Payment Allocation Schedule Sample Clauses
Payment Allocation Schedule. No later than three (3) Business Days prior to the Closing (provided, that, the Company shall be permitted to provide updates to the relative allocations of the Net Closing Merger Consideration among the Securities Holders until the Closing), the Company will provide to Parent a correct and complete schedule prepared by the Company, in form and substance reasonably satisfactory to Parent (the “Payment Allocation Schedule”), that sets forth, as of the Closing, (a) a list of all Securities Holders, including addresses and, if available, e-mail addresses, (b)(i) with respect to each holder of Common Stock, the Certificate number(s) for such Common Stock and the number of shares of Common Stock held by each such Stockholder, (ii) with respect to each holder of Preferred Stock, the Certificate number(s) for such Preferred Stock and the number of shares of Preferred Stock of each respective series held by each such Stockholder, (iii) with respect to each Common Warrant Holder (other than Hercules) that holds In-the-Money Common Warrants, the Warrant number(s) for such In-the-Money Common Warrants, the exercise price(s), and the number of shares of Common Stock issuable upon exercise of, each such In-the-Money Common Warrant, (iv) with respect to Hercules, the exercise price and the number of shares of Common Stock issuable upon exercise of the Hercules Common Warrant, (v) with respect to the Series C Preferred Warrant Holder, the Warrant number for such Series C Preferred Warrant, the exercise price, and the number of shares of Series C Preferred Stock issuable upon exercise of such Series C Preferred Warrant, and (vi) with respect to the Carveout Plan Participants, the number of Participating Units (as defined in the Carveout Plan) held by each of them; (c) the calculation of Estimated Merger Consideration, including the components thereof; (d) the Common Consideration Per Share, the Aggregate Preference Amount and the aggregate Closing Carveout Plan Payment Amount; (e) the portion of the Estimated Merger Consideration payable to each Securities Holder at the Closing (before any income or employment Tax withholding); and (f) the Pro Rata Share of each Securities Holder.
Payment Allocation Schedule. The parties acknowledge and agree that the Payment Allocation Schedule and the allocations and calculations set forth therein have been prepared solely by the Sellers’ Representatives and that the Purchaser shall be entitled to rely on the Payment Allocation Schedule and to make any payments in accordance therewith without any obligation to investigate or verify the accuracy or correctness thereof. Neither the Purchaser nor any of its Affiliates shall have any liability to any Seller or any other Person with respect to any claim that the Payment Allocation Schedule was inaccurate or incomplete or that such Seller was entitled to receive payment of any other amount, or for any failure of the Sellers’ Representatives to cause any amount actually paid by the Purchaser or the Escrow Agent in accordance with Section 2.4 or Section 2.5.
Payment Allocation Schedule. Notwithstanding anything set forth herein to the contrary, subject to the actual payment by or on behalf of Buyer of the amounts required to be paid to the Sellers and the Company for the benefit of, and further payment to, the Optionholders, pursuant to this Article II, none of Buyer, the Company or any of their respective Affiliates shall have any Liability to any person for any payment made in accordance with the calculations set forth in the Payment Allocation Schedule or otherwise based on the written instructions of the Equityholder Representative (including with respect to any claim that the Payment Allocation Schedule or such other written instruction is incomplete or inaccurate).
Payment Allocation Schedule. The Payment Allocation Schedule duly executed by the Chief Executive Officer of the Company.
Payment Allocation Schedule. Prior to the date hereof, the Company has prepared and delivered to Buyer a payment allocation schedule, attached hereto as Exhibit C and prepared in accordance with the Company’s Organizational Documents and any other Contracts or instruments governing the economic rights of the Shares and Options, accurately setting forth all of the following information as of immediately prior to the Closing (such schedule, the “Payment Allocation Schedule”): (i) the name and address (as set forth in the Company’s records) of each Stockholder and Optionholder, (ii) the number of shares of Company Common Stock and Options held by each Stockholder and Optionholder, as applicable, (iii) for each Optionholder, the number of shares of Company Common Stock underlying the In-the-Money Options held by such Optionholder, and the exercise price and expiration date thereof, (iv) with respect to each share of Company Common Stock, the amount of the Per Common Stock Closing Consideration, (v) the Closing Stockholder Payment payable at the Closing to each Stockholder, (vi) with respect to each In-the-Money Option, the Per Option Closing Consideration, (vii) the Closing Optionholder Payment payable at the Closing to each Optionholder, and (viii) with respect to each Former Holder, such Former Holder’s Pro Rata Portion.
Payment Allocation Schedule. BUYER ▇▇▇▇▇▇▇▇▇▇▇ Limited Partnership ▇▇▇▇▇▇▇▇▇▇▇ Corporation Filter International ▇▇▇ ▇▇▇▇▇▇▇
Payment Allocation Schedule. Exhibit F to the Agreement is hereby deleted in its entirety and replaced with the new Exhibit F attached to this Third Amendment, which provides for differential treatment of Platform Services Fees as between IWS and NFS.
Payment Allocation Schedule. Shown below is the payment schedule (Table F-1) and payment allocation schedule (Table F-2) for the Platform Services Fees, by investment product type.
Payment Allocation Schedule. On or before the third (3rd) Business Day prior to the Closing Date, the Stockholders’ Representative shall provide to the Buyer an allocation schedule (the “Payment Allocation Schedule”), prepared in good faith, setting forth (i) the aggregate amount payable at Closing to each Stockholder in respect of each such Stockholder’s Company Shares pursuant to Section 2.2 and the Simplified Purchase Agreements and (ii) the other items described in this Section 7.12. The Payment Allocation Schedule shall be signed and certified, for and on behalf of the Company and the Stockholders, as true, complete and correct by the Chief Executive Officer of the Company as of Closing and shall separately list, as of immediately prior to Closing, (a) all the Stockholders (including any holders of options to purchase capital stock of the Company who exercise such options prior to Closing) and their respective addresses (as last known to the Company), the number of Company Shares and/or options held by such Stockholder (including the respective certificate numbers and whether such shares were issued under options following the date hereof), the aggregate amount of the Closing Date Purchase Price, if any, to be paid to each Stockholder at Closing, the portion of any amounts in the Escrow Accounts to be paid to each Stockholder, the Per Share Amount, the cost basis of such Company Shares, the Percentage Share for each Stockholder, and the Rollover Amount for each Rollover Stockholder, and (b) such other information that the Buyer may reasonably request.
Payment Allocation Schedule. All payments to Owner shall be made based on the following allocation: 100% to The City of Laramie