Allocation Spreadsheet. Prior to the Effective Time, the Company will prepare and deliver to Parent a true, correct and complete list of (i) the Company Members and the percentage of the Company Interests held by each the Company Member as of immediately prior to the Effective Time.
Allocation Spreadsheet. Prior to the Effective Time, the Company will prepare and deliver to Parent a true, correct and complete list of (i) the Company Stockholders and the number of shares of the Company Common Stock held by each the Company Stockholder as of immediately prior to the Effective Time, and the holders of Company Notes and the number of shares of Parent Capital Stock the Company Notes will convert into at the Effective Time, and (ii) the number of shares of Parent Common Stock to be exchanged and/or issued for the Company Securityholders’ shares of the Company Common Stock or upon conversion of the Company Notes, all in accordance with the terms of this Agreement.
Allocation Spreadsheet. Prior to the Effective Time, Company will prepare and deliver to Parent a list of (i) the Company Stockholders, holders of Company Options and holders of Company Warrants, and the number of shares of Company Capital Stock held by each Company Stockholder and subject to each Company Option and Company Warrant, in each case, as of immediately prior to the Effective Time, and (ii) the number of shares of Parent Common Stock to be exchanged for each Company Stockholder’s shares of Company Capital Stock and the number of shares of Parent Common Stock to be subject to each option and warrant replacing each Company Option and Company Warrant, as applicable. A copy of such list, which would be accurate if the Closing Date were the date of this Agreement, is attached hereto as Exhibit I.
Allocation Spreadsheet. The allocations set forth in the Allocation Spreadsheet will be calculated and delivered to Parent, prior to the Closing, by the Company in accordance with Annex I and Section 1.6.
Allocation Spreadsheet. At least three (3) days prior to Closing, the Sellers’ Representative shall prepare and deliver to the Buyer a spreadsheet (the “Allocation Spreadsheet”), which sets forth the allocation of the Net Closing Date Cash Payment among the Sellers. The parties hereby agree that the Allocation Spreadsheet shall govern the allocation of the Net Closing Date Cash Payment and all other consideration payable or deliverable to the Sellers pursuant to this Agreement, in each case, subject to any adjustments as provided herein. Buyer Parent and the Buyer shall be entitled to rely solely on this Agreement and the Allocation Spreadsheet with respect to the consideration allocated and payable or deliverable to the Sellers pursuant hereto and thereto. Once the Buyer has made (or has caused to be made) any payments or deliveries required to be made hereunder to the Sellers, the Sellers’ Representative or any Operating Company on their behalf in accordance with the Allocation Spreadsheet, such payments shall constitute a complete discharge of the relevant payment obligation of the Buyer hereunder to such parties. None of Buyer Parent, the Buyer or, after the Closing, any Company shall be liable to any Person, including any Seller, for any inaccuracy, error or omission on the Allocation Spreadsheet, or any action taken or not taken by the Sellers’ Representative.
Allocation Spreadsheet. All of the information set forth in the Allocation Spreadsheet with respect to such Seller, including the consideration to be received by such Seller, is accurate and complete.
Allocation Spreadsheet. The Company shall deliver to Parent the Allocation Spreadsheet pursuant to Section 1.6(b).
Allocation Spreadsheet. Prior to the Effective Time, Company will prepare and deliver to Parent a list of Company Stockholders and the number of shares of Company Common Stock held by each Company Stockholder as of immediately prior to the Effective Time, and the number of shares of Parent Common Stock to be exchanged therefor.
Allocation Spreadsheet. 27 2.19 Accounts.....................................................27 2.20
Allocation Spreadsheet. The Allocation Spreadsheet reflects all amounts payable, in full satisfaction of the Company's obligations under the applicable security, to each holder of Company Capital Stock, Company Options, Warrants, Notes, securities of the Company or any of its Subsidiaries which upon conversion or exchange would require the issuance, sale or transfer of additional shares of capital stock or other equity securities of the Company or any of its Subsidiaries and all other equity securities of the Company or its Subsidiaries, at the Effective Time.
