Allocation Schedules. (a) The Preliminary Closing Date Allocation Schedule sets forth a good faith estimate as of the date of this Agreement of the amounts payable to the Shareholders pursuant to this Agreement. Otic Pharma shall deliver to Public Company, at least three Business Days prior to the Closing, the Closing Date Allocation Schedule. Public Company shall be entitled to rely conclusively on the Closing Date Allocation Schedule, and, as between the Shareholders, on the one hand, and Public Company, on the other hand, any amounts delivered by the Public Company to any Shareholder in accordance with the Closing Date Allocation Schedule shall be deemed for all purposes to have been delivered to the applicable Shareholder in full satisfaction of the obligations of the Public Company under this Article I.
Allocation Schedules. (a) The Preliminary Closing Date Allocation Schedule sets forth a good faith estimate as of the date of this Agreement of the consideration deliverable to the Stockholders pursuant to this Agreement. Private Company shall deliver to Public Company, at least two (2) Business Days prior to the Closing, the Closing Date Allocation Schedule. Public Company shall be entitled to rely conclusively on the Closing Date Allocation Schedule, and, as between the Stockholders, on the one hand, and Public Company, on the other hand, any amounts delivered by the Public Company to any Stockholder (or delivered by Public Company to the Stockholder Representative) in accordance with the Closing Date Allocation Schedule shall be deemed for all purposes to have been delivered to the applicable Stockholder in full satisfaction of the obligations of Public Company under this Article I.
Allocation Schedules. (a) Not less than five (5) Business Days prior to the Anticipated Closing Date, Check-Cap will prepare and deliver to Keystone a certificate signed by the Chief Financial Officer of Check-Cap in a form reasonably acceptable to Keystone setting forth (as of immediately prior to the Israeli Merger Effective Time) (i) the name and address of each holder of Check-Cap Options, Check-Cap RSUs and Check-Cap Warrants based on Check-Cap’s then current records, (ii) the number of Check-Cap Ordinary Shares underlying Check-Cap Options, Check-Cap RSUs and Check-Cap Warrants for each such holder, (iii) the number of shares of PubCo Common Stock to be allocated to any holder of Check-Cap Vested RSUs pursuant to this Agreement in respect of such Check-Cap Vested RSUs held by such holder as of immediately prior to the Israeli Merger Effective Time, (iv) the cost of redemption of each Check-Cap Warrant outstanding as of immediately prior to the Israeli Merger Effective Time (assuming the full redemption thereof) and (v) the number of shares of PubCo Common Stock to be issued upon the exercise of Check-Cap Warrants to each holder of Check-Cap Warrants in respect of such Check-Cap Warrants held by such holder as of immediately prior to the Israeli Merger Effective Time (assuming all Check-Cap Warrants are exercised and no Check-Cap Warrants are redeemed) (the “Check-Cap Allocation Schedule”). The allocation of the Check-Cap Merger Consideration and the information with respect to the number of shares of PubCo Common Stock to be issued to any holder of Check-Cap Vested RSUs set forth in the Check-Cap Allocation Schedule shall be binding on all Parties and shall be used by PubCo for purposes of the issuance of shares of PubCo Common Stock to the holders of Check-Cap Ordinary Shares and Check-Cap Vested RSUs pursuant to this Section 3, absent manifest error.
