Common use of Allocation Schedule Clause in Contracts

Allocation Schedule. The Company shall deliver to the Purchaser, at least five (5) Business Days prior to the Closing Date, a schedule (the “Allocation Schedule”) setting forth the allocation of the Merger Consideration among the Company Security Holders (for the avoidance of doubt, giving effect to the Target Acquisitions). The Company acknowledges and agrees that the Allocation Schedule (a) is and will be in accordance with the Organizational Documents of the Company and applicable Law, (b) does and will set forth (i) the mailing addresses and email addresses, for each Company Security Holder, (ii) the number and class of Company Securities owned by each Company Security Holder as of immediately prior to the Longevity Merger Effective Time (for the avoidance of doubt, giving effect to the Target Acquisitions), and (iii) the portion of the Merger Consideration allocated to each Company Security Holder, including with respect to Company Options and the Cellular Bioengineering Warrant (if not previously exercised in accordance with its terms) assumed by Holdco pursuant to Section 1.10, the number of shares of Holdco Common Stock subject to, and the exercise price per share of Holdco Common Stock of each Converted Stock Option and Converted Warrant, and (c) is and will be accurate. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Merger Consideration on the Closing Date in accordance with the Allocation Schedule, the Purchaser and its Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Merger Consideration), and none of them shall have (x) any further obligations to the Company, any Company Security Holder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Merger Consideration), or (y) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases the Purchaser and its Affiliates (and, on and after the Closing, Holdco, the Company and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Merger Consideration among each Company Security Holder as set forth in such Allocation Schedule.

Allocation Schedule. The Company shall deliver to the Purchaser, at least five (5) Business Days prior to the Closing Date, a schedule (the “Allocation Schedule”) setting forth the allocation of the Merger Consideration among the Company Security Holders (for the avoidance of doubt, giving effect to the Target Acquisitions). The Company acknowledges and agrees that the Allocation Schedule (a) is and will be in accordance with the Organizational Documents of the Company and applicable Law, (b) does and will set forth (i) the mailing addresses and email addresses, for each Company Security Holder, (ii) the number and class of Company Securities owned by each Company Security Holder as of immediately prior to the Longevity Merger Effective Time (for the avoidance of doubt, giving effect to the Target Acquisitions), and (iii) the portion of the Merger Consideration allocated to each Company Security Holder, including with respect to Company Options and the Cellular Bioengineering Warrant (if not previously exercised in accordance with its terms) assumed by Holdco Purchaser pursuant to Section 1.101.9, the number of shares of Holdco Purchaser Common Stock subject to, and the exercise price per share of Holdco Purchaser Common Stock of each Converted Stock Option and Converted WarrantOption, and (c) is and will be accurate. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Merger Consideration on the Closing Date in accordance with the Allocation Schedule, the Purchaser and its Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Merger Consideration), and none of them shall have (x) any further obligations to the Company, any Company Security Holder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Merger Consideration), or (y) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases the Purchaser and its Affiliates (and, on and after the Closing, Holdco, the Company and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Merger Consideration among each Company Security Holder as set forth in such Allocation Schedule.

