Consideration Allocation Certificate Sample Clauses

Consideration Allocation Certificate. The Company shall have delivered to Buyer and Merger Sub the Consideration Allocation Certificate.
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Consideration Allocation Certificate. Company shall deliver the Consideration Allocation Certificate which spreadsheet shall be certified as complete and correct by the President or Chief Financial Officer of the Company as of the Closing and which shall separately list, as of the Closing, all Company Shareholders and holders of Company Options and their respective addresses, the number of shares of Company Stock and/or Company Options held by such persons and the respective certificate numbers (or, if applicable, that such shares are Uncertificated Shares), the Cash Consideration to be paid to each Company Shareholder and the amount of cash to be deposited into the Escrow Fund on behalf of each Company Shareholder. The Consideration Allocation Certificate shall also include the information called for in Schedule 2.2.2 as of the Closing Date for Company Options.
Sample 1
Consideration Allocation Certificate. At least three (3) Business Days prior to the Closing and in connection with the Company’s delivery of the Estimated Closing Net Working Capital Certificate, the Company shall deliver to Purchaser an update to each item included in the Estimated Consideration Allocation Chart (the “Consideration Allocation Certificate”). Likewise, at least three (3) Business Days prior to any Earn-Out Payment, the Holder Representative shall deliver to Purchaser an update to each item included in the Consideration Allocation Certificate. The Consideration Allocation Certificate shall be executed by the Company, and shall be deemed to be a Fundamental Representation of each of the Selling Shareholders with respect to his, her or its entitlement to distribution hereunder. In no event shall Purchaser be required to make any payments pursuant to this Agreement unless and until the Consideration Allocation Certificate has been delivered by the Company.
Sample 1
Consideration Allocation Certificate. 43 ARTICLE V - CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY.................................................. 44 5.1 Accuracy of Representations and Warranties......................................................... 44 5.2
Sample 1
Consideration Allocation Certificate. The Company shall deliver a "CONSIDERATION ALLOCATION CERTIFICATE," which spreadsheet shall be certified as complete and correct by the Chief Executive Officer of the Company as of the Closing and which shall separately list, as of the Closing: (a) all Company stockholders and their respective addresses as reflected in the Company's stock records, (b) the number of shares of Company Common Stock and Company Series A Stock held by such persons and the respective certificate numbers, (b) the Merger Consideration to be paid to each stockholder of the Company, (c) a description and the amount of the Transaction Expenses, and (d) each such stockholder's portion of the Escrow Amount.
Sample 1
Consideration Allocation Certificate. Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Purchaser the Consideration Allocation Certificate, executed by either the Chief Financial Officer or the Chief Executive Officer of the Company. In no event shall Purchaser or Parent be required to make any payments pursuant to this Agreement unless and until the Consideration Allocation Certificate has been duly executed and delivered by the Company. Parent and/or Purchaser shall be entitled to rely entirely upon the Consideration Allocation Certificate in connection with making the payments pursuant to this Agreement and neither the Holder Representative nor any Equityholder shall be entitled to make any claim in respect of the allocation of the payments made by Parent and/or Purchaser to or for the benefit of any Equityholders to the extent that the payments are made in a manner consistent with the Consideration Allocation Certificate.
Sample 1
Consideration Allocation Certificate. Not later than three (3) Business Days before the Closing, the Company shall deliver to Purchaser and the Holder Representatives a certificate of the Company (the “Estimated Company Pre-Closing Certificate”) executed on its behalf by the Chief Financial Officer of the Company that sets forth in reasonable detail the Company’s estimate of the Closing Cash, together with copies of the Company bank statements supporting such estimation (“Estimated Closing Cash”). The Estimated Company Pre-Closing Certificate will be amended and delivered to Purchaser one (1) Business Day before the Closing, to reflect any changes in the Closing Cash. The adjusted certificate will be referred to herein as the “Closing Cash Certificate”. The amounts set forth in the Closing Cash Certificate shall be incorporated in the Consideration Allocation Certificate. The Closing Cash Certificate shall be executed by the Chief Executive Officer and Chief Financial Officer of the Company and shall be deemed to be a representation and warranty of the Company with respect to the amount of Cash held by the Company at Closing. The Consideration Allocation Certificate, as adjusted to reflect the Closing Cash Certificate (the “Consideration Allocation Certificate”) shall be delivered together with the Closing Cash Certificate and shall be executed by the Chief Executive Officer and Chief Financial Officer of the Company, and by the Holder Representatives, and shall be deemed to be a representation and warranty of the Company and each of the Selling Shareholders with respect to his, her or its entitlement to distribution hereunder. In no event shall Purchaser be required to make any payments pursuant to this Agreement unless and until the Consideration Allocation Certificate has been duly executed and delivered by the Company and the Holder Representatives. Purchaser shall be entitled to rely entirely upon the Consideration Allocation Certificate in connection with making the payments pursuant to this Agreement and neither the Holder Representatives nor any Equityholder shall be entitled to make any claim in respect of the allocation of the payments made by Purchaser to or for the benefit of any Equityholders to the extent that the payments are made in a manner consistent with the Consideration Allocation Certificate.
Sample 1
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Consideration Allocation Certificate. Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Purchaser the Consideration Allocation Certificate, executed by the Chief Financial Officer of the Company. In no event shall Purchaser be required to make any payments pursuant to this Agreement unless and until the Consideration Allocation Certificate has been duly executed and delivered by the Company. Purchaser shall be entitled to rely entirely upon the Consideration Allocation Certificate in connection with making the payments pursuant to this Agreement.
Sample 1
Consideration Allocation Certificate. At or prior to the Closing Date, the Company shall deliver to Purchaser the Consideration Allocation Certificate, executed by the Chief Financial Officer of the Company. In no event shall Purchaser be required to make any payments pursuant to this Agreement unless and until the Consideration Allocation Certificate has been duly executed and delivered by the Company. Purchaser shall be entitled to rely entirely upon the Consideration Allocation Certificate in connection with making the payments pursuant to this Agreement and neither the Holder Representative nor any Equityholder shall be entitled to make any claim in respect of the allocation of the payments made by Purchaser to or for the benefit of any Equityholders to the extent that the payments are made in a manner consistent with the Consideration Allocation Certificate.
Sample 1