Allocation Schedules. Within thirty (30) days following the determination of the Final Working Capital, Buyer shall deliver to Parent and Seller schedules (the “Allocation Schedules”) allocating the Purchase Price (including, for this purpose, any Liabilities assumed) among (i) the assets of the Company (including all of the assets of the applicable Business Subsidiaries that are transparent for U.S. federal income tax purposes or with respect to which a Section 338(h)(10) Election is made) and (ii) in the event that Buyer makes the Stock Purchase Request, the equity of USCC Services. The Allocation Schedules shall be prepared in accordance with the methodologies set forth on IRS Form 8883. If, within thirty (30) days following delivery of the Allocation Schedules, Parent or Seller notifies Buyer in writing of its disagreement with the Allocation Schedules, Parent, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Allocation Schedules to reflect such resolution, which shall be final and binding, meaning each of Parent, Seller and Buyer agrees that neither it nor any of its Affiliates shall file any Tax Returns in a manner that is inconsistent with the Allocation Schedules as finally determined. If, within thirty (30) days following such notification by Parent or Seller to Buyer, Parent, Seller and Buyer are unable to resolve any disagreement, Parent, Seller and Buyer shall each be entitled to adopt their own positions regarding the Allocation Schedules for all applicable Tax purposes. 137
Allocation Schedules. (i) The Initial Allocation Schedule attached hereto as Exhibit B sets forth a summary of the allocation (estimated as of the date hereof) of the amounts payable at the Closing to the Company Equityholders and Bank of America (which amount payable to Bank of America shall be as set forth in the calculation of the Closing Purchase Price). The Company shall deliver to the Buyer and the Paying Agent, at least three (3) Business Days prior to the Closing, the Closing Date Allocation Schedule (which schedule shall reflect the amounts set forth on the Estimated Closing Adjustment Statement). The Buyer shall provide the Representative with written notice of a Future Payment within five (5) Business Days after the date on which the Buyer determines that a Future Payment has become payable, following which the Representative shall deliver to the Buyer and the Paying Agent an allocation schedule setting forth (A) the Applicable Share of such Future Payment payable to each Company Equityholder (subject to Section 2.8), (B) the amount payable to Bank of America and (C) the portion of any Management Bonus Plan payable to each Bonus Eligible Employee (each, a “Future Payment Allocation Schedule”) and the Buyer and the Paying Agent shall not be obligated to make any such payment sooner than five (5) Business Days after receipt of the applicable Future Payment Allocation Schedule. The Paying Agent shall make all payments constituting the Aggregate Closing Stock Consideration to the applicable Company Stockholders in accordance with the Closing Date Allocation Schedule and the Letters of Transmittal and shall make all Future Payments to the applicable Company Stockholders in accordance with the applicable Future Payment Allocation Schedule. The Paying Agent shall make all payments constituting the Aggregate Closing Option Consideration and Aggregate Phantom Share Unit Consideration to the applicable Non-Employee Recipients in accordance with the Closing Date Allocation Schedule and the Letters of Transmittal and shall make all Future Payments to the applicable Non-Employee Recipients in accordance with the applicable Future Payment Allocation Schedule.
Allocation Schedules. To assist with the Reconciliation process contemplated by this Article 2, following the receipt by a Holder of any Payment in respect of a Permitted Policy Claim under the Plan, such Holder receiving such Payment, or its paying agent or calculating agent, as applicable, shall, on or before November 30, 2017, submit to the Management Services Provider, by e-mail to xxxxxxxxxxxxxxxx@xxxxx.xxx, a fully completed and duly executed Allocation Schedule in respect of the application of such Payment, in the form attached to the Proof of Policy Claim Form which is set forth in Exhibit B to these Payment Guidelines. Provided that the Allocation Schedule is submitted on or before November 30, 2017, an Allocation Schedule may be submitted either together with a Proof of Policy Claim Form relating to the Policy pursuant to which the relevant Payment was made or separately. The requirement to submit an Allocation Schedule may be waived by the Management Services Provider, in its sole and absolute discretion, if the information required by the Allocation Schedule is contained in a remittance, trust or other report, in a form acceptable to the Management Services Provider.
Allocation Schedules. (a) The Sellers shall prepare and deliver to Buyer a spreadsheet (the “U.S. Allocation Schedule”) at least three (3) Business Days prior to the U.S. Closing, in a form reasonably satisfactory to Buyer, which U.S. Allocation Schedule shall be dated as of the U.S. Closing Date and shall set forth all of the information (in addition to the other required data and information specified therein) set forth in Section 7.11 of the Acquired Company Disclosure Schedule, as of immediately prior to the U.S. Closing.
