Allocation of Merger Consideration. The parties agree that they will not take a position on any income tax return, before any governmental agency charged with the collection of any income tax, or in any judicial proceeding that is in any way inconsistent with the allocation (if any) of the Merger Consideration to the Company made by UniCapital following the Closing.
Allocation of Merger Consideration. The Exchange Agent shall effect the allocation among holders of PVFC Shares in accordance with the Election Forms as follows:
(a) If the number of Cash Election Shares is less than one-half of the number of PVFC Shares outstanding at the Effective Time (the “Outstanding PVFC Shares”), then:
(i) each of the Cash Election Shares (other than PVFC Dissenting Shares) shall be converted into the right to receive the Per Share Cash Consideration,
(ii) the Exchange Agent will allocate first among the No-Election Shares (by the method of allocation described in Section 2.03(d)(i) below) and then, if necessary, will allocate among the Stock Election Shares (by the method of allocation described in Section 2.03(d)(ii) below), a sufficient number of non-Cash Election Shares (“Reallocated Cash Shares”) such that the sum of the number of Cash Election Shares plus the number of Reallocated Cash Shares equals one-half of the Outstanding PVFC Shares, and each of the Reallocated Cash Shares shall be converted into the right to receive the Per Share Cash Consideration, and
(iii) each of the No-Election Shares (if any) and Stock Election Shares which are not Reallocated Cash Shares shall be converted into the right to receive the Per Share Stock Consideration.
(b) If the number of Cash Election Shares is greater than one-half of the Outstanding PVFC Shares, then:
(i) each of the Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration,
(ii) the Exchange Agent will allocate first among the No-Election Shares (other than the PVFC Dissenting Shares) (by the method of allocation described in Section 2.03(d)(iii) below) and then, if necessary, will allocate among the Cash Election Shares (by the method of allocation described in Section 2.03(d)(iv) below), a sufficient number of Cash Election Shares (“Reallocated Stock Shares”) such that the number of remaining Cash Election Shares equals one-half of the Outstanding PVFC Shares, and each of the Reallocated Stock Shares shall be converted into the right to receive the Per Share Stock Consideration, and
(iii) each of the No-Election Shares (if any) and Cash Election Shares (other than PVFC Dissenting Shares) which are not Reallocated Stock Shares shall be converted into the right to receive the Per Share Cash Consideration.
(c) If the number of Cash Election Shares is equal to one-half of the Outstanding PVFC Shares, then subparagraphs (a) and (b) above shall not apply and all No-Election ...
Allocation of Merger Consideration. Each Party will allocate the Merger Consideration in accordance with Schedule 2.4(i) and Applicable Law (including that Buyer will cause each Acquired Company to do so). As soon as reasonably practicable after the Final Net Working Capital and Cash becomes final and binding, but in any event within 20 days thereafter, Buyer will deliver to Sellers’ Representative a draft allocation of the Merger Consideration in accordance with Schedule 2.4(i) (the “Allocation”). Sellers’ Representative will have the right to review the Allocation and will notify Buyer in writing of any objections within 20 days after receipt of the Allocation. Buyer and Sellers’ Representative will cooperate in good faith to reach agreement on the disputed items or amounts, if any. If Buyer and Sellers’ Representative are unable to reach an agreement regarding the Allocation, then within 30 days following receipt by Buyer of Sellers’ Representative’s written objections, any disagreement will be resolved by the Arbitrator (to be selected as provided in Section 2.4(c) in the event not theretofore selected) whose involvement will be limited solely to disputed items. Any Allocation determined pursuant to the decision of the Arbitrator will incorporate, reflect and be consistent with Schedule 2.4(i). The Allocation, as prepared by Buyer if no timely written objection by Sellers’ Representative has been given, as adjusted pursuant to any agreement between Buyer and Sellers’ Representative or as determined by the Arbitrator (the “Final Allocation”), will be final and binding on the Parties. Any fees and expenses of the Arbitrator will be borne by Buyer and Sellers using the same method of allocation described in Section 2.4(d). After Closing, the Parties will, and will cause their respective Affiliates to, make consistent use of the Final Allocation, as adjusted to reflect any, if any, adjustments to the Merger Consideration, for all Tax purposes. With respect to such Final Allocation, as so adjusted, each Party will (1) be bound by such allocation, (2) act in accordance with such allocation in the preparation of all financial statements and the filing of all Tax Returns and in the course of any Tax audit, Tax review or other Tax Proceeding relating thereto, and (3) take no position and cause its Affiliates to take no position inconsistent with such allocation for Tax purposes (including in connection with any Proceeding), unless in each case otherwise required pursuant to a “determination” with...
Allocation of Merger Consideration. Parent and the Shareholders agree that the Merger Consideration and the liabilities of the Company (plus other relevant items) will be allocated to the assets of the Company for all purposes (including tax and financial accounting) in a manner consistent with the fair market values set forth on Schedule 2.8 hereto. Parent, the Company and the Shareholders shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such values).
Allocation of Merger Consideration. DPII shall provide to Axys on or before the date that is 150 days after the Closing Date, a proposed allocation of the Merger Consideration for the deemed sale of assets resulting from the making of the Section 338(h)
Allocation of Merger Consideration. The allocation of the Merger Consideration by Securityholders, if desired, is set forth in Exhibit 2.3.
Allocation of Merger Consideration. At the Closing, the Company shall deliver to Parent a spreadsheet setting forth the final calculation of the portions of the Merger Consideration that are payable to the Company Securityholders upon the consummation of the Merger pursuant to Section 2.1 (the “Consideration Spreadsheet”).
Allocation of Merger Consideration. Within 90 days following execution of this Agreement, but in no event later than the Closing, the parties hereto, acting reasonably, shall agree upon the allocation of the Merger Consideration (including, for the avoidance of doubt, any amount payable pursuant to Section 2.9(d) and any Series A Escrow Shares released from escrow in respect of a Capex Shortfall Amount pursuant to Section 2.10, as applicable) between Westway Terminal and Westway Feed for all purposes. To the extent that interest accrues or a price adjustment occurs following the final determination of the Final Merger Adjustment Amount, the parties hereto shall promptly make appropriate adjustments to such allocations, and such changed allocations shall then be the allocation that each party uses for all purposes, including the filing of any Tax Returns. No party to this Agreement may take any action that would call into question the bona fides of such final allocation.
Allocation of Merger Consideration. This Section shall govern the allocation of the Cash Consideration and Stock Consideration among the holders of East Penn Financial Shares.
(a) Initial Elections by Holders of East Penn Financial Shares. Each holder of one or more East Penn Financial Shares on the Record Date shall be entitled to preliminarily elect (i) to receive only shares of HNC Common Stock (a “Stock Election”), or (ii) to receive only cash (a “Cash Election”), or (iii) to received a mixture of Stock Consideration and Cash Consideration (a “Mixed Election”), but these elections shall nevertheless be subject to the allocation provisions of this Section 2.4, which shall in all events be controlling.
Allocation of Merger Consideration. No later than three (3) Business Days prior to Closing, Parent and Company shall mutually agree upon the allocation of the Merger Consideration among each Merger and Asset Transfer.