Allocation Schedule. The Section 1.12 of the Company shall deliver Disclosure Schedule contains a schedule (the “Preliminary Allocation Schedule”) showing (i) the Fully Diluted Share Number, the Initial Consideration Amount, the Aggregate Merger Consideration, the Per Share Aggregate Merger Consideration (all being on the assumption, for the purposes of the preparation of the Preliminary Allocation Schedule, that the Working Capital Adjustment Amount is zero, and (ii) for each Company Holder as of the date hereof: (A) the number and class of shares of Company Capital Stock held, (B) the number and class of shares of Company Capital Stock subject to each Company Option held, if applicable, the Purchaserexercise price per share, at least and whether such Company Holder is an employee of the Company, (C) the number of Stratasys Substituted Options to be issued to such holder of CTC Rollover Options, and the per-share exercise price of each Stratasys Substituted Option, (D) a calculation of the amount payable to such Company Holder (x) in respect of shares of Company Capital Stock, and (y) in respect of the Vested Company Options (including Accelerated Options) and the Company Warrant, in respect of the Initial Closing Consideration, the Earn-Out Payments, any Working Capital Adjustment Amount, and any payment of the Holdback Amount and (E) the Pro Rata Indemnification Share of such Company Holder. No later than five (5) Business Days prior to the estimated Closing Date, the Company shall deliver to Parent a schedule (the “Final Allocation Schedule”) setting forth in the allocation same form as the Preliminary Allocation Schedule, updated for the anticipated Closing Date. An officer of the Merger Consideration among Company shall certify on behalf of the Company Security Holders (for the avoidance of doubtCompany, giving effect to the Target Acquisitions). The Company acknowledges and agrees not in any personal capacity, that the Final Allocation Schedule (a) correctly reflects the calculations and/or good faith estimates therein required to be made pursuant to this Agreement, is and will be in accordance with the Organizational Documents liquidation preference of the Company Preferred Stock and applicable Law, (b) does and will set forth (i) the mailing addresses and email addresses, for each Company Security Holder, (ii) the number and class of Company Securities owned by each Company Security Holder as of immediately prior to the Longevity Merger Effective Time (for the avoidance of doubt, giving effect to the Target Acquisitions), and (iii) the portion other requirement of the Merger Consideration allocated to each Company Security Holder, Governing Documents (including with respect to Company Options and the Cellular Bioengineering Warrant (if not previously exercised in accordance with its terms) assumed by Holdco pursuant to Section 1.10, the number certificate of shares of Holdco Common Stock subject to, and the exercise price per share of Holdco Common Stock of each Converted Stock Option and Converted Warrant, and (c) is and will be accurate. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance incorporation of the Merger Consideration on the Closing Date in accordance with the Allocation Schedule, the Purchaser and its Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Merger ConsiderationCompany), and none of them shall have (x) any further obligations to the Company, any Company Security Holder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Merger Consideration), or (y) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases shall deliver the Purchaser and its Affiliates (and, on and after the Closing, Holdco, the Company and its Affiliates) from all claims arising from or related to such Final Allocation Schedule and the allocation of the Merger Consideration among each Company Security Holder as set forth in together with such Allocation Schedulecertification to Parent at Closing.

Allocation Schedule. The Company shall deliver to the Purchaser, at At least five (5) Business Days prior to the Closing Date, a the Company shall deliver to Cascadia an allocation schedule (the “Allocation Schedule”) setting forth the allocation (i) its good faith calculation of the Merger Exchange Share Consideration among and the Exchange Ratio, (ii) the number of Company Shares held by each Company Equityholder, (iii) the number of Company Common Shares subject to, the exercise price of and, if unvested, the vesting provisions of each Company Option held by each holder thereof, (iv) the portion of the Exchange Share Consideration allocated to each Company Option pursuant to Section 2.5, and the portion of the Exchange Share Consideration allocated to each Company Common Share pursuant to Section 2.1(i), as well as, in each case, reasonably detailed calculations with respect to the components and subcomponents thereof, (v) the exercise price of each Rollover Option at the Effective Time, (vi) the number of Company Shares subject to each Company Warrant, (vii) the calculation of the formulas (and the components thereof) set forth in Section 2.6, (viii) the pro rata portion of the Earn Out Shares for each Eligible Company Equityholder. The Allocation Schedule (and the calculations and determinations contained therein) will be prepared in accordance with the applicable provisions of this Agreement, the governing documents of the Company, and applicable Laws, and in the case of the Company Security Holders Options, in accordance with the applicable Company Equity Plan and any applicable grant or similar agreement with respect to each Company Option. The Company will review any comments to the Allocation Schedule provided by Cascadia or any of its Representatives and consider in good faith and incorporate any reasonable comments timely