Common use of Allocation Schedule Clause in Contracts

Allocation Schedule. (a) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror a schedule, duly certified by an officer of the Company, of the equity capitalization of the Company as of the Closing including, (i) the calculation of the Base Merger Consideration and the Per Company Share Merger Consideration, (ii) for each holder of Company Common Stock (after giving effect to the Company Security Conversion, the Warrant Event and the Burkhan Conversion Event) (A) the name and email address of such holder, (B) the number and class or series (if applicable) of Company Common Stock held by such holder and (C) the portion of the Base Merger Consideration payable to such holder in respect of the Company Common Stock held by such holder (with any fractional shares rounded down to the nearest whole share), and (iii) for each holder of Company Options and Company RSUs, (A) the name of such holder, (B) the number and class or series (if applicable) of Company Options and Company RSUs held by such holder, and (C) the portion of the Base Merger Consideration that will be subject to each Acquiror Option and Acquiror RSU, which shall be determined in accordance with Section 3.8, in each case, prepared in good faith by the Company and in a form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror (the “Allocation Schedule”). (b) The Company will consider in good faith Acquiror’s comments to the Allocation Schedule, and if any adjustments are made to the Allocation Schedule by the Company at Acquiror’s request prior to the Closing, such adjusted Allocation Schedule shall thereafter become the Allocation Schedule for all purposes of this Agreement. The Allocation Schedule and the calculations and determinations contained therein shall be prepared in accordance with the Company’s Governing Documents, the DGCL and the applicable definitions contained in this Agreement. Each of Acquiror and ▇▇▇▇▇▇ Sub shall be entitled to rely (without any duty of inquiry) upon the Allocation Schedule.

Allocation Schedule. The Companies shall deliver to the Purchaser, at least five (a) No later than three (35) Business Days prior to the Closing Date, the Company shall deliver to Acquiror a schedule, duly certified by an officer of the Company, of the equity capitalization of the Company as of the Closing including, (i) the calculation of the Base Merger Consideration and the Per Company Share Merger Consideration, (ii) for each holder of Company Common Stock (after giving effect to the Company Security Conversion, the Warrant Event and the Burkhan Conversion Event) (A) the name and email address of such holder, (B) the number and class or series (if applicable) of Company Common Stock held by such holder and (C) the portion of the Base Merger Consideration payable to such holder in respect of the Company Common Stock held by such holder (with any fractional shares rounded down to the nearest whole share), and (iii) for each holder of Company Options and Company RSUs, (A) the name of such holder, (B) the number and class or series (if applicable) of Company Options and Company RSUs held by such holder, and (C) the portion of the Base Merger Consideration that will be subject to each Acquiror Option and Acquiror RSU, which shall be determined in accordance with Section 3.8, in each case, prepared in good faith by the Company and in a form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror schedule (the “Allocation Schedule”). ) setting forth the allocation of the Merger Consideration among the Company Security Holders. The Companies acknowledge and agree that the Allocation Schedule (a) is and will be in accordance with the Organizational Documents of such Company and applicable Law, (b) The 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 Greenland Merger Effective Time, and (iii) the portion of the Merger Consideration allocated to each Company Security Holder, and (c) is and will consider be accurate. Notwithstanding anything in good faith Acquiror’s comments 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 if any adjustments are made its Affiliates shall be deemed to have satisfied all obligations with respect to the Allocation Schedule by 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 Companies, any Company at Acquiror’s request prior 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 Companies hereby irrevocably waive and release the Purchaser and its Affiliates (and, on and after the Closing, Holdco, the Companies and their Affiliates) from all claims arising from or related to such adjusted Allocation Schedule shall thereafter become the Allocation Schedule for all purposes of this Agreement. The Allocation Schedule and the calculations and determinations contained therein shall be prepared allocation of the Merger Consideration among each Company Security Holder as set forth in accordance with the Company’s Governing Documents, the DGCL and the applicable definitions contained in this Agreement. Each of Acquiror and ▇▇▇▇▇▇ Sub shall be entitled to rely (without any duty of inquiry) upon the such Allocation Schedule.

