Capitalization Schedule. No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent a draft of a schedule (the “Capitalization Schedule”) setting forth:
(i) the interest accrued, as of the Closing Date, upon the principal balance of the Existing Convertible Notes;
(ii) the interest accrued, as of the Closing Date, upon the principal balance of the Additional Convertible Notes, if any;
(iii) the interest accrued, as of the Closing Date, upon the principal balance of the Additional 2025 Notes, if any;
(iv) the number of shares of Company Common Stock outstanding as of the Closing Date;
(v) the number of shares of Company Preferred Stock outstanding as of the Closing Date;
(vi) the number of Company Options outstanding as of the Closing Date;
(vii) with respect to each Company Securityholder:
(A) the name and address of record of such Company Securityholder;
(B) the principal balance of any Existing Convertible Notes held by such Company Securityholder and any accrued interest thereon;
(C) the principal balance of any Additional Convertible Note held by such Company Securityholder and any accrued interest thereon;
(D) the principal balance of any Additional 2025 Note held by such Company Securityholder and any accrued interest thereon;
(E) the number and type or class of shares of Company Capital Stock held by such Company Securityholder;
(F) the Closing Payment Shares payable to such Company Securityholder upon the Closing, which shall be used by Parent for purposes of issuing the Closing Payment Shares to the Company Securityholders pursuant to this Section 3.2; and
(G) the Pro Rata Share of such Company Securityholder. The Company shall review any comments to the Capitalization Schedule provided by Parent or any of its Representatives and consider in good faith any reasonable comments proposed by Parent or any of its Representatives and shall deliver a final Capitalization Schedule to Parent no later than three (3) Business Days prior to the Closing. Nothing contained in this Section 3.2(i) or in the Capitalization Schedule 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 6.1(t); or (y) alter or amend the total aggregate number of Closing Payment Shares issuable or reserved for issuance to the Company Securityholders. It is expressly acknowledged and agreed that Parent and its Representatives shall be entitled to rely on the allocatio...
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. The Company shall have delivered to the Investors a schedule reasonably satisfactory to the Investors reflecting, after giving effect to the transactions contemplated by this Agreement, (i) the Company's authorized, issued and outstanding shares of Common Stock and Series 1 Preferred Stock and (ii) the aggregate number of shares of restricted stock and options to purchase shares of Common Stock which may be issued and which have been granted pursuant to any stock option plan or stock incentive plan of the Company or any Subsidiary or are issuable pursuant to the Company's 1999 Employee Stock Purchase Plan. The information in such Schedule shall be as of the Closing.
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. At least five (5) Business Days prior to the Closing, the Company shall deliver a written certificate to Parent, executed by a duly authorized officer of the Company, setting forth as of the Closing Date a true, complete and correct list of all Company Holders, the equity interests of the Company (the “Company Interests”) held by each such Company Holder and the portion of the Merger Consideration payable to such Company Holder (the “Capitalization Schedule”). Parent shall be entitled to rely conclusively on the Capitalization Schedule for the purposes of allocating the Merger Consideration and shall have no liability to the Company Holders or any other Person for such reliance.
Capitalization Schedule. In the event that, immediately prior to the applicable Closing, the outstanding equity securities or rights to acquire equity securities of the Company differs from the information set forth in Sections 2.2(b) or (c) hereof (the “Capitalization Representations”) or on Schedules 2.2(a)(i) and 2.2(a)(ii) (the “Capitalization Schedules”) or any Purchaser’s Shares are not duly authorized or validly issued by the Company, and as a result, the Purchaser’s respective ownership percentages of the Company are less than as indicated by the Capitalization Representations or the Capitalization Schedules, the Big Teams, LLC MOKO Series B-2 Share PurchaseAgreement April 24, 2015 Company shall issue Purchaser such number of additional Series B-2 Preferred Shares as is necessary to increase Purchaser’s ownership of the Company to the level indicated by the Capitalization Representations and the Capitalization Schedules. Big Teams, LLC MOKO Series B-2 Share PurchaseAgreement April 24, 2015
Capitalization Schedule. 4.13, 6.2 Compliance Schedule............................ 6.14(a), 6.14(b), 6.14(g)
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.
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. 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.