proposed by Cascadia or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (x) in no event shall the aggregate number of Cascadia Shares set forth on the Allocation Schedule that are allocated in respect of the Equity Securities of the Company (or, for the avoidance of doubt, giving effect the Company Equityholders) exceed the Exchange Share Consideration and (y) the Cascadia Parties and the Exchange Agent will be entitled to the Target Acquisitions). The Company acknowledges and agrees that rely upon the Allocation Schedule (a) is and will be in accordance with for purposes of allocating the Organizational Documents of transaction consideration to the Company and applicable Law, (b) does and will set forth (i) the mailing addresses and email addresses, for each Company Security Holder, (ii) the number and class of Company Securities owned by each Company Security Holder as of immediately prior to the Longevity Merger Effective Time (for the avoidance of doubt, giving effect to the Target Acquisitions), and (iii) the portion of the Merger Consideration allocated to each Company Security Holder, including with respect to Company Options and the Cellular Bioengineering Warrant (if not previously exercised in accordance with its terms) assumed by Holdco pursuant to Section 1.10, the number of shares of Holdco Common Stock subject to, and the exercise price per share of Holdco Common Stock of each Converted Stock Option and Converted Warrant, and (c) is and will be accurate. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Merger Consideration on the Closing Date in accordance with the Allocation Schedule, the Purchaser and its Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration Equityholders under this Agreement (including with respect to or under the Merger Consideration), and none of them shall have (x) any further obligations to the Company, any Company Security Holder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Merger Consideration), or (y) any Liability with respect to the allocation of the consideration under this Exchange Agent Agreement, and the Company hereby irrevocably waives and releases the Purchaser and its Affiliates (and, on and after the Closing, Holdco, the Company and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Merger Consideration among each Company Security Holder as set forth in such Allocation Scheduleapplicable.

Allocation Schedule. The Company shall deliver to the Purchaser, at least No later than five (5) Business Days prior to the Closing Date, a the Company shall deliver to SPAC an allocation schedule (the “Allocation Schedule”) setting forth the allocation of the Merger Consideration among the Company Security Holders (for the avoidance of doubt, giving effect to the Target Acquisitions). The Company acknowledges and agrees that the Allocation Schedule (a) is and will be in accordance with the Organizational Documents of the Company and applicable Law, (b) does and will set forth (i) the mailing addresses and email addresses, for number of Company Equity Securities held by each Company Security HolderStockholder, (ii) the number and class of shares of Company Securities owned by each Company Security Holder Common Stock to be issued and outstanding as of immediately prior to the Longevity Merger Effective Time Time, including pursuant to outstanding Company Preferred Stock, (for iii) the avoidance number of doubtshares of Company Common Stock subject to each Company Option held by each holder thereof, giving effect including the tax status of such Company Option, whether each such Company Option will be a Vested Company Option or an Unvested Company Option and the exercise price thereof, and the holder’s employment or service status with the Company; (iv) the number of shares of Company Common Stock subject to each Company RSU held by each holder thereof, including whether each such Company RSU will be a Rollover RSU; (b) the number of shares of Series A Common Stock that will be subject to each Rollover Option or Rollover RSU, and the exercise price of each Rollover Option at the Effective Time, determined in accordance with Section 2.6, as well as reasonably detailed calculations with respect to the Target Acquisitions), components and subcomponents thereof; (iiic) the portion of the Merger Consideration allocated to each Company Security HolderStockholder pursuant to Section 2.1(a)(vii), including as well as reasonably detailed calculations with respect to the components and subcomponents thereof; (d) the portion of the Contingency Consideration allocated to each Company Stockholder, in the event that any Contingency Consideration becomes payable, as well as reasonably detailed calculations with respect to the components and subcomponents thereof; and (e) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a), (b), (c) and (d) are, and will be as of immediately prior to the Effective Time, (i) true and correct in all respects, and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company and applicable Laws and, in the case of Company Options and the Cellular Bioengineering Warrant (if not previously exercised in accordance with its terms) assumed by Holdco pursuant to Section 1.10Company RSUs, the Company Equity Plan and any applicable grant or similar agreement with respect to any such Company Option or Company RSU. The Company will review any comments to the Allocation Schedule provided by SPAC or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by SPAC or any of its Representatives to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of shares of Holdco Series A Common Stock subject tothat each Company Stockholder will have a right to receive pursuant to Section 2.1(a)(vii) will be rounded down to the nearest whole share. Notwithstanding the foregoing or anything to the contrary herein, the SPAC Parties and the Exchange Agent will be entitled to rely upon the Allocation Schedule for purposes of allocating the transaction consideration to the Company Stockholders under this Agreement or the agreement entered into by the Parties with the Exchange Agent, as applicable, and the exercise price per share of Holdco Common Stock of each Converted Stock Option and Converted Warrant, and (c) is and will be accurate. