Common use of Allocation Certificate Clause in Contracts

Allocation Certificate. Company will prepare and deliver to Parent at least two Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer and Secretary of Company in a form reasonably acceptable to Parent which sets forth (a) a true and complete list of the Company Stockholders immediately prior to the Effective Time and the number and type of shares of Company Capital Stock owned by each such Company Stockholder, and (b) the allocation of the Merger Consideration among the Company Stockholders pursuant to the Merger (the “Allocation Certificate”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Neothetics, Inc.), Merger Agreement (Regado Biosciences Inc)

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Allocation Certificate. Company will prepare and deliver to Parent at least two (2) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer and Secretary of Company in a form reasonably acceptable to Parent which sets forth (ai) a true and complete list of the Company Stockholders Interest Holders immediately prior to the Effective Time and the number and type of shares of Company Capital Stock Common Units owned by each such Company Stockholder, Interest Holder and (bii) the allocation of the Merger Consideration among the Company Stockholders Interest Holders pursuant to the Merger (the “Allocation Certificate”).

Appears in 1 contract

Samples: Merger Agreement (Minim, Inc.)

Allocation Certificate. The Company will prepare and deliver to Parent at least two (2) Business Days prior to the Closing Date a certificate signed by an officer of the Chief Financial Officer and Secretary of Company in a form reasonably acceptable to Parent which sets setting forth (a) a true and complete list as of the Company Stockholders immediately prior to the Effective Time and Time) (a) each holder of the number and type of shares of Company Capital Stock owned by each such Company StockholderStock, and (b) the allocation of the Merger Consideration among the Company Stockholders pursuant to the Merger (the “Allocation Certificate”).such holder’s name and address,

Appears in 1 contract

Samples: Merger Agreement (Graphite Bio, Inc.)

Allocation Certificate. Company will prepare and deliver to Parent at least two (2) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer and Secretary of Company in a form reasonably acceptable to Parent which sets forth (ai) a true and complete list of the Company Stockholders immediately prior to the Effective Time and the number and type of shares of Company Capital Stock owned by each such Company Stockholder, Stockholder and (bii) the allocation of the Merger Consideration among the Company Stockholders Stockholder pursuant to the Merger (the “Allocation Certificate”).

Appears in 1 contract

Samples: Merger Agreement (DropCar, Inc.)

Allocation Certificate. The Company will prepare and deliver to Parent at least two (2) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer and Secretary of Company in a form reasonably acceptable to Parent which sets spreadsheet setting forth (a) a true and complete list as of the Company Stockholders immediately prior to the First Effective Time Time) (a) each holder of the Company Capital Stock, (b) such holder’s name and physical address, (c) the number or percentage and type of shares of the Company Capital Stock owned by held as of the Closing Date for each such Company Stockholder, holder and (bd) the allocation number of shares of Parent Capital Stock to be issued to such holder pursuant to this Agreement in respect of the Merger Consideration among the Company Stockholders pursuant Capital Stock held by such holder as of immediately prior to the Merger First Effective Time (the “Allocation Certificate”).

Appears in 1 contract

Samples: Merger Agreement (Aerovate Therapeutics, Inc.)

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Allocation Certificate. Company will prepare and deliver to Parent at least two (2) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer and Secretary of Company in a form reasonably acceptable to Parent which sets forth (a) a true and complete list of the Company Stockholders immediately prior to the Effective Time and the number and type of shares of Company Capital Stock owned by each such Company Stockholder, and (b) the allocation of the Merger Consideration among the Company Stockholders pursuant to the Merger (the “Allocation Certificate”)Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Ohr Pharmaceutical Inc)

Allocation Certificate. Company will prepare and deliver to Parent at least two (2) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer and Secretary of Company in a form reasonably acceptable to Parent which sets forth (a) a true and complete list of the Company Stockholders immediately prior to the Effective Time and the number and type of shares of Company Capital Stock owned by each such Company Stockholder, and (b) the allocation of the Merger Consideration among the Company Stockholders pursuant to the Merger (the “Allocation Certificate”).

Appears in 1 contract

Samples: Merger Agreement (Mast Therapeutics, Inc.)

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