Allocation of Cash Consideration Sample Clauses

Allocation of Cash Consideration. The Cash Consideration (as defined in Section 3.1.3 below) shall be allocated among the Sellers such that (a) each Seller holding Common Stock shall receive the Per Share Amount for each Share then held by such Seller (other than any Excluded Securities), (b) each holder of Options (other than any Excluded Securities) shall receive the Per Share Amount for each Option to acquire one share of Common Stock then held less the exercise price for such Option, (c) each holder of Warrants shall receive the Per Share Amount for each Warrant to acquire one share of Common Stock then held less the exercise price for such Warrant and (d) each holder of Rights (other than any Excluded Securities) shall receive the Per Share Amount for each Right to acquire one share of Common Stock then held less the exercise price for such Right.
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Allocation of Cash Consideration. (a) [***] after the full payment of the Initial Closing Consideration, Purchaser shall prepare and deliver to Seller a statement allocating the sum of each of the Initial Closing Consideration and Assumed Liabilities (to the extent properly taken into account as purchase price for U.S. federal income tax purposes) in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, and local law) among the Purchased Assets and the Contractual Rights (as finally determined pursuant to this Section 2.7, the "Allocation"). Seller [***] calendar days after Purchaser's delivery to Seller of the Allocation during which to notify Purchaser in writing of any proposed adjustments to the Allocation, which notice shall set forth in detail a description of the proposed adjustments to the Allocation that Seller believes should be made (the "Allocation Adjustment Notice"). In the event that Seller delivers the Allocation Adjustment Notice to Purchaser within such [***] day period, Seller and Purchaser shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any item, calculation or other matter specified in the Allocation Adjustment Notice shall be final and binding on the Parties hereto. If Seller and Purchaser are not able to resolve any such dispute(s) within [***] after delivery of the Allocation Adjustment Notice, such outstanding dispute(s) shall be submitted in writing to an Independent Accounting Firm their briefs detailing their views as to the correct Allocation (together with any necessary or appropriate supporting material and data), and the Independent Accounting Firm shall make a written determination as to each disputed item within the Allocation, which determination shall be final and binding on the parties hereto for all purposes hereunder. Seller and Purchaser shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within [***] following the submission thereof. The fees and expenses of the Independent Accounting Firm in connection with any such dispute(s) shall be shared equally by Purchaser and Seller. Purchaser and Seller shall make appropriate adjustments to the Allocation to reflect any adjustments to the purchase price (as determined for U.S. federal income tax purposes) hereunder, including the...
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Allocation of Cash Consideration. 4 1.7 Closing.........................................................................................4
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Allocation of Cash Consideration. The consideration Beacon is paying and the liabilities it is assuming under Sections 1.3 and 1.4 shall be allocated among the Assets as set forth on SCHEDULE 1.6. The Company and Beacon each agree that neither will take a position on any income tax return, before any governmental agency, or in any judicial proceeding that is in any way inconsistent with the allocation set forth on SCHEDULE 1.6. Each party shall timely file a Form 8594 with its appropriate tax returns.
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Allocation of Cash Consideration. DRII may prepare and deliver to the SJC Parties an allocation of all or any portion of the aggregate consideration paid, payable, given or to be given, including the Cash Consideration, with respect to the Transactions, including for purposes of preparing and filing of any income tax returns; and each Party shall file tax returns in a manner consistent with any such allocation.
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Allocation of Cash Consideration. Buyer will, not later than 180 days after the date hereof, prepare and deliver to Seller a schedule (the "ALLOCATION SCHEDULE") allocating the Cash Consideration among the Business Intellectual Property and the covenant not to compete contained in Article XIV in accordance with Treas. Reg. 1.1060-1T (or any comparable provisions of state or local tax law) or any successor provision. Seller will have the right to raise reasonable objections to the Allocation Schedule within 10 days after its receipt thereof, in which event Seller and Buyer will negotiate in good faith to resolve such objections. Except to the extent otherwise required by applicable Laws, Buyer and Seller will make all tax returns, reports, forms, declarations, claims and other statements in a manner consistent with the Allocation Schedule and will not make any inconsistent statement or adjustment on any returns or during the course of any IRS or other Tax audit.
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Allocation of Cash Consideration. The number of Scheme Shares in respect of which a Scheme Shareholder will be entitled, subject to clause 5.8, to receive Cash Consideration is (in each case rounded up or down to the nearest whole number of Scheme Shares):
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Allocation of Cash Consideration. (a) Buyer and Seller shall use commercially reasonable efforts to agree on an allocation of the Cash Consideration and Assumed Liabilities (the “Allocation”) as promptly as practicable after the date of this Agreement and prior to the Principal Closing Date. The Allocation shall allocate the Cash Consideration and Assumed Liabilities among the Transferred Assets of each Selling Affiliate in a manner consistent with Section 1060 of the Code and this Section 2.05.
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Related to Allocation of Cash Consideration

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Stock Consideration 3 subsidiary...................................................................53

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Public Cash Contribution The Parties acknowledge that, in connection with the Offering, public investors, through the Underwriters, shall make a capital contribution to the Partnership of $[ ] million in cash (the “IPO Proceeds”) in exchange for [ ] Common Units (the “Firm Units”) representing an aggregate [ ]% limited partner interest in the Partnership, and new limited partners are being admitted to the Partnership in connection therewith.

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

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