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Merger Aggregate Consideration on the Closing Date in accordance with to the Allocation ScheduleExchange Agent, the Purchaser SPAC and its respective Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Merger Aggregate Consideration), and none of them shall have (xA) any further obligations to the Company, any Company Security Holder Stockholder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Merger Consideration)Agreement, or (yB) any Liability with respect to the allocation of the consideration under this Agreement, and the Company and the Company Stockholders hereby irrevocably waives waive and releases release the Purchaser SPAC and its Affiliates (and, on and after the Closing, Holdco, the Surviving Company and its Affiliates) from any and all claims arising out of or resulting from or related to such Allocation Schedule and the allocation of the Merger Consideration Share Consideration, as the case may be, among each Company Security Holder Stockholder as set forth in such Allocation Schedule.

Allocation Schedule. The Company Companies shall deliver to the Purchaser, at least five (5) Business Days prior to the Closing Date, a schedule (the “Allocation Schedule”) setting forth the allocation of the Merger Consideration among the Company Security Holders (for the avoidance of doubt, giving effect to the Target Acquisitions)Holders. The Company acknowledges Companies acknowledge and agrees agree that the Allocation Schedule (a) is and will be in accordance with the Organizational Documents of the such Company and applicable Law, (b) does and will set forth (i) the mailing addresses and email addresses, for each Company Security Holder, (ii) the number and class of Company Securities owned by each Company Security Holder as of immediately prior to the Longevity Greenland Merger Effective Time (for the avoidance of doubt, giving effect to the Target Acquisitions)Time, and (iii) the portion of the Merger Consideration allocated to each Company Security Holder, including with respect to Company Options and the Cellular Bioengineering Warrant (if not previously exercised in accordance with its terms) assumed by Holdco pursuant to Section 1.10, the number of shares of Holdco Common Stock subject to, and the exercise price per share of Holdco Common Stock of each Converted Stock Option and Converted Warrant, and (c) is and will be accurate. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Merger Consideration on the Closing Date in accordance with the Allocation Schedule, the Purchaser and its Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Merger Consideration), and none of them shall have (x) any further obligations to the CompanyCompanies, any Company Security Holder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Merger Consideration), or (y) any Liability with respect to the allocation of the consideration under this Agreement, and the Company Companies hereby irrevocably waives waive and releases release the Purchaser and its Affiliates (and, on and after the Closing, Holdco, the Company Companies and its their Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Merger Consideration among each Company Security Holder as set forth in such Allocation Schedule.

Allocation Schedule. The Company shall deliver to the Purchaser, at least five (5) Business Days prior to the Closing Date, a schedule (the “Allocation Schedule”) setting forth the allocation of the Merger Consideration among the Company Security Holders (for the avoidance of doubt, giving effect to the Target Acquisitions). The Company acknowledges and agrees that the Allocation Schedule (a) is and will be in accordance with the Organizational Documents of the Company and applicable Law, (b) does and will set forth (i) the mailing addresses and email addresses, for each Company Security Holder, (ii) the number and class of Company Securities owned by each Company Security Holder as of immediately prior to the Longevity Merger Effective Time (for the avoidance of doubt, giving effect to the Target Acquisitions), and (iii) the portion of the Merger Consideration allocated to each Company Security Holder, including with respect to Company Options and the Cellular Bioengineering Warrant (if not previously exercised in accordance with its terms) assumed by Holdco Purchaser pursuant to Section 1.102.9, the number of shares of Holdco Purchaser Common Stock subject to, and the exercise price per share of Holdco Purchaser Common Stock of each Converted Stock Option and Converted WarrantOption, and (c) is and will be accurate. Notwithstanding anything in this Agreement to the contrary, upon delivery, payment and issuance of the Merger Consideration on the Closing Date in accordance with the Allocation Schedule, the Purchaser and its Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Merger Consideration), and none of them shall have (x) any further obligations to the Company, any Company Security Holder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Merger Consideration), or (y) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases the Purchaser and its Affiliates (and, on and after the Closing, Holdco, the Company and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Merger Consideration among each Company Security Holder as set forth in such Allocation Schedule.

