Closing Date Allocation Schedule Sample Clauses

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.
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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 Bxxxx and consider, in good faith, any changes proposed by Bxxxx, and shall accept any reasonable comments proposed by Bxxxx.
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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.
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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.
Sample 1
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.
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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.
Sample 1

Related to Closing Date Allocation Schedule

  • Effective Date and Allocations If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date.

  • Purchase Price Allocation The parties agree that the transactions contemplated by this Agreement will be treated from Parent’s perspective for U.S. federal income Tax purposes as an asset purchase and from the perspective of the Former Equity Owners for U.S. federal income Tax purposes as a sale of partnership interests pursuant to Situation 2 of IRS Revenue Ruling 99-6, 1991-1 C.B. 432. Parent and each Former Equity Owner agree that the sum of the Purchase Price and the liabilities of the Company as of the Closing Date that are assumed by Parent (collectively, the “Asset Sale Purchase Price”) will be allocated between and among the assets held by the Company as of the Closing Date. Within 90 days after the Closing Date, Parent will provide Representative with a schedule (the “Allocation Schedule”) setting forth Parent’s allocation of the Asset Sale Purchase Price for the purpose of, and in accordance with, Section 1060 of the Code and the applicable Treasury Regulations and any applicable provision of state, local or foreign Law, among the various class of assets listed on IRS Form 8594. Such allocation will be deemed final unless Representative notifies Parent in writing of any disagreement with the Allocation Schedule within 30 days of receipt of such schedule. Parent and Representative will cooperate in good faith in order to reach agreement as to the allocation within 30 days of receipt by Parent of notice from Representative of the Former Equity Owners’ disagreement with the Allocation Schedule. If the parties are unable to reach agreement, the disputed items will be resolved by the Accounting Firm and any determination by the Accounting Firm will be final (the final schedule as agreed to by the parties or as determined by the Accounting Firm, the “Final Allocation Schedule”). The costs, fees and expenses of the Accounting Firm will be borne equally by Parent, on the one hand, and Representative (on behalf of the Former Equity Owners), on the other hand. Parent and the Former Equity Owners will execute and file all Tax Returns in a manner consistent with the Final Allocation Schedule and will not take a position in any Tax proceeding or audit or otherwise that is inconsistent with the Final Allocation Schedule; provided, however, that nothing contained herein will require the Former Equity Owners or Parent to contest, beyond the exhaustion of such party’s administrative remedies before any Taxing Authority or agency, and the Former Equity Owners and Parent will not be required to litigate before any court, including, without limitation, the United States Tax Court, any proposed deficiency or adjustment by any Taxing Authority or agency that challenges such allocation. Parent and Representative will give prompt notice to each other of the commencement of any tax audit or the assertion of any proposed deficiency or adjustment by any Taxing Authority or agency that challenges such allocation.

  • Closing Date Certificate Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

  • Closing Date Deliverables On the Closing Date, the Sponsor Holdco shall deliver to Acquiror and the Company a duly executed copy of that certain Amended and Restated Registration Rights Agreement, by and among Acquiror, the Company, the Sponsor Holdco and certain of the Company’s stockholders or their respective affiliates, as applicable, in substantially the form attached as Exhibit C to the Merger Agreement.

  • Closing Date and Location The Transaction will be completed at 10:00 a.m. (Pacific time) on the Closing Date, at the offices of the Purchaser’s Solicitors, or at such other location and time as is mutually agreed to by the Purchaser and the Target. Notwithstanding the location of the Closing, each party agrees that the Closing may be completed by the exchange of undertakings between the respective legal counsel for the Purchaser and the Target, provided such undertakings are satisfactory to each party’s respective legal counsel.

  • Construction Schedule The progress schedule of construction of the Project as provided by Developer and approved by District.

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