Payment Allocation Schedule. At least two Business Days prior to the scheduled Closing Date, and prior to the implementation of the Company U.S. Merger, Unit Exchange, Qualified Holdco Exchange and Qualified Pipeline Exchange, the Company and Harvest shall jointly prepare an allocation statement (the “Payment Allocation Schedule”) (and not containing any fractional ParentCo Shares), setting forth:
(a) the aggregate number of Unit Exchange Shares to be issued by ParentCo pursuant to the Unit Exchange, along with the allocation of such Unit Exchange Shares among each Person entitled to receive such Unit Exchange Shares;
(b) the aggregate number of Qualified Holdco Exchange Shares to be issued by ParentCo pursuant to the Qualified Holdco Exchange, along with the allocation of such Qualified Holdco Exchange Shares among each Person entitled to receive such Qualified Holdco Exchange Shares;
(c) the aggregate number of Qualified Pipeline Exchange Shares to be issued by ParentCo pursuant to the Qualified Pipeline Exchange, along with the allocation of such Qualified Pipeline Exchange Shares among each Person entitled to receive such Qualified Pipeline Exchange Shares;
(d) the aggregate number of Arrangement Consideration Shares to be issued by the Resulting Issuer pursuant to the Arrangement;
(e) the allocation of the Arrangement Consideration Shares among each Person receiving such Arrangement Consideration Shares (other than Arrangement Consideration Shares issued in exchange for Harvest Subordinate Voting Shares); and
(f) the aggregate number of Escrow Shares to be delivered by the Resulting Issuer to the Escrow Agent in accordance with the Plan of Arrangement, which Escrow Shares shall be held by the Escrow Agent on behalf of the former Company Unit Holders or former Qualified Holdco Shareholders, as applicable, in accordance with the Escrow Agreement, along with the allocation of such Escrow Shares among each of the former Company Unit Holders or former Qualified Holdco Shareholders. The Company and Harvest agree that in preparing the Payment Allocation Schedule, the allocation of Unit Exchange Shares and Pipeline Exchange Shares shall be governed by the following general principles: (i) the aggregate number of ParentCo Subordinate Voting Shares or ParentCo Multiple Voting Shares issued to any Person shall, in each case, be a whole number of such ParentCo Shares; (ii) any ParentCo Subordinate Voting Shares shall be allocated, first, to Company Unit Holders and Qualified Pipeline Equity ...
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. 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. BUYER Xxxxxxxxxxx Limited Partnership Xxxxxxxxxxx Corporation Filter International Xxx Xxxxxxx
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. The Payment Allocation Schedule duly executed by the Chief Executive Officer of the Company.
Payment Allocation Schedule. All payments to Owner shall be made based on the following allocation: 100% to The City of Laramie
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. Exhibit F to the Agreement, as initially referenced in Section 1(a), is hereby deleted in its entirety and replaced with the new Exhibit F attached to this Fourth Amendment.
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.