Allocation Schedule. The Company shall deliver to Parent and Parent Merger Sub, at least five (a) No later than three (35) Business Days prior to the Closing Date, a schedule (the Company “Allocation Schedule”) setting forth the allocation of the Merger Consideration among the Shareholders. The Allocation Schedule (i) shall deliver to Acquiror a schedule, duly certified by an officer be in accordance with the Organizational Documents of the Company, of the equity capitalization of the Company as of the Closing including, (i) the calculation of the Base Merger Consideration Shareholder Agreements and the Per Company Share Merger Consideration, applicable Law and (ii) for each holder of Company Common Stock (after giving effect to the Company Security Conversion, the Warrant Event and the Burkhan Conversion Event) shall set forth (A) the name mailing addresses and email address of such holderaddresses, for each Shareholder, (B) the number and class or series (if applicable) of Company Common Stock held Shares and/or Company BSPCEs owned by such holder and (C) the portion each Shareholder as of the Base Merger Consideration payable to such holder in respect of the Company Common Stock held by such holder (with any fractional shares rounded down immediately prior to the nearest whole share), and (iii) for each holder of Company Options and Company RSUs, (A) the name of such holder, (B) the number and class or series (if applicable) of Company Options and Company RSUs held by such holderMerger Effective Time, and (C) the portion of the Base Merger Consideration that allocated to each Shareholder (divided into Surviving Corporation Shares and Rollover BSPCEs, and any cash consideration payable in lieu of fractional shares pursuant to Section 3.1(h)). Parent and its counsel will be subject given an adequate opportunity to each Acquiror Option review and Acquiror RSUcomment on the Allocation Schedule prior to Closing, which shall be determined in accordance with Section 3.8, in each case, prepared in good faith by and the Company and in a form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror (the “Allocation Schedule”). (b) The Company will consider in good faith Acquiror’s any comments to the Allocation Schedule, and if any adjustments are made to the Allocation Schedule reasonably requested by the Company at Acquiror’s request prior to the Closing, such adjusted Allocation Schedule shall thereafter become the Allocation Schedule for all purposes of this Agreement. The Allocation Schedule and the calculations and determinations contained therein shall be prepared in accordance with the Company’s Governing Documents, the DGCL and the applicable definitions contained in this Agreement. Each of Acquiror and ▇▇▇▇▇▇ Sub shall be entitled in writing. Notwithstanding anything in this Agreement to rely (without any duty the contrary, upon delivery, payment and issuance of inquiry) upon the Merger Consideration on the Closing Date in accordance with the Allocation Schedule, Parent Surviving Corporation 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 (i) any further obligations to the Company, any Shareholder or any other Person with respect to the payment of any consideration under this Agreement (including with respect to the Merger Consideration), or (ii) any Liability with respect to the allocation of the consideration under this Agreement.

Allocation Schedule. The Company shall deliver to the Purchaser, at least five (a) No later than three (35) Business Days prior to the Closing Date, a schedule (the “Allocation Schedule”) setting forth the allocation of the Merger Consideration among the Company shall deliver Security Holders (for the avoidance of doubt, giving effect to Acquiror a schedule, duly certified by an officer of the Company, of Target Acquisitions). The Company acknowledges and agrees that the equity capitalization Allocation Schedule (a) is and will be in accordance with the Organizational Documents of the Company as of the Closing includingand applicable Law, (b) does and will set forth (i) the calculation of the Base Merger Consideration mailing addresses and the Per email addresses, for each Company Share Merger ConsiderationSecurity Holder, (ii) for each holder of Company Common Stock (after giving effect to the Company Security Conversion, the Warrant Event and the Burkhan Conversion Event) (A) the name and email address of such holder, (B) the number and class or series (if applicable) of Company Common Stock held Securities owned by such holder and (C) the portion each Company Security Holder as of the Base Merger Consideration payable to such holder in respect of the Company Common Stock held by such holder (with any fractional shares rounded down immediately prior to the nearest whole shareMerger Effective Time (for the avoidance of doubt, giving effect to the Target Acquisitions), and (iii) for each holder of Company Options and Company RSUs, (A) the name of such holder, (B) the number and class or series (if applicable) of Company Options and Company RSUs held by such holder, and (C) the portion of the Base Merger Consideration that allocated to each Company Security Holder, including with respect to Company Options assumed by Purchaser pursuant to Section 1.9, the number of shares of Purchaser Common Stock subject to, and the exercise price per share of Purchaser Common Stock of each Converted Stock Option, and (c) is and will be subject accurate. Notwithstanding anything in this Agreement to each Acquiror Option the contrary, upon delivery, payment and Acquiror RSU, which shall be determined issuance of the Merger Consideration on the Closing Date in accordance with Section 3.8, in each case, prepared in good faith by the Company and in a form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror (the “Allocation Schedule”). (b) The Company will consider in good faith Acquiror’s comments to the Allocation Schedule, the Purchaser and if any adjustments are made its Affiliates shall be deemed to have satisfied all obligations with respect to the Allocation Schedule by 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 at Acquiror’s request prior to hereby irrevocably waives and releases the Purchaser and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from all claims arising from or related to such adjusted Allocation Schedule shall thereafter become the Allocation Schedule for all purposes of this Agreement. The Allocation Schedule and the calculations and determinations contained therein shall be prepared allocation of the Merger Consideration among each Company Security Holder as set forth in accordance with the Company’s Governing Documents, the DGCL and the applicable definitions contained in this Agreement. Each of Acquiror and ▇▇▇▇▇▇ Sub shall be entitled to rely (without any duty of inquiry) upon the such Allocation Schedule.

