, Series A Per Share Dividend Amount, Series A Total Dividend Amount and Total Common Equivalents Outstanding; (h) the allocation of the Closing Cash, Closing Stock, Escrow Cash and Escrow Stock among the Stockholders and the Pro Rata Share of each Stockholder; and (i) the allocation of Parent Options and Parent RSUs among the ho...
Sample 1
Merger Consideration Allocation Schedule. No later than the earlier of (x) two (2) business days before the anticipated Closing Date and (y) three (3) business days from the date Parent informs the Company of the Parent Equity Offering Sale Price, the Company shall provide Parent with a certificate (the “Allocation Certificate”) signed by a duly authorized officer of the Company setting forth, for the Company Common Stock and each series of Company Preferred Stock, the calculation as of the Closing Date of the applicable Preferred Stock Merger Consideration Per Share, Preferred Stock Liquidation Preference and Common Stock Remaining Amount Per Share, in each case as of the Closing Date.
Sample 1
Merger Consideration Allocation Schedule. No later than three (3) Business Days prior to the Closing, the Company will deliver to Buyer a spreadsheet setting forth (A) the name of each Stockholder and Optionholder as of the Closing Date, (B) the number of shares of Common Stock and Preferred Stock (as applicable) and stock certificate numbers of Common Stock and Preferred Stock (as applicable) held by such Stockholder as of the Effective Time and/or the number of Options held by such Optionholder as of the Effective Time, and (C) the portion of the Estimated Merger Consideration payable to such Stockholder and Optionholder in accordance with the provisions hereof including, without limitation, Sections 1.05(b) and 1.05(c) as of the Closing Date (such spreadsheet, the “Merger Consideration Allocation Schedule”). Buyer and Merger Sub may rely on the Merger Consideration Allocation Schedule, and in no event will Buyer or Merger Sub have any liability to any holder of Capital Stock or Options or other Person on account of payments made in accordance with the Merger Consideration Allocation Schedule.
Sample 1

Related to Merger Consideration Allocation Schedule

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Allocation Schedule No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to HighCape an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Stock held by each Company Stockholder, (b) the number of shares of Company Stock subject to each Company Option and Company RSU held by each holder thereof, as well as whether each such Company Option will be a Vested Company Option or an Unvested Company Option as of immediately prior to the Effective Time and the exercise price thereof, (c) the number of shares of HighCape Class A Common Stock, New HighCape Class B Common Stock and Rollover Awards to be allocated to each holder at the Effective Time, (d) Company Cash, (e) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (k) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a) and (b) 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, (ii) the information delivered pursuant to clauses (c) through (j) is, and will be as of immediately prior to the Effective Time based on the good faith estimate of the Company based on its books and records and (iii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b). The Company will review any comments to the Allocation Schedule provided by HighCape or any of its Representatives and consider in good faith any reasonable comments proposed by HighCape or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(viii) 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 the Company, the Company Stockholders Agreements, the Company Equity Plan or any other Contract to which the Company is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company pursuant to Section 2.4(b).

  • Purchase Price Allocation (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser a proposed allocation of the Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value.

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Adjustment of Merger Consideration If, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Merger Consideration shall be appropriately adjusted.

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Recitals Merger Consideration Section 5.2(b) Merger Sub.................................................................................................

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