Common use of Payment Allocation Schedule Clause in Contracts

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 Holders that are not residents of the United States, and thereafter to other Company Unit Holders and Qualified Pipeline Equity Holders; (iii) that any ParentCo Multiple Voting Shares shall be allocated only to Company Unit Holders and Qualified Pipeline Equity Holders that are residents of the United States, and only to the extent required so as to not (i) violate ParentCo’s (and, following the Arrangement, the Resulting Issuer’s) notice of articles, (ii) materially prejudice the ability of Harvest Shareholders who receive Resulting Issuer Multiple Voting Shares pursuant to the Arrangement to exercise the conversion rights attached to such Resulting Issuer Multiple Voting Shares, or (iii) result in a loss of ParentCo’s (and, following the Arrangement, the Resulting Issuer’s) status as a “foreign private issuer” under United States securities laws when such status is required under United States securities laws to be assessed.

Payment Allocation Schedule. At least two (a) On or prior to the date hereof, and for illustrative purposes to aid in the interpretation of this Agreement, the Company shall deliver to Parent a good faith estimate of the Payment Allocation Schedule (the “Allocation Schedule Trial Run”), setting forth good faith estimates of the items to be set forth on the Payment Allocation Schedule to be delivered pursuant to Section 2.08(b), in each case determined on a pro forma basis assuming that the Closing occurred on the Scheduled Closing Date. (b) No later than three (3) Business Days prior to the scheduled Closing Date(provided, and prior to the implementation of the Company U.S. Merger, Unit Exchange, Qualified Holdco Exchange and Qualified Pipeline Exchangethat, the Company will be permitted to provide updates to the relative allocations of the Net Closing Merger Consideration and Harvest shall jointly prepare an allocation statement the Estimated Closing Date Cash among the Interested Holders until the Closing, so long as such updates are consistent with the terms of this Agreement, the Company’s Charter Documents and all applicable Laws), the Company will provide to Parent a correct and complete schedule prepared by the Company, in form and substance consistent with the Allocation Schedule Trial Run and otherwise satisfactory to Parent (the “Payment Allocation Schedule”) (and not containing any fractional ParentCo Shares), setting that sets forth, as of the Closing, the following: (ai) the aggregate number a list of Unit Exchange Shares to be issued by ParentCo pursuant to the Unit Exchangeall Interested Holders, along including addresses and, if available, e-mail addresses, together with the allocation of payment instructions for each such Unit Exchange Shares among each Person entitled to receive such Unit Exchange SharesInterested Holder; (bii) with respect to each holder of Common Stock, the aggregate Certificate number(s) for such Common Stock and the number shares of Qualified Holdco Exchange Shares to be issued Common Stock held by ParentCo pursuant to the Qualified Holdco Exchange, along with the allocation of each such Qualified Holdco Exchange Shares among each Person entitled to receive such Qualified Holdco Exchange SharesStockholder; (ciii) the aggregate number calculation of Qualified Pipeline Exchange Shares to be issued by ParentCo pursuant to Estimated Merger Consideration, including the Qualified Pipeline Exchange, along with the allocation of such Qualified Pipeline Exchange Shares among each Person entitled to receive such Qualified Pipeline Exchange Sharescomponents thereof; (div) the aggregate number of Arrangement Common Consideration Shares to be issued by the Resulting Issuer pursuant to the ArrangementPer Share; (ev) the allocation portion of the Arrangement Estimated Merger Consideration Shares among payable to each Person receiving such Arrangement Consideration Shares Interested Holder at the Closing (other than Arrangement Consideration Shares issued in exchange for Harvest Subordinate Voting Sharesbefore any income or employment Tax withholding); (vi) the Pro Rata Share of each Interested Holder; (vii) the portion of the Estimated Closing Date Cash (if any) payable to each Stockholder at the Closing (before any income or employment Tax withholding); and (fviii) the aggregate number Adjusted Pro Rata Share 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 Holders that are not residents of the United States, and thereafter to other Company Unit Holders and Qualified Pipeline Equity Holders; (iii) that any ParentCo Multiple Voting Shares shall be allocated only to Company Unit Holders and Qualified Pipeline Equity Holders that are residents of the United States, and only to the extent required so as to not (i) violate ParentCo’s (and, following the Arrangement, the Resulting Issuer’s) notice of articles, (ii) materially prejudice the ability of Harvest Shareholders who receive Resulting Issuer Multiple Voting Shares pursuant to the Arrangement to exercise the conversion rights attached to such Resulting Issuer Multiple Voting Shares, or (iii) result in a loss of ParentCo’s (and, following the Arrangement, the Resulting Issuer’s) status as a “foreign private issuer” under United States securities laws when such status is required under United States securities laws to be assessedStockholder.