Allocation Schedules. 18.1.1 Initial Allocation Schedule. Purchaser shall, within 90 days after the Closing Date, prepare and deliver to DCGI, with its consent (which consent shall not be unreasonably withheld), a schedule allocating the Purchase Price (and any other items required to be treated as additional Purchase Price) among Assets in accordance with Section 1060 of the Code and the regulations promulgated thereunder (or any comparable provisions of state or local tax law) or any successor provision. If DCGI raises objections, Purchaser and DCGI will negotiate in good faith to resolve such objections. To the extent that the Purchaser and Sellers agree on a schedule allocating the Purchase Price, Purchaser and Sellers shall report and file all Tax returns (including amended Tax returns and claims for refund) consistent with the allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings). Purchaser and Sellers shall file or cause to be filed any and all forms (including Form 8594), statements and schedules with respect to such allocation, including any amendments to such forms. If and to the extent the parties are unable to agree on such allocation, each shall be free to make its own allocation for tax purposes. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.
Allocation Schedules. The “Initial Allocation Schedule” attached hereto as Exhibit D sets forth, as of the date hereof, the following information with respect to each Company Equityholder: (i) the name and the mailing address of such Company Equityholder as reflected on the stock transfer or other corporate records of the Company; (ii) (A) with respect to each Share Certificate representing shares of Company Stock or Book Entry Shares held by such Company Equityholder, (x) the number and class or series of Company Common Stock, Company Series A Preferred Stock, Company Series B Preferred Stock, Company Series C Preferred Stock, Company Series C-1 Preferred Stock and Company Series D Preferred Stock represented by such Share Certificate or applicable Book Entry and (y) the number of shares of Company Common Stock into which such Company Preferred Stock is convertible, (B) with respect to each Company Option held by such Company Equityholder, the number of shares of Company Common Stock underlying such Option and the per share exercise price thereof, (C) with respect to each Company Common Stock Warrant held by such Company Equityholder, the number of shares of Company Common Stock underlying such Company Common Stock Warrants and the per share exercise price thereof, (D) with respect to each Company Preferred Stock Warrant held by such Company Equityholder, (x) the number of shares and type of Company Preferred Stock underlying such Company Preferred Stock Warrants and the per share exercise price thereof and (y) the number of shares of Company Common Stock into which such shares of Company Preferred Stock would be convertible; and (E) the aggregate number of shares of Company Common Stock held by such Company Equityholder, assuming the conversion of the Company Preferred Stock, the exercise of the Company Options, the exercise of the Company Common Stock Warrants, and the exercise and subsequent conversion to Company Common Stock of the Company Preferred Stock Warrants, in each case, held by such Company Equityholder, (iii) the Number of Fully Diluted Shares, the Number of Fully Diluted Vested Shares and the Number of Fully Diluted Unvested Shares. The Company shall deliver to Buyer and the Paying Agent, at least three (3) Business Days prior to Closing, an update to the Initial Allocation Schedule (as so updated, the “Closing Date Allocation Schedule”), which (I) shall contain, in addition to the information described in clauses (i), (ii) and (iii) the previous sentence, the c...
Allocation Schedules. The Preliminary Allocation Schedule sets forth the following information and calculations, as of date hereof, and the Closing Allocation Schedule will set forth such information and calculations, as of the Closing Date: (1) the total number of shares of Company Stock outstanding, (2) the number of shares of Company Stock held by each Company Shareholder and the corresponding pro rata ownership percentage of such Company Shareholder, and the address of such Company Shareholder, (3) the maximum amounts of Closing Merger Consideration, Earn-out Amount and Holdback Amount payable to each Company Shareholder, (4) the amounts due and payable to each Company Noteholder in respect of the Company Notes (based on interest accrued through February 28, 2010), (5) the amount of Severance Payments payable to specified employees of the Company, (6) the amounts of Employee Loans due and payable to each Employee, (7) the amount due and payable under the IDED Loan and (8) a good faith estimate of the amount of Transaction Expenses due and payable. The information set forth as of the date hereof in the Preliminary Allocation Schedule is true, complete and accurate as of the date hereof (except for the Transaction Expenses, which have been estimated in good faith) and the information set forth in the Closing Allocation Schedule will be true, complete and accurate as of the Effective Time (except for the Transaction Expenses, which will have been estimated in good faith), and the calculations performed to compute such information are, and will be, accurate and in accordance with the terms of this Agreement, the Company Organizational Documents and all other agreements and instruments among the Company and the Company Shareholders.
