Allocations of Consideration Sample Clauses

Allocations of Consideration. The Parties will use their respective commercially reasonable efforts to agree upon an allocation of the Purchase Price to the Offered Interests and further among the JV Assets for U.S. federal income Tax purposes in compliance with the principles of Section 1060 of the Code, and the Treasury Regulations thereunder, and Treasury Regulation Section 1.755-1, as applicable.
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Allocations of Consideration. The parties shall have agreed to allocations of the Total Consideration, subject to adjustment upon any adjustments described in Article I hereof, in accordance with Section 4.9(c) of this Agreement and shall have delivered to each other Schedule 4.9(c).
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Allocations of Consideration. The consideration furnished by Purchaser for the Sale Assets will be allocated among the components of the Sale Assets in accordance with the Allocation of Consideration Schedule (IRS Form 8594) attached hereto as Exhibit "G". The allocated consideration may be adjusted at the Closing Date to reflect any adjustments made pursuant to paragraph 9. Each party to this Agreement accepts and shall abide by the foregoing allocation of the consideration for the Sale Assets and shall not include in any tax return filed by it an item of gain, income, or deduction that reflects a different allocation of any portion of the Purchase Price for the Sale Assets.
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Allocations of Consideration. (a) If a Charter Common Stock Offering occurs prior to the Closing under one or both Reorganization Agreements and cash in lieu of Charter Common Stock is delivered to Seller pursuant to Section 2 above, and if the purchase, sale and reorganization transaction contemplated by either or both Reorganization Agreements fail to qualify as a reorganization under the provisions of Section 368(a) of the Code and the rules and regulations promulgated thereunder, then (i) the Share Consideration, if any, the Cash and the Assumed Obligations and Liabilities, each in the amount as determined under the Nevada Reorganization Agreement and Section 2 above (the "Nevada Purchase Consideration") and/or (ii) the Share Consideration, if any, the Cash and the Assumed Obligations and Liabilities, each in the amount determined under the Alabama Reorganization Agreement and Section 2 above (the "Alabama Purchase Consideration") will be allocated by Buyer and Seller separately among the Assets acquired pursuant to the Nevada Reorganization Agreement and the Assets acquired pursuant to the Alabama Reorganization Agreement in each case as set forth in Section 3(b) below (with "Purchase Consideration" as used in the Section 3(b) below to refer to either the Nevada Purchase Consideration and/or the Alabama Purchase Consideration, as the case may be).
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Related to Allocations of Consideration

  • 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.

  • Payment of Consideration The Consideration shall be paid to the Contributor in the following manner:

  • Adjustment of Consideration Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Shares or similar event, then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share.

  • Allocations of Collections 35 SECTION 10. Payments..................................................................................................47 SECTION 11.

  • Determination of Consideration For purposes of this Subsection 4.4, the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Computation of Consideration To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefore shall be, deemed to be the fair value of such portion of the assets and business of the nonsurviving corporation as the Board may determine to be attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be. Such determination of the fair value of such consideration shall be made by an Independent Appraiser. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Board.

  • Allocations of Net Profits and Net Losses Except as otherwise set forth herein, Net Profits and Net Losses shall be allocated for each Fiscal Year to the Members in proportion to their respective Capital Accounts.

  • Allocations of Profits and Losses Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner after giving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. For purposes of this Article V, each Unvested Unit shall be treated as a Vested Unit. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

  • Aggregate Consideration 9 Agreement......................................................................7

  • Limitations on Forms of Consideration The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedure providing for payment of the Exercise Price through any of the means described below, including with respect to the Participant notwithstanding that such program or procedures may be available to others.

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