Consideration Allocation Certificate means a spreadsheet delivered by the Company to the Purchaser at or any time prior to the Closing Date, setting forth, as of the Closing Date, the following factual information: (A) with respect to each holder of Company Securities: (i) the name of such holder of Company Securities, his/her/its addresses, and e-mail address, telephone number, and Israeli / foreign identification numbers, plus filled out “accredited investors” questionnaire in a form provided by Purchaser, to the extent applicable; (ii) the number (and class) of Company Shares held by such holder of Company Securities (including any Company Shares issued pursuant to the exercise of Company Warrants or Vested Company Options held by each such holder of Company Securities(; (iii) the portion of the Total Consideration payable to each holder of Company Securities, based on the terms herein; (iv) the portion contributed by such holder of Company Securities to the Escrow Fund (based on the applicable Indemnity Escrow Pro Rata Share); and (v) the portion contributed by such holder of Company Securities to the Rep Expense Amount; and (B) with respect to each holder of Unvested Company Options: (i) the name of such holder of Unvested Company Options, his/her addresses, and e-mail address, and telephone number; and (ii) the number of Unvested Company Options held by such holder of Unvested Company Options.
Consideration Allocation Certificate has the meaning given in Section 2.1.2.
Consideration Allocation Certificate has the meaning set forth in Section 1.5(a)(iii).
Examples of Consideration Allocation Certificate in a sentence
Other than the Transaction Expenses that will be due to the entities or individuals as set forth in the Consideration Allocation Certificate, there are no other Transaction Expenses.
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.
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.
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.
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More Definitions of Consideration Allocation Certificate
Consideration Allocation Certificate means a spreadsheet that shall be delivered to the Purchaser three (3) Business Days prior to the Closing Date and shall set forth, as of the Closing Date, the following factual information relating to each Selling Shareholder: (i) the names of all Selling Shareholders, their addresses, e-mail address, telephone number, and Israeli/foreign identification numbers of such Selling Shareholder, plus filled out “accredited investors’” questionnaire as provided by Purchaser; (ii) the number (and class) of Company Shares held by each holder of Company Shares including any Company Shares issued pursuant to the exercise of Company Warrants and Selling Shareholders by virtue of conversion of Vested Options), and, (iii) portion of the Aggregate Consideration payable to each Selling Shareholder, based on the terms herein; and (iv) the calculation of the Indemnity Pro Rata Share out of the total Escrow Fund with respect to the relevant Indemnifying Person, and the applicable Escrow Fund into which such amount will be deposited. In addition, while excluded from the scope of the Aggregate Consideration scope, the foregoing shall also include the number of Unvested Company Options held by each Company Optionholder and indicating the number of Unvested Company Options held by Company Employee.
Consideration Allocation Certificate means a certificate delivered by the Company as of the Closing setting forth, among other things, the final allocations of the Preclosing Dividend, the Stock Consideration and the Escrow Cash among the respective shares of Company Preferred Stock and Company Common Stock.
Consideration Allocation Certificate means a certificate, delivered by the Shareholders’ Representative to Parent, that sets forth the amount of any Consideration to be paid to each Shareholder on the date on which any Consideration is to be paid to the Shareholders and the information for each account to which such Consideration is to be paid.
Consideration Allocation Certificate. Is defined in Section 4.23.
Consideration Allocation Certificate means the consideration allocation certificate to be attached hereto as Annex I five (5) Business Days prior to the Closing Date, setting forth: (i) the estimated aggregate amount of the Closing Payment Amount; (ii) the allocation of the Closing Payment Amount among each of the Sellers, the Company Vested Optionholders, the Company Warrantholder and each Banking Institution; (iii) payment instructions (including wire instruction details) to each of the Sellers and the 102 Trustee; (iv) payment instructions (including wire instruction details) to the Company Warrantholder; (v) payment instructions (including wire instruction details) to each Banking Institution; and (vi) the Relevant Portion and Relevant Purchased Shares for each of the Sellers, and the Company Vested Optionholders and the Company Warrantholder.
Consideration Allocation Certificate means a spreadsheet that shall be delivered to the Purchaser 3 days prior to the Closing Date and shall set forth, as of the Closing Date and immediately prior to the Closing, the following factual information relating to each Equityholder: (i) the names of all of the holders of Company Shares and holders of Vested Company Options, their street addresses, e-mail address, telephone number, Israeli identification numbers (if available), bank information (the respective bank name and number, the branch name, number and address, swift number and account number); (ii) the number (and class) of Company Shares held by each holder of Company Shares; (iii) the number of Vested Company Options and Unvested Company Options held by each Company Optionholder and the number of underlying Company Shares into which the Vested Company Options are exercisable assuming a cashless exercise of such Vested Company Options; (iv) a calculation of the Closing Cash Consideration and the portion payable to each Selling Shareholder and each holder of Vested Company Options; (v) a calculation of the number of Closing Consideration Shares, Phantom Shares and Purchaser's Equity Awards each Equityholder is entitled to receive pursuant to the terms of this Agreement; (vi) the Cash Component of the Escrow Fund and the Share Component of the Escrow Fund to be delivered to the Escrow Agent and a calculation of each Participating Rights Holder’s Interest; and (vii) the Rep Reimbursement Amount, and (viii) the calculation of each Participating Rights Holder’s Interest in the Rep Reimbursement Amount and in the Escrow Fund.
Consideration Allocation Certificate means a spreadsheet that shall be delivered to the Purchaser three (3) Business Days prior to the Closing Date and shall set forth, as of the Closing Date, the following factual information relating to each Equityholder: (i) the names of all Selling Shareholders, their addresses, e-mail address, telephone number, and Israeli identification numbers (if available) of such Selling Shareholder (to the extent the Company has such information); (ii) the number (and class) of Company Shares held by each holder of Company Shares (including any Company Shares issued pursuant to the exercise of Company Warrants); (iii) the number of Vested Company Options held by each Company Optionholder; (iv) the number of Unvested Company Options held by each Company Optionholder and indicating the number of Unvested Company Options held by Company Employee; (v) the number of Promised Options held by each Company Employee and Contractors; (v) the portion of the Aggregate Consideration payable to each Selling Shareholder; (vi) the calculation of the Indemnity Pro Rata Share in the Escrow Fund with respect to each Indemnifying Person; and (vii) solely with respect to the Key Executive, the Key Executive Share Consideration in accordance with the terms of the Holdback Agreement.