Closing Date Allocation Schedule definition
Closing Date Allocation Schedule means a schedule, prepared by the Company in the format of the Preliminary Allocation Schedule and dated as of the date on which the Closing Payment Certificate is delivered to Buyer setting forth: (a) for each Pre-Reverse Split Company Stockholder who is a stockholder of record or a non-objecting beneficial owner of shares of Company Stock held in street name: (i) such Person’s name and address, or other identifying information reasonably requested by Buyer to the extent that the name and address are not available; (ii) the number of shares of Company Capital Stock held or beneficially owned, as applicable, as of the Measurement Date by such Person; (iii) the aggregate Pre-Reverse Split Pro Rata Share and Pro Rata Share attributable to such Person’s Company Capital Stock, assuming such Person will hold or beneficially own, as applicable, the number of shares of Company Capital Stock set forth in (a)(ii) above as of the Reverse Split and will hold or beneficially own, as applicable, all shares received by such Person in the Reverse Split as of the Closing; (iv) the amounts of Buyer Ordinary Shares, CVRs and cash payable to such Person pursuant to the Reverse Split, assuming such Person will hold or beneficially own, as applicable, the number of shares of Company Capital Stock set forth in clause (a)(ii) of this definition as of the Reverse Split; (v) the amounts of Buyer Ordinary Shares (rounded to the nearest whole share in accordance with Section 3.12) and CVRs payable to such Person at Closing pursuant to Section 3.1(a), assuming such Person will hold or beneficially own, as applicable, the number of shares of Company Capital Stock set forth in (a)(ii) above as of the Reverse Split and will hold or beneficially own, as applicable, all shares received by such Person in the Reverse Split as of the Closing; (vi) the number of Holdback Shares to be withheld from such Person’s portion of the Share Consideration at Closing (in accordance with their respective Pro Rata Shares) pursuant to Section 3.5(b), assuming such Person will hold or beneficially own, as applicable, the number of shares of Company Capital Stock set forth in (a)(ii) above as of the Reverse Split and will hold or beneficially own, as applicable, all shares received by such Person in the Reverse Split as of the Closing and (vii) whether such Person has provided a valid and signed Investor Questionnaire and, if so, whether such signed Investor Questionnaire indicates that such Person is an Acc...
Closing Date Allocation Schedule means a schedule, prepared by Otic Pharma in the format of the Preliminary Closing Date Allocation Schedule, dated as of the Closing Date and in form and substance reasonably acceptable to Public Company, setting forth, for each Shareholder: (a) such Shareholder’s name and address; (b) the number of shares of each class of Otic Pharma Share Capital held as of the Closing Date by such Shareholder; (c) the portion of the Aggregate Closing Consideration payable to such Shareholder in accordance with the Otic Pharma Organizational Documents; and (d) such information that is required under Treasury Regulation Section 1.6045-1 for any share of Otic Pharma Share Capital that is a covered security as defined in Treasury Regulation Section 1.6045-1(a)(15).
Closing Date Allocation Schedule means a schedule, which shall be prepared in good faith by the Holder Representative, that sets forth (i) the number of Closing Shares to be received by each Seller (including, for the avoidance of doubt, Warrant Holders who shall exercise their Warrants after the Agreement Date and prior to the Closing), and the method of delivery of such Closing Shares to each such Seller, (ii) the amount of Closing Date Cash Consideration payable to each Seller (including, for the avoidance of doubt, Warrant Holders who shall exercise their Warrants after the Agreement Date and prior to the Closing) and (iii) the Pro Rata Share of each Seller (including, for the avoidance of doubt, Warrant Holders who shall exercise their Warrants after the Agreement Date and prior to the Closing).
Examples of Closing Date Allocation Schedule in a sentence
If any information contained in the Closing Payment Certificate, including the Closing Date Allocation Schedule and/or the Closing Adjustment Schedule, is determined to be inaccurate or incomplete, the Company shall deliver an updated Closing Payment Certificate, Closing Date Allocation Schedule and Closing Adjustment Schedule no later than the next Business Day after the need for such update is determined or identified.
In the event of any share split, combination, reclassification, bonus issue of shares or similar capitalization change with respect to Buyer Ordinary Shares prior to Closing and/or before the Holdback Shares, if payable, are paid, or if a record date with respect to the foregoing is fixed, appropriate and proportionate adjustments shall be made to the unissued Share Consideration and the Closing Date Allocation Schedule.
