Preliminary Allocation Schedule definition

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 338(h)(10) of the Code and the Treasury Regulations thereunder.

  • The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder.

  • Once resolved, the Preliminary Allocation Schedule (as revised, if applicable) shall be final and binding.

  • 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.

  • 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.


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 5.10(h)(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 has the meaning set forth in Section 1.3(a).
Preliminary Allocation Schedule has the meaning set forth in Section 1.17(a) above.
Preliminary Allocation Schedule means the schedule set forth in Exhibit “A” listing, for each Seller or Specified Optionholder,
Preliminary Allocation Schedule shall have the meaning set forth in Section 2.6(b)(i). “Preliminary Asset Allocation Schedule” shall have the meaning set forth in Section 2.6(b)(i). “Preliminary Cash Determination” shall have the meaning set forth in Section 2.3(a). “Preliminary Closing Date Balance Sheet” shall have the meaning set forth in Section 2.3(a).