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) 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. (b) Within 120 calendar days after the date of this Agreement, Seller shall deliver a draft of the Allocation (the “Proposed Allocation”) to Buyer. Except as provided in Sections 2.05(c) and (d), at the close of business on the 45th calendar day after delivery of the Proposed Allocation, the Proposed Allocation shall become binding upon Buyer and Seller, shall be set forth on Schedule 2.05(b) (the “Allocation Schedule”), and shall be the Allocation. (c) Buyer shall raise any objection (so long as such objection is reasonable) to the Proposed Allocation in writing within 45 calendar days of the delivery of the Proposed Allocation. Buyer and Seller shall negotiate in good faith to resolve any differences within 30 calendar days after delivery of Buyer’s objection. If Buyer and Seller reach written agreement amending the Proposed Allocation within 30 calendar days after delivery of Buyer’s objection, the Proposed Allocation, as so amended, shall become binding upon Buyer and Seller, shall be set forth in the Allocation Schedule, and shall be the Allocation. (d) Buyer and Seller acknowledge and agree that the dispute resolution provisions set forth in Section 11.13 of this Agreement shall not apply to any dispute described in this Section 2.05. If Buyer and Seller cannot agree on the Allocation within the time period set forth in Section 2.05(c), then all remaining disputed items shall be submitted for resolution by an independent appraisal firm mutually selected by Buyer and Seller as promptly as practicable. Buyer and Seller shall each request that the independent appraisal firm make a final determination as to the disputed items, including the valuation methodology (if at issue), within 30 calendar days after such submission. Any additional data requested by the independent appraisal firm at its sole discretion in order to make a final determination shall be delivered by the parties to the independent appraisal firm in a timely manner. The Proposed Allocation shall be amended in accordance with the ...
Sample 1
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): (a) in the case of a Scheme Shareholder who does not make an Election: (i) if the Tax Ruling Event occurs, 54.286% of their Scheme Shares; and (ii) if the Tax Ruling Event does not occur, 60% of their Scheme Shares; (b) in the case of a Scheme Shareholder who makes a Maximum Scrip Election, the number of their Scheme Shares other than their Scrip Consideration Shares; and Scheme of Arrangement (c) in the case of a Scheme Shareholder who makes an Election to receive Cash Consideration for the maximum possible number of their Scheme Shares (a MAXIMUM CASH ELECTION), the lesser of the number of their Scheme Shares and the number determined in accordance with the formula: ((C - N) / A) x E where: C is the amount of cash comprising the Cash Consideration Cap; N is the total amount of cash (which may not be a whole number) which Scheme Shareholders who have not made an Election are entitled to receive as Cash Consideration under the Ordinary Scheme; A is the amount of cash (which may not be a whole number) equal to the Cash Consideration amount multiplied by the total number of Scheme Shares held by Scheme Shareholders making Maximum Cash Elections; and E is the number of the Scheme Shareholder's Scheme Shares. The principle of this clause 5.3 is that, subject to the effects of rounding, TABCORP Acquirer will not be obliged under the Ordinary Scheme to pay an amount as Cash Consideration in total greater than the Cash Consideration Cap.
Sample 1
Allocation of Cash Consideration. 4 1.7 Closing.........................................................................................4
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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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. (ii) In the event that the Proposed Key Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Investors and the selling Key Holder in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate and, if applicable, the next sentence as if (A) such transfer were a Deemed Liquidation Event (as defined in the Restated Certificate), and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding. In the event that a portion of the aggregate consideration payable to the Participating Investor(s) and selling Key Holder is placed into escrow and/or is payable only upon satisfaction of contingencies, the Purchase and Sale Agreement shall provide that (x) the portion of such consideration that is not placed in escrow and is not subject to contingencies (the “Initial Consideration”) shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate as if the Initial Consideration were the only consideration payable in connection with such transfer, and (y) any additional consideration which becomes payable to the Participating Investor(s) and selling Key Holder upon release from escrow or satisfaction of such contingencies shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate after taking into account the previous payment of the Initial Consideration as part of the same transfer.

  • Merger Consideration Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

  • Closing Consideration (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of Xxxxx’s assessment of any credit-related impairments or credit-related losses as of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

  • 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.

  • 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 $9,580,000., 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).

  • Priority consideration If the Contract Amount is $200,000 or more, Contractor shall give priority consideration in filling vacancies in positions funded by this Agreement to qualified recipients of aid under Welfare and Institutions Code section 11200 in accordance with PCC 10353.

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