The Company Stockholder Representative will review any comments to the updated Closing Date Allocation Schedule provided by B▇▇▇▇ and consider, in good faith, any changes proposed by B▇▇▇▇, and shall accept any reasonable comments proposed by B▇▇▇▇.
At least three (3) Business Days prior to the Closing, the Company shall deliver to Parent the Closing Date Allocation Schedule, and thereafter through the Closing any interim updates to the Closing Date Allocation Schedule as necessary for the information reflected thereon to be accurate in all material respects as of the Closing Date.
The Total Consideration shall be allocated among the Company Equityholders in accordance with the Closing Date Allocation Schedule.
More Definitions of Closing Date Allocation Schedule
Closing Date Allocation Schedule means a schedule, prepared by the Company, dated as of the Closing Date and in form and substance reasonably acceptable to Carnivale, setting forth, for each Seller: (a) such Seller’s name and address; (b) the number and type of Company Shares held as of the Closing Date by such Seller; and (c) the number of shares of Carnivale Common Stock to be issued to such Seller pursuant to this Agreement in respect of the Company Shares held by such Seller as of immediately prior to the Closing (which number of shares of Carnivale Common Stock shall be equal to the product (rounded down to the nearest whole number) of (i) the Aggregate Closing Consideration, multiplied by (ii) such Seller’s Pro Rata Percentage).
Closing Date Allocation Schedule means a schedule, prepared by the Company in the format of the Preliminary Closing Date Allocation Schedule and dated as of the Closing Date (as such schedule may be updated, corrected, amended or modified in accordance with Section 2.6(a) from time to time after the Effective Time), setting forth, for each Company Equityholder: (a) such Company Equityholder’s name and address; (b) the number of shares of each class of Company Stock held as of the Closing Date by such Company Equityholder; (c) to the extent such Company Equityholder holds shares of Company Preferred Stock, the number of shares of Company Common Stock issuable upon conversion of the shares of each such series of Company Preferred Stock (assuming such conversion occurs as of immediately prior to the Effective Time) in accordance with the Company Certificate of Incorporation; (d) the number of shares of Company Common Stock subject to Company Equity Awards outstanding immediately prior to the Effective Time (after giving effect to the full acceleration of vesting in connection with the transactions contemplated by this Agreement or otherwise) held by such Company Equityholder (and, if applicable, the exercise price or measurement price thereof); (e) the amount to be paid to such Company Equityholder pursuant to Section 2.1(c) and pursuant to Section 2.5(a); (f) the portion of the Aggregate Closing Consideration attributable to such Company Equityholder’s Company Stock and Company Options and (g) the portion of any Escrow Amount attributable to such Company Equityholder’s Company Stock and Company Options.
Closing Date Allocation Schedule means a schedule, prepared by the Company and the Equityholders’ Representative and dated as of the Closing Date, setting forth, for each Equityholder: (i) such Equityholder’s name and address; (ii) the number of shares of Company Common Stock held by such Equityholder immediately prior to the Closing Date; (iii) the number of shares of Company Common Stock subject to Company Options held by such Equityholder immediately prior to the Closing Date; (iv) the number of shares of Series A Preferred Stock subject to the Company Warrant held by such Equityholder immediately prior to the Closing Date; (v) the number of shares of Series A Preferred Stock held by such Equityholder immediately prior to the Closing Date; (vi) the portion of the Closing Payment Amount to be paid to such Equityholder by Parent at the Closing (which amount shall be calculated in accordance with the provisions of the Company Certificate of Incorporation as amended and in effect as of immediately prior to the Closing as if the transactions contemplated hereby constitute a Deemed Liquidation Event (as defined in the Company Certificate of Incorporation as amended and in effect as of immediately prior to the Closing), applicable Law, and the terms and conditions of this Agreement); (vii) such Equityholder’s pro rata share of the amounts to be held in the Escrow Account; (viii) such Equityholder’s election to receive such payment by check or by wire transfer; (ix) for Equityholders electing to receive payment by check, delivery instructions for such check, or for Equityholders electing to receive payment by wire transfer, wire transfer instructions for such wire transfer; (x) the amount, expressed both as an amount and as a percentage, payable to each Equityholder, if any, for each Milestone Payment Amount payable pursuant to Section 2.9(e); and (xi) the Stifel Payment Amounts payable to Stifel pursuant to Section 2.9(e) as a result of each Milestone Payment Amount and wire transfer instructions (assuming in the case of clauses (x) and (xi) each Milestone has been achieved). The Closing Date Allocation Schedule shall include any interim updates made in accordance with Section 5.2.
