Preliminary Closing Date Allocation Schedule means the schedule attached hereto as Exhibit B and dated as of the date hereof, setting forth, for each Shareholder: (a) such Shareholder’s name and address; (b) the number of shares of each class of Otic Pharma Share Capital expected to be held as of the Closing Date by such Shareholder; (c) the portion of the Aggregate Closing Consideration payable to such Shareholder in accordance with the Otic Pharma Organizational Documents; (d) such information that is required under Treasury Regulation Section 1.6045-1 for any share of Otic Pharma Share Capital that is a covered security as defined in Treasury Regulation Section 1.6045-1(a)(15).

Preliminary Closing Date Allocation Schedule means the schedule attached hereto as Exhibit B and dated as of March 2, 2017, setting forth, for each Shareholder: (a) such Shareholder’s name and address; (b) the number of shares of each class of Otic Pharma Share Capital expected to be held as of the Closing Date by such Shareholder; (c) the portion of the Aggregate Closing Consideration payable to such Shareholder in accordance with the Otic Pharma Organizational Documents; (d) such information that is required under Treasury Regulation Section 1.6045-1 for any share of Otic Pharma Share Capital that is a covered security as defined in Treasury Regulation Section 1.6045-1(a)(15).

Preliminary Closing Date Allocation Schedule means the schedule attached hereto as Schedule 1 and dated as of the date hereof, setting forth, for each Stockholder: (A) such Stockholder’s name and address; (B) the number of shares of Private Company Common Stock expected to be held as of the Closing Date by such Stockholder; (C) the outstanding principal balance and accrued interest as of March 31, 2017 under each Private Company Convertible Note held by such Stockholder; (D) the number of shares of Private Company Common Stock into which each Private Company Convertible Note held by such Stockholder would convert if converted as of the date hereof; and (E) such information that is required under Treasury Regulation Section 1.6045-1 for any share of Private Company Common Stock that is a covered security as defined in Treasury Regulation Section 1.6045-1(a)(15).

Examples of Preliminary Closing Date Allocation Schedule in a sentence

The Preliminary Closing Date Allocation Schedule sets forth a true, correct and complete summary of the allocation (estimated as of the date hereof) of the amounts payable to the Seller and each holder of a SAR Award, Phantom Share Award or In- the-Money Company Option pursuant to this Agreement.
The percentage of the Final Closing Adjustment, if any, to be distributed to the Seller and each holder of a Phantom Share Award or In-the-Money Company Option is set forth opposite such Seller’s and Derivative Holder’s name on the Preliminary Closing Date Allocation Schedule.
The allocation of payments set forth on the Preliminary Closing Date Allocation Schedule complies (and the allocation of such payments set forth on the Closing Date Allocation Schedule will comply) with the terms of the Company’s Organizational Documents, the Company Stock, the Phantom Share Awards, the Company Options, the SAR Awards and the Company Stock Plans.
The allocation of payments set forth on the Preliminary Closing Date Allocation Schedule complies (and the allocation of such payments set forth on the Closing Date Allocation Schedule will comply) with the terms of the Company’s Organizational Documents, the Company Stock, the Company Warrants, the Company Equity Awards and the Company Stock Plans.
The Preliminary Closing Date Allocation Schedule sets forth a true, correct and complete summary of the allocation (estimated as of the date hereof) of the amounts payable to the Company Equityholders pursuant to this Agreement.
The Preliminary Closing Date Allocation Schedule sets forth a good faith estimate as of the date of this Agreement of the consideration deliverable to the Stockholders pursuant to this Agreement.
The Preliminary Closing Date Allocation Schedule sets forth a good faith estimate of the allocation of the amounts payable to the Company Equityholders pursuant to this Agreement.
The Preliminary Closing Date Allocation Schedule sets forth a good faith estimate as of the date of this Agreement of the amounts payable to the Shareholders pursuant to this Agreement.

More Definitions of Preliminary Closing Date Allocation Schedule

Preliminary Closing Date Allocation Schedule means the schedule attached hereto as Exhibit C and dated the date hereof, setting forth, for each Seller and holder of a SAR Award, Phantom Share Award or In-the-Money Company Option: (a) such Seller’s or holder’s name and address; (b) the number of shares of each class of Company Stock expected to be held as of the Closing Date by the Seller; (c) the number of shares of each class of Company Stock subject to In-the-Money Company Options expected to be outstanding immediately prior to the Closing (after giving effect to the full acceleration of vesting in connection with the transactions contemplated by this Agreement or otherwise) held by such holder (and, if applicable, the exercise price or measurement value thereof); (d) the portion of the Aggregate Closing Consideration attributable to such Seller’s or holder’s, In-the-Money Company Options, Phantom Share Awards and SAR Awards; and (f) the portion of any Future Payments attributable to such Seller’s or holder’s Company Stock, In-the-Money Company Options and Phantom Share Awards.