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 Holders that are not residents of the United States, and thereafter to other Company Unit Holders and Qualified Pipeline Equity Holders; (iii) that any ParentCo Multiple Voting Shares shall be allocated only to Company Unit Holders and Qualified Pipeline Equity Holders that are residents of the United States, and only to the extent required so as to not (i) violate ParentCo’s 's (and, following the Arrangement, the Resulting Issuer’s's) notice of articles, (ii) materially prejudice the ability of Harvest Shareholders who receive Resulting Issuer Multiple Voting Shares pursuant to the Arrangement to exercise the conversion rights attached to such Resulting Issuer Multiple Voting Shares, or (iii) result in a loss of ParentCo’s 's (and, following the Arrangement, the Resulting Issuer’s's) status as a “"foreign private issuer” " under United States securities laws when such status is required under United States securities laws to be assessed.

Payment Allocation Schedule. At least two No later than three (3) Business Days prior to the scheduled Closing Date(provided, and prior to the implementation of the Company U.S. Merger, Unit Exchange, Qualified Holdco Exchange and Qualified Pipeline Exchangethat, 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 Harvest shall jointly prepare an allocation statement complete schedule prepared by the Company, in form and substance reasonably satisfactory to Parent (the “Payment Allocation Schedule”) (and not containing any fractional ParentCo Shares), setting 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 aggregate Certificate number(s) for such Common Stock and the number of Unit Exchange Shares shares of Common Stock held by each such Stockholder, (ii) with respect to be issued 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 ParentCo pursuant 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 Unit ExchangeSeries C Preferred Warrant Holder, along with the allocation 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 Unit Exchange Shares among each Person entitled Series C Preferred Warrant, and (vi) with respect to receive such Unit Exchange Shares; (b) the aggregate Carveout Plan Participants, the number of Qualified Holdco Exchange Shares to be issued Participating Units (as defined in the Carveout Plan) held by ParentCo pursuant to the Qualified Holdco Exchange, along with the allocation each of such Qualified Holdco Exchange Shares among each Person entitled to receive such Qualified Holdco Exchange Shares; them; (c) the aggregate number calculation of Qualified Pipeline Exchange Shares to be issued by ParentCo pursuant to Estimated Merger Consideration, including 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; components thereof; (d) the Common Consideration Per Share, the Aggregate Preference Amount and the aggregate number of Arrangement Consideration Shares to be issued by the Resulting Issuer pursuant to the Arrangement; Closing Carveout Plan Payment Amount; (e) the allocation portion of the Arrangement Estimated Merger Consideration Shares among payable to each Person receiving such Arrangement Consideration Shares Securities Holder at the Closing (other than Arrangement Consideration Shares issued in exchange for Harvest Subordinate Voting Sharesbefore any income or employment Tax withholding); and and (f) the aggregate number Pro Rata Share 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 Holders that are not residents of the United States, and thereafter to other Company Unit Holders and Qualified Pipeline Equity Holders; (iii) that any ParentCo Multiple Voting Shares shall be allocated only to Company Unit Holders and Qualified Pipeline Equity Holders that are residents of the United States, and only to the extent required so as to not (i) violate ParentCo’s (and, following the Arrangement, the Resulting Issuer’s) notice of articles, (ii) materially prejudice the ability of Harvest Shareholders who receive Resulting Issuer Multiple Voting Shares pursuant to the Arrangement to exercise the conversion rights attached to such Resulting Issuer Multiple Voting Shares, or (iii) result in a loss of ParentCo’s (and, following the Arrangement, the Resulting Issuer’s) status as a “foreign private issuer” under United States securities laws when such status is required under United States securities laws to be assessedSecurities Holder.