Related to Consideration Allocation Certificate

  • Termination Certificate Upon termination of this Agreement, the Parties hereto shall execute an appropriate certificate of termination in recordable form (a “Termination Certificate”), which shall be recorded in the official records of Los Angeles County.

  • Business Tax Certificate Unless the City Treasurer determines in writing that a contractor is exempt from the payment of business tax, any contractor doing business with the City of San Diego is required to obtain a Business Tax Certificate (BTC) and to provide a copy of its BTC to the City before a Contract is executed.

  • Tax Certificate (For Foreign Lenders That For U.S. Federal Tax Purposes Are Not (i) Partnerships or (ii) Disregarded Entities Whose Tax Owner is a Partnership)

  • Completion Certificate (i) Upon completion of all Works forming part of the Project Highway, and the Authority’s Engineer determining the Tests to be successful and after the receipt of notarized true copies of the certificate(s) of insurance, copies of insurance policies and premium payment receipts in respect of the insurance defined in Article 20 and Schedule P of this Agreement, it shall, at the request of the Contractor forthwith issue to the Contractor and the Authority a certificate substantially in the form set forth in Schedule-L (the “Completion Certificate”). (ii) Upon receiving the Completion Certificate, the Contractor shall remove its equipment, materials, debris and temporary works from the Site within a period of 30 (thirty) days thereof, failing which the Authority may remove or cause to be removed, such equipment, materials, debris and temporary works and recover from the Contractor an amount equal to 120% (one hundred and twenty per cent) of the actual cost of removal incurred by the Authority. (iii) Without prejudice to the obligations of the Contractor specified in Articles 14 and 17, the property and ownership of all the completed Works forming part of the Project Highway shall vest in the Authority.

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

  • TERMINATION CERTIFICATION Upon separation from employment with the Company, I agree to immediately sign and deliver to the Company the “Termination Certification” attached hereto as Exhibit C. I also agree to keep the Company advised of my home and business address for a period of three (3) years after termination of my employment with the Company, so that the Company can contact me regarding my continuing obligations provided by this Agreement.

  • Representation Certificate The Agent shall have received the certificate required to be delivered pursuant to Section 7(l) on or before the date on which delivery of such certificate is required pursuant to Section 7(l).

  • Financial Condition Certificate The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Date, as to certain financial matters, substantially in the form of Exhibit P.

  • Tax Certificates Each Lender that is organized under the laws of any jurisdiction other than the United States shall deliver to the Administrative Agent for transmission to the Borrower, on or prior to the Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Lender (including Internal Revenue Service Form 1001, Form 4224, Form W-8 or Form W-9, or any successor form, or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Lender under Section 2.10(b)(iii) if such Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Lender shall have satisfied such requirements on the Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iii) in the event that, as a result of any change in applicable law, such Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described in the immediately preceding sentence.

  • Solvency Certificate The Administrative Agent shall have received a Solvency Certificate from the chief financial officer or treasurer of the Borrower.

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