Closing Date Allocation Schedule has the meaning set forth in Section 2.04(b)(iii).
Closing Date Allocation Schedule means a schedule, prepared by the Company and dated as of the Closing Date, setting forth, for each Company Equityholder: (i) such Company Equityholder’s name, mailing address and email address; (ii) the number of shares of Company Common Stock held by such Company Equityholder immediately prior to the Merger 1 Effective Time; (iii) the number of shares of Company Common Stock subject to Company Options held by such Company Equityholder immediately prior to the Merger 1 Effective Time; (iv) the number of shares of Series B Preferred Stock subject to the Company Warrants held by such Company Equityholder immediately prior to the Merger 1 Effective Time; (v) the number of shares of Series A Preferred Stock held by such Company Equityholder immediately prior to the Merger 1 Effective Time; (vi) the number of shares of Series B Preferred Stock held by such Company Equityholder immediately prior to the Merger 1 Effective Time; (vii) the number and class of equity interests in OMT, LLC, if any, held by such Company Equityholder immediately prior to the LLC Consolidation, (viii) the number of shares of Company Class A Common Stock issued to holders of equity interests in the LLC Consolidation, (ix) the amount in cash to be paid to such Company Equityholder by Parent at the Closing; (x) the number of shares of Parent Common Stock to be issued to such Company Equityholder by Parent at the Closing; (xi) such Company Equityholder’s share of the amount in cash and number of shares of Parent Common Stock to be held in the Escrow Fund (expressed as both a dollar amount and as a percentage); (xii) such Company Equityholder’s election to receive cash payments, by check or by wire transfer; (xiii) for Company Equityholders electing to receive payment by check, delivery instructions for such check, or for Company Equityholders electing to receive payment by wire transfer, wire transfer instructions for such wire transfer; (xiv) such Company Equityholder’s Pro Rata Portion; and (xv) such Company Equityholder’s portion of the Representative Reimbursement Amount (expressed as both a dollar amount and as a percentage). The Closing Date Allocation Schedule shall also include the calculation of the Outstanding Shares, Aggregate Common Preference Amount, Aggregate Participation Cash Amount, Aggregate Participation Stock Amount, Aggregate Series A Preference Amount, Aggregate Series B Preference Amount, Per Share Class A Common Cash Amount, Per Share Class A Common Stock Amount, Pe...
Closing Date Allocation Schedule means a schedule, prepared by the Company in the format of the Preliminary Closing Date Allocation Schedule and dated as of the Closing Date (as such schedule may be updated, corrected, amended or modified in accordance with Section 1.08(a) from time to time after the Closing), setting forth, for the Seller and each holder of a SAR Award, Phantom Share Award or In-the-Money Company Option: (a) such Seller’s and holder of a SAR Award, Phantom Share Award and In-the-Money Company Option name and address; (b) the number of shares of each class of Company Stock held as of the Closing Date by the Seller; (c) the number of shares of each class of Company Stock subject to In-the-Money Company Options, Phantom Share Awards and SAR Awards outstanding immediately prior to the Closing (after giving effect to the full acceleration of vesting in connection with the transactions contemplated by this Agreement or otherwise) held by such Seller and such holder of a SAR Award, Phantom Share Award or In-the-Money Company Option (and, if applicable, the exercise price or measurement value for Other Equity Awards thereof); (d) the portion of the Aggregate Closing Consideration attributable to such Seller’s or other holder’s Company Stock, In-the-Money Company Options, Phantom Share Awards and SAR Awards; and (f) the percentage of any Future Payments attributable to such Seller’s Company Stock, In-the-Money Company Options and Phantom Share Awards.
Closing Date Allocation Schedule means the schedule attached hereto as Exhibit C and dated as of the Closing Date (as such schedule may be updated, corrected, amended or modified in accordance with Section 1.8(a) from time to time after the Closing), setting forth, for each Seller: (a) such Seller’s name and address; (b) the number of Company Shares held as of the Closing Date by such Seller; (c) the portion of the Aggregate Closing Consideration attributable to such Seller’s Company Shares; and (d) the portion of any Escrow Shares attributable to such Seller’s Company Shares.