Allocation Schedule. The Company shall deliver to the Purchaser, at least five (a) No later than three (35) Business Days prior to the Closing Date, a schedule (the “Allocation Schedule”) setting forth the allocation of the Merger Consideration among the Company shall deliver Security Holders (for the avoidance of doubt, giving effect to Acquiror a schedule, duly certified by an officer of the Company, of Target Acquisitions). The Company acknowledges and agrees that the equity capitalization Allocation Schedule (a) is and will be in accordance with the Organizational Documents of the Company as of the Closing includingand applicable Law, (b) does and will set forth (i) the calculation of the Base Merger Consideration mailing addresses and the Per email addresses, for each Company Share Merger ConsiderationSecurity Holder, (ii) for each holder of Company Common Stock (after giving effect to the Company Security Conversion, the Warrant Event and the Burkhan Conversion Event) (A) the name and email address of such holder, (B) the number and class or series (if applicable) of Company Common Stock held Securities owned by such holder and (C) the portion each Company Security Holder as of the Base Merger Consideration payable to such holder in respect of the Company Common Stock held by such holder (with any fractional shares rounded down immediately prior to the nearest whole shareMerger Effective Time (for the avoidance of doubt, giving effect to the Target Acquisitions), and (iii) for each holder of Company Options and Company RSUs, (A) the name of such holder, (B) the number and class or series (if applicable) of Company Options and Company RSUs held by such holder, and (C) the portion of the Base Merger Consideration that allocated to each Company Security Holder, including with respect to Company Options assumed by Purchaser pursuant to Section 2.9, the number of shares of Purchaser Common Stock subject to, and the exercise price per share of Purchaser Common Stock of each Converted Stock Option, and (c) is and will be subject accurate. Notwithstanding anything in this Agreement to each Acquiror Option the contrary, upon delivery, payment and Acquiror RSU, which shall be determined issuance of the Merger Consideration on the Closing Date in accordance with Section 3.8, in each case, prepared in good faith by the Company and in a form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror (the “Allocation Schedule”). (b) The Company will consider in good faith Acquiror’s comments to the Allocation Schedule, the Purchaser and if any adjustments are made its Affiliates shall be deemed to have satisfied all obligations with respect to the Allocation Schedule by 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 at Acquiror’s request prior to hereby irrevocably waives and releases the Purchaser and its Affiliates (and, on and after the Closing, the Company and its Affiliates) from all claims arising from or related to such adjusted Allocation Schedule shall thereafter become the Allocation Schedule for all purposes of this Agreement. The Allocation Schedule and the calculations and determinations contained therein shall be prepared allocation of the Merger Consideration among each Company Security Holder as set forth in accordance with the Company’s Governing Documents, the DGCL and the applicable definitions contained in this Agreement. Each of Acquiror and ▇▇▇▇▇▇ Sub shall be entitled to rely (without any duty of inquiry) upon the such Allocation Schedule.