Capitalization Schedule Clause Samples

Capitalization Schedule. No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent a final and updated Capitalization Schedule, which (A) updates the number of shares of Company Series B Preferred Stock that are issued upon conversion of the Convertible Notes, updates the number of shares of Company Common Stock outstanding to reflect the issuance of such Company Common Stock upon exercise of Company Options after the date hereof and updates the of Vested Company Options prior to the Closing Date and (B) sets forth the following information: (i) the name of each Company Securityholder; (ii) the number and type or class of each Company Security held by each Company Securityholder, including, if applicable to such Company Securityholder, the number of shares of Company Common Stock issuable upon conversion or exercise of such Company Security and the exercise price per share for such Company Security; (iii) the vesting arrangements with respect to each Company Security held by such Company Securityholder (including the vesting schedule, vesting commencement date, date fully vested and the extent to which such Company Security is or will be vested as of the Effective Time); (iv) the total number of Parent Class A Shares issuable pursuant to Section ‎4.1(a) in respect of each share of Company Capital Stock held by such Company Securityholder; (v) the total number of Parent Class A Shares issuable pursuant to Section 4.1(b) and Section ‎4.1(c) upon conversion of each Company Option and the Company Warrant, respectively, held by such Company Securityholder, and the respective exercise price per share applicable to such Company Option and the Company Warrant following the Effective Time; (vi) the number of Escrow Shares deposited into the Escrow Fund on behalf of such Company Securityholder pursuant to Section ‎4.1(i); and (vii) such Company Securityholder’s Pro Rata Portion, if any. Nothing contained in this Section 4.1(j) or in the updated Capitalization Schedule delivered pursuant hereto shall be construed or deemed to: (x) modify the Company’s obligations to obtain Parent’s prior consent to the issuance of any securities pursuant to Section 7.1(a)(xvi); or (y) alter or amend the total aggregate number of Closing Payment Shares issuable or reserved for issuance to the Company Securityholders; or (z) alter or amend the definition of Closing Consideration Conversion Ratio.

Capitalization Schedule. Schedule 5.8(b) to the Loan Agreement is hereby amended in its entirety to read as set forth in Annex I to this Amendment. 12.

Capitalization Schedule. Buyer must have received a schedule from Company showing all of the holders of Company Capital Stock and Company Options. Such schedule shall list the name and mailing address of each such holder. Buyer shall have also received from Company, on or prior to five (5) Business Days prior to the Closing Date, a schedule showing as of the Closing Date the names and number of shares owned by all holders of Company Common Stock and Company Series A Preferred Stock that are entitled to receive Merger Consideration hereunder (the "CLOSING DATE CAPITALIZATION SCHEDULE").

Capitalization Schedule. The Board shall create and maintain a schedule (the “Capitalization Schedule”) that sets forth the Units issued by the Company and the holders thereof. Any changes to such schedule made by the Board pursuant to the preceding sentence shall not constitute an amendment of this Agreement. The Capitalization Schedule as of the date hereof is attached hereto as Exhibit A. To the extent not already admitted, the Persons identified thereon are hereby admitted as Members as of the date hereof.

Capitalization Schedule. No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent a final and updated Capitalization Schedule, which sets forth the following information: (i) the name of each Company Securityholder; (ii) the number and type or class/series of each Company Security held by each Company Securityholder, including, if applicable to such Company Securityholder, the number of shares of Company Common Stock issuable upon conversion or exercise of such Company Security and the exercise price per share for such Company Security; (iii) the vesting arrangements with respect to each Company Security held by such Company Securityholder (including the vesting schedule, vesting commencement date, date fully vested and the extent to which such Company Security is or will be vested as of the Effective Time); (iv) the total number of Parent Class A Shares issuable pursuant to Section 3.1(a) in respect of each share of Company Capital Stock held by such Company Securityholder; and (v) the total number of Parent Class A Shares issuable pursuant to Section 3.1(b) upon conversion of each Company Option held by such Company Securityholder, and the respective exercise price per share applicable to such Company Option following the Effective Time. The parties agree that the Capitalization Schedule delivered by the Company to Parent prior to the Closing Date solely represents the Company’s good faith estimate of such information and calculations and is not binding on the parties in any respect.

Capitalization Schedule. 4.13, 6.2 Compliance Schedule............................ 6.14(a), 6.14(b), 6.14(g)

Capitalization Schedule. On the date hereof the Company has delivered to Parent a true and correct schedule setting forth the name of each holder of Common Stock and Company Options and the number of each such securities owned by each such person as of the date hereof on a pro forma basis after giving effect to Company Options that will be exercised immediately prior to the Effective Time (the "CAPITALIZATION SCHEDULE"). The Company shall deliver to Parent an updated Capitalization Schedule by the close of business on the Business Day prior to the Closing Date (and thereafter as necessary prior to the Closing), which shall be true and correct, and such updated Capitalization Schedule shall be used for purposes of calculating the distribution of the Merger Consideration for purposes of this Article II.

Capitalization Schedule. 4.4(a)...Subsidiaries Schedule 4.4(b)...Outside Equity Ownership Interests Schedule 4.6......Undisclosed Liabilities Schedule 4.7......Regulatory Documents Schedule 4.8......Permits; Compliance with Laws; Insurance Licenses Schedule 4.9......Insurance Issued Schedule 4.10.....Rating Agencies Schedule 4.12.....Investment Portfolio Schedule 4.14.....Reinsurance Agreements Schedule 4.15.....

Capitalization Schedule. The Company shall have delivered to Parent a schedule, certified by the Company’s Chief Executive Officer and Chief Financial Officer, setting forth, with respect to each Company Holder, to the extent applicable (a)(i) the number of shares of Company Common Stock and Company Preferred Stock held by such Company Holder, (ii) the number of shares of Company Common Stock issuable upon conversion of all such shares of Company Preferred Stock (including shares issuable upon conversion of all accrued and unpaid dividends thereon), (iii) the number of Option Shares underlying all Company Options held by such Company Holder, indicating those which are vested and exercisable, and those which are unvested, (iv) the number of Warrant Shares underlying all Company Warrants and Secured Warrants held by such Company Holder, and (v) the aggregate principal amount of all Bridge Notes held by such Company Holder, in each case, as of the Closing Date, immediately prior to the Effective Time, and (b) the number of shares of Parent Common Stock, Parent Options, Parent Warrants, Parent Secured Warrants and Parent Bridge Warrants to which such Company Holder shall be entitled in connection with the Merger in respect of all the Company Securities held by such Company Holder.