COMBINATION TRANSACