Allocation Schedule definition
Examples of Allocation Schedule in a sentence
The Company’s Equity Interests set forth on the Allocation Schedule will, as of immediately prior to the Closing, constitute all of the issued and outstanding Equity Interests of the Company, and the portion of the Merger Consideration allocated to each Shareholder set forth in the Allocation will be accurate and complete as of immediately prior to the Closing.
Parent and its counsel will be given an adequate opportunity to review and comment on the Allocation Schedule prior to Closing, and the Company will consider in good faith any comments reasonably requested by ▇▇▇▇▇▇ in writing.
The Allocation Schedule shall be prepared in accordance with the general principles of Section 1060 of the Code.
Each Company Class Seed Ordinary Share, Company Common Ordinary Share, Company Class A Ordinary Share, Company Class B Ordinary Share, and Company Class C Ordinary Share will be exchanged, based on the Exchange Ratio agreed upon in the Draft Merger Agreement, for Surviving Corporation Shares issued by the Surviving Corporation benefiting from the Universal Transfer, in each case, as set forth in the Allocation Schedule.
As from the Merger Effective Time, each outstanding Company BSPCEs will be assumed by the Surviving Corporation, and will grant the right to subscribe for Surviving Corporation Shares, with the number of shares adjusted, as applicable, to reflect the Exchange Ratio set forth in the Draft Merger Agreement (the “Rollover BSPCEs”) and as set forth in the Allocation Schedule.