Allocation Schedule. The Company shall deliver to the Purchaser, at least No later than five (5) Business Days prior to the Closing Date, a the Company shall deliver to SPAC an allocation schedule (the “Allocation Schedule”) setting forth the allocation of the Merger Consideration among the Company Security Holders (for the avoidance of doubt, giving effect to the Target Acquisitions). The Company acknowledges and agrees that the Allocation Schedule (a) is and will be in accordance with the Organizational Documents of the Company and applicable Law, (b) does and will set forth (i) the mailing addresses and email addresses, for number of Equity Securities held by each Company Security HolderStockholder, (ii) the number and class of shares of Company Securities owned by each Company Security Holder Common Stock to be issued and outstanding as of immediately prior to the Longevity Merger Effective Time pursuant to outstanding convertible instruments in accordance with the terms thereof, (for iii) the avoidance number of doubtshares of Company Common Stock subject to each Company Option held by each holder thereof, giving effect including whether each such Company Option will be a Vested Company Option or an Unvested Company Option and the exercise price thereof, (iv) the number of shares of Company Preferred Stock subject to a Warrant, including the Target Acquisitions)exercise price thereof, and (iiiv) the number of shares of Company Common Stock subject to Company Preferred Stock, (b) the number of shares of Class A Common Stock that will be subject to each Rollover Option and Rollover Warrant and the exercise price of each such Rollover Option and Rollover Warrant at the Effective Time, in each case, determined in accordance with Section 2.5, as well as reasonably detailed calculations with respect to the components and subcomponents thereof, (c) the portion of the Merger Consideration allocated to each Company Security HolderStockholder pursuant to Section 2.1(a)(vii), including as well as reasonably detailed calculations with respect to Company Options the components and subcomponents thereof, and (d) a certification, duly executed by an authorized officer of the Cellular Bioengineering Warrant Company, that the information and calculations delivered pursuant to clauses (if not previously exercised a), (b) and (c) are, and will be as of immediately prior to the Effective Time, (i) true and correct in all respects, and (ii) in accordance with its terms) assumed by Holdco pursuant to Section 1.10the applicable provisions of this Agreement, the Governing Documents of the Company and applicable Laws and, in the case of Company Options, the Company Equity Plan and any applicable grant or similar agreement with respect to any such Company Option. The Company will review any comments to the Allocation Schedule provided by SPAC or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by SPAC or any of its Representatives to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of shares of Holdco Class A Common Stock subject to, and the exercise price per share of Holdco Common Stock of that each Converted Stock Option and Converted Warrant, and (cCompany Stockholder will have a right to receive pursuant to Section 2.1(a)(vii) is and will be accurate. Notwithstanding anything in this Agreement rounded down to the contrary, upon delivery, payment and issuance of the Merger Consideration on the Closing Date in accordance with the Allocation Schedule, the Purchaser and its Affiliates shall be deemed to have satisfied all obligations with respect to the payment of consideration under this Agreement (including with respect to the Merger Consideration), and none of them shall have (x) any further obligations to the Company, any Company Security Holder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Merger Consideration), or (y) any Liability with respect to the allocation of the consideration under this Agreement, and the Company hereby irrevocably waives and releases the Purchaser and its Affiliates (and, on and after the Closing, Holdco, the Company and its Affiliates) from all claims arising from or related to such Allocation Schedule and the allocation of the Merger Consideration among each Company Security Holder as set forth in such Allocation Schedulenearest whole share.