Preliminary Allocation Schedule has the meaning specified in Section 2.11(a).
Preliminary Allocation Schedule has the meaning set forth in Section 6.1(g).
Preliminary Allocation Schedule means the schedule attached hereto as Annex C and dated the date hereof, setting forth: (a) for each Pre-Reverse Split Company Stockholder who is a stockholder of record or a non-objecting beneficial owner of shares of Company Stock held in street name: (i) such Person’s name and address, or other identifying information reasonably requested by Buyer to the extent that the name and address are not available; (ii) the number of shares of Company Capital Stock held or beneficially owned, as applicable, as of the Measurement Date by such Person; (iii) the aggregate Pre-Reverse Split Pro Rata Share and Pro Rata Share attributable to such Person’s Company Capital Stock, assuming such Person will hold or beneficially own, as applicable, the number of shares of Company Capital Stock set forth in (a)(ii) above as of the Reverse Split and will hold or beneficially own, as applicable, all shares received by such Person in the Reverse Split as of the Closing; (iv) the amounts of Buyer Ordinary Shares, CVRs and cash payable to such Person pursuant to the Reverse Split, assuming such Person will hold or beneficially own, as applicable, the number of shares of Company Capital Stock set forth in clause (a)(ii) of this definition as of the Reverse Split; (v) the amounts of Buyer Ordinary Shares (rounded to the nearest whole share in accordance with Section 3.12) and CVRs payable to such Person at Closing pursuant to Section 3.1(a), assuming such Person will hold or beneficially own, as applicable, the number of shares of Company Capital Stock set forth in (a)(ii) above as of the Reverse Split and will hold or beneficially own, as applicable, all shares received by such Person in the Reverse Split as of the Closing; (vi) the number of Holdback Shares to be withheld from such Person’s portion of the Share Consideration at Closing (in accordance with their respective Pro Rata Shares) pursuant to Section 3.5(b), assuming such Person will hold or beneficially own, as applicable, the number of shares of Company Capital Stock set forth in (a)(ii) above as of the Reverse Split and will hold or beneficially own, as applicable, all shares received by such Person in the Reverse Split as of the Closing and (vii) whether such Person has provided a valid and signed Investor Questionnaire and, if so, whether such signed Investor Questionnaire indicates that such Person is an Accredited Investor and (b) the information described in clause (a) of this definition for each Pre-Reverse Split...
Examples of Preliminary Allocation Schedule in a sentence
The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder.
The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 338(h)(10) of the Code and the Treasury Regulations thereunder.
Within thirty (30) days after the final determination of the Final Closing Balance Sheet, Purchaser shall provide Seller a schedule allocating the Purchase Price (and all relevant Assumed Liabilities and other relevant items) among the Purchased Assets (the “Purchase Price Allocation Schedule”) in a manner consistent with the previously approved Preliminary Allocation Schedule.
The Preliminary Allocation Schedule shall be dated or updated, in either instance in a manner mutually acceptable to Seller and Purchaser, as of a date not more than five (5) Business Days prior to the Closing Date.
The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule.
More Definitions of Preliminary Allocation Schedule
Preliminary Allocation Schedule has the meaning set forth in Section 9(i)(ii).
Preliminary Allocation Schedule shall have the meaning set forth in Section 2.3(b)(i).
Preliminary Allocation Schedule. As defined in Section 1.7(a) and attached hereto as Exhibit A. “Prepaids” - As defined in clause (ii) of the definition of Purchased Assets.
Preliminary Allocation Schedule shall have the meaning set forth in Section 2.5(b)(i).
Preliminary Allocation Schedule means the schedule attached hereto as Annex C and dated the date hereof, setting forth:
Preliminary Allocation Schedule. As defined in Section 1.6(a) and attached hereto as Exhibit A. “Prepaids” - As defined in clause (ii) of the definition of Purchased Assets. “Principals” has the meaning set forth in the caption. “Purchase Price” - As defined in Section 1.2. “Purchase Price Allocation Schedule” - As defined in Section 1.6(a). “Purchased Assets” means the Business and all of Seller’s right, title and interest in all of the assets, rights and properties of Seller related to the Business, whether or not carried and reflected on the books of Seller, other than the Retained Assets, including the following: (i) all accounts, notes or other receivables arising from the Business (collectively, “Accounts Receivable”), including any Accounts Receivable of the Business which - x - are listed in Section 5.7(c) of the Disclosure Schedule that remain outstanding as of the Closing Date; (ii) all deposits and advances, prepaid expenses, rebates and refunds and other prepaid items arising from the Business to the extent the foregoing are transferable to Purchaser (collectively, “Prepaids”), including any Prepaids that are listed in Section 5.7(d) of the Disclosure Schedule; (iii) all of the Current Assets of the Business, other than cash and cash equivalents; (iv) the tangible assets, including motor vehicles, machinery, equipment, tools, spare parts, operating supplies, furniture and office equipment, fixtures, telephone systems, telecopiers, photocopiers and computer hardware related to the Business including the tangible assets that are listed in Section 5.7(e) of the Disclosure Schedule; (v) the Rental Fleet; (vi) except for any Contract set out in Section 5.7(e) of the Disclosure Schedule under the heading “Retained Assets,” all (A) Material Contracts described in Section 5.13(a) of the Disclosure Schedule; (B) Contracts which are not Material Contracts and which have been entered into by Seller prior to the date hereof in the Ordinary Course; and (C) Contracts entered into by Seller relating to the Business after the date hereof in compliance with the terms and provisions of this Agreement (collectively, the “Transferred Contracts”); (vii) all Inventory; (viii) Seller’s rights in and to the Leased Real Property other than the real property that is subject to the New Lease Agreements; (ix) the Purchased Intellectual Property; (x) all Permits, including the Permits that are listed in Section 5.17 of the Disclosure Schedule, to the extent such Permits are transferrable to Purchaser; (xi...
Preliminary Allocation Schedule. Section 1.8(a) “Purchase Price” Section 1.2 “Qualified Plan” Section 2.14(d) “Related Party Agreements” Section 4.6 “Representative” Section 4.14 “RESTAT” Recitals “RESTAT Plans” Section 2.14(a)