Preliminary Closing Date Allocation Schedule means the schedule attached hereto as Schedule AS and dated the date hereof, setting forth (i) the Company’s calculations of the Aggregate Closing Consideration, the Closing Cash Consideration, the Closing Stock Consideration and the Escrow Amount, and (ii) for each Company Equityholder: (a) the name and address for such Company Equityholder; (b) the number of shares of each class of Company Stock expected to be held as of the Closing Date by such Company Equityholder; (c) to the extent such Company Equityholder holds shares of Company Preferred Stock, the number of shares of Company Common Stock expected to be issuable upon conversion of the shares of each such series of Company Preferred Stock (assuming such conversion occurs as of immediately prior to the Effective Time) in accordance with the Company Certificate of Incorporation; (d) the number of shares of Company Common Stock subject to Company Equity Awards expected to be outstanding immediately prior to the Effective Time (after giving effect to the full acceleration of vesting in connection with the transactions contemplated by this Agreement or otherwise) held by such Company Equityholder (and, if applicable, the exercise price or measurement price thereof); (e) the amount estimated to be paid to such Company Equityholder pursuant to Section 2.1(c) and pursuant to Section 2.5(a); (f) the portion of the Aggregate Closing Consideration attributable to such Company Equityholder’s Company Stock, Company Warrants and Company Equity Awards; (g) whether the Company’s reasonably believes that such Company Equityholder is an “accredited investor” pursuant to Regulation D under the Securities Act; and (h) the portion of any Future Payments attributable to such Company Equityholder’s Company Stock, Company Equity Awards and Company Warrants; and (i) such Company Equityholder’s expected Pro Rata Share, expressed as a percentage.

Preliminary Closing Date Allocation Schedule means the schedule attached hereto as Exhibit I and dated the date hereof, setting forth, for each Company Equityholder, the Company’s good faith estimate of: (a) such Company Equityholder’s name; (b) the number of shares of each class of Company Stock expected to be held as of the Closing Date (in accordance with the assumptions set forth in the Preliminary Closing Date Allocation Schedule) by such Company Equityholder; (c) to the extent such Company Equityholder holds shares of Company Preferred Stock, the number of shares of Company Common Stock expected to be issuable upon conversion of the shares of each such series of Company Preferred Stock (assuming such conversion occurs as of immediately prior to the Effective Time) in accordance with the Company Certificate of Incorporation; (d) the number of shares of Company Common Stock subject to Company Equity Awards expected to be outstanding immediately prior to the Effective Time held by such Company Equityholder (in accordance with the assumptions set forth in the Preliminary Closing Date Allocation Schedule) (and, if applicable, the exercise price thereof); (e) the amount estimated to be paid to such Company Equityholder pursuant to Section 2.1(c) and pursuant to Section 2.5(a); (f) the portion of the Aggregate Closing Consideration attributable to such Company Equityholder’s Company Stock and Company Equity Awards; and (g) the portion -104- of any Future Payments attributable to such Company Equityholder’s Company Stock and Company Equity Awards.

Preliminary Closing Date Allocation Schedule means the schedule attached hereto as Exhibit F and dated the date hereof, setting forth, for each Company Equityholder: (a) such Company Equityholder’s name and address; (b) the number of shares of each class of Company Stock expected to be held as of the Closing Date by such Company Equityholder; (c) to the extent such Company Equityholder holds shares of Company Preferred Stock, the number of shares of Company Common Stock expected to be issuable upon conversion of the shares of each such series of Company Preferred Stock (assuming such conversion occurs as of immediately prior to the Effective Time) in accordance with the Company Certificate of Incorporation; (d) the number of shares of Company Common Stock subject to Company Equity Awards expected to be outstanding immediately prior to the Effective Time (after giving effect to the full acceleration of vesting in connection with the transactions contemplated by this Agreement or otherwise) held by such Company Equityholder (and, if applicable, the exercise price or measurement price thereof); (e) the amount estimated to be paid to such Company Equityholder pursuant to Section 2.1(c) and pursuant to Section 2.5(a); (f) the portion of the Aggregate Closing Consideration attributable to such Company Equityholder’s Company Stock and Company Options and (g) the portion of the Escrow Amount attributable to such Company Equityholder’s Company Stock and Company Options.

Preliminary Closing Date Allocation Schedule means the schedule attached hereto as Schedule AS and dated the date hereof, setting forth (i) the

Related to Preliminary Closing Date Allocation Schedule

Allocation Schedule has the meaning set forth in Section 2.07.
Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).
Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).
Closing Date Business Plan means the set of Projections of Borrower for the 1 year period following the Closing Date (on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.
Closing Date Statement has the meaning set forth in Section 2.06(b).
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).
Completion Schedule means the fulfilment of the Related Services by the Supplier in accordance with the terms and conditions set forth in the Contract;
Construction Schedule means a construction schedule indicating the planned start and completion dates of the major activities of the Work as set out in Appendix [ ], a future Appendix;
Closing Date Cash has the meaning specified in Section 3.4(a).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.
Final Closing Statement has the meaning set forth in Section 2.4(a).
Preliminary Settlement Statement shall have the meaning given such term in Section 3.2.
Project Completion Schedule means the progressive Project Milestones set forth in Schedule-J for completion of the Project Highway on or before the Scheduled Completion Date;
Post-Closing Statement has the meaning set forth in Section 3.3(c).
Expected Amortization Schedule means, with respect to any Tranche, the expected amortization schedule related thereto set forth in the Series Supplement.
Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).
Specification Schedule means the Schedule containing details of the Specification.
Implementation Schedule means the Implementation Schedule in Section VII of the tendering documents.
Closing Date Payment has the meaning set forth in Section 2.04(a)(i).
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit G-1.
Amortization Schedule means, with respect to each Equipment Note, the amortization schedule for such Equipment Note delivered pursuant to Section 2.02 of the Trust Indenture.
Closing Statement has the meaning set forth in Section 2.5(a).

Preliminary Closing Date Allocation Schedule definition

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