Initial Allocation Schedule definition

Initial Allocation Schedule has the meaning set forth in Section 6.1(a).

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Initial Allocation Schedule means the preliminary allocation schedule attached hereto as Exhibit A.

Initial Allocation Schedule shall have the meaning assigned thereto in Section 1.11.

Examples of Initial Allocation Schedule in a sentence

• If ▇▇▇▇▇▇’s Representative and the Buyer are unable to resolve any dispute relating to the Initial Allocation Schedule within twenty (20) days of the Buyer’s receipt of the Seller’s Representative comments, then any dispute will be submitted for final resolution to the Independent Auditor in accordance with the procedures set forth in Section 2.7(c), mutatis mutandis.

• The Seller’s Representative and the Buyer shall attempt in good faith to resolve their dispute regarding the Initial Allocation Schedule.

• The Independent Auditor will be charged with determining whether the Initial Allocation Schedule (or the portion thereof that is in dispute) has been prepared in accordance with this Section 6.1; provided, that the Independent Auditor shall be instructed to use the methodologies set forth in Schedule 6.1(a).

• The Initial Allocation Schedule shall be prepared in accordance with the applicable provisions of the Code and the Treasury Regulations and consistent with the methodologies set forth in Schedule 6.1(a).

More Definitions of Initial Allocation Schedule

Initial Allocation Schedule means a schedule, prepared by the Company and dated as of the date hereof and attached hereto as Exhibit B, setting forth, for each Company Equityholder: (a) such Company Equityholder’s name; (b) the number of shares of each class of Company Stock held as of the date hereof by such Company Equityholder; (c) the number of shares of each class of Company Stock subject to Company Options held by such Company Equityholder as of the date hereof (and the exercise price thereof); (d) the estimated amount of Closing Stock Consideration and/or Closing Option Consideration to be paid to such Company Equityholder pursuant to Section 2.2 and/or Section 2.5, as applicable; and (e) each Company Equityholder’s Pro Rata Share of the Total Consideration.

Initial Allocation Schedule means a schedule, to be prepared by the Company and delivered to Parent no later than seven (7) days after the date of this Agreement, setting forth, for each Equityholder as of the date of this Agreement: (i) such Equityholder’s name and address; (ii) the number of shares of Company Common Stock held by such Equityholder; (iii) the number of shares of Company Common Stock subject to Company Options that are In the Money Options held by such Equityholder (and the exercise price thereof); (iv) the number of shares of Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock held by such Equityholder; (v) the estimated portion of the Purchase Price-To Owners at Closing to be paid to such Equityholder at the Closing pursuant to the terms and conditions of this Agreement; and (vi) such Equityholder’s pro rata share of the amounts to be held in the General Escrow Account and Certain Matters Escrow Account. Such schedule will also include for each TBP Participant and each SBP Participant: (i) such Person’s name and address; and (ii) such Person’s pro rata share of the amounts to be held in the General Escrow Account and Certain Matters Escrow Account.

Initial Allocation Schedule means a schedule, prepared by the Company and dated as of the date hereof and attached hereto as E xhibit B, setting forth, for each Company Equityholder: (a) such Company Equityholder’s name; (b) the number of shares of each class of Company Stock held as of the date hereof by such Company Equityholder; (c) the number of shares of each class of Company Stock subject to Company Options held by such Company Equityholder as of the date hereof (and the exercise price thereof); (d) the estimated amount of Closing Stock Consideration and/or Closing Option Consideration to be paid to such Company Equityholder pursuant to Section 2.2 and/or Section 2.5, as applicable; and (e) each Company Equityholder’s Pro Rata Share of the Total

Initial Allocation Schedule has the meaning set forth in Section 3.02(a).

Initial Allocation Schedule is defined in Section 2.4(b)(i)