Closing Date Allocation Schedule Clause Samples
Closing Date Allocation Schedule. (a) Upon the Company’s transfer agent’s determination of the Reverse Split Fractional Share Cashout Amount, the Company Stockholder Representative shall make appropriate updates to the Closing Date Allocation Schedule and deliver such updated Closing Date Allocation Schedule to Buyer. The Company Stockholder Representative will review any comments to the updated Closing Date Allocation Schedule provided by B▇▇▇▇ and consider, in good faith, any changes proposed by B▇▇▇▇, and shall accept any reasonable comments proposed by B▇▇▇▇.
(b) From time to time after the Second Effective Time (but without limiting Buyer’s rights under Article XI), the Company Stockholder Representative may, with the prior written agreement of Buyer, update, correct or otherwise amend or modify the Closing Date Allocation Schedule in any manner that is consistent with the express provisions of Article I and this Article III. Buyer shall be entitled to rely conclusively on the Closing Date Allocation Schedule as in effect from time to time, and, as between any or all Company Stockholders, on the one hand, and Buyer and the Final Surviving Corporation, on the other hand, any amounts delivered by Buyer to any Company Stockholder in accordance with the Closing Date Allocation Schedule in effect from time to time shall be deemed for all purposes to have been delivered to the applicable Company Stockholder in full satisfaction of the obligations of Buyer, the First Surviving Corporation and the Final Surviving Corporation under this Article III.
Closing Date Allocation Schedule. At least three (3) Business Days prior to the Closing, the Company shall deliver to Parent the Closing Date Allocation Schedule, and thereafter through the Closing any interim updates to the Closing Date Allocation Schedule as necessary for the information reflected thereon to be accurate in all material respects as of the Closing Date.
Closing Date Allocation Schedule. Arrow shall have received from the Company the Company Allocation Schedule which will be accurate and complete in all respects as of the Closing with respect to the number of Company Shares owned by each holder of Company Capital Stock and the number of shares of Arrow Common Stock to be issued to such holder pursuant to the terms of this Agreement upon the Closing.
Closing Date Allocation Schedule. The Closing Date Allocation Schedule required as a condition to Closing to be delivered by the Company not less than three (3) Business Days prior to the Closing Date pursuant to Section 2.2(c) will, when delivered, set forth each item specified in Section 2.2(c) as of the Closing Date, and the calculations performed to compute such information are, and will be (as applicable) accurate and in accordance with the terms of this Agreement, the Company’s Constituent Documents and all other agreements and instruments among the Company and the Company Equityholders.
Closing Date Allocation Schedule. The Buyer shall cause the Surviving Corporation to pay to each holder of Options each additional payment of the Option Consideration (i) concurrently with the payment of such portion of the Total Consideration to the holders of Company Shares and (ii) in accordance with the Closing Date Allocation Schedule.
Closing Date Allocation Schedule. Carnivale shall have received from the Company the Closing Date Allocation Schedule which will be accurate and complete in all respects as of the Closing with respect to the number of Company Shares owned by each Seller and the number of shares of Carnivale Common Stock to be issued to such Seller pursuant to the terms of this Agreement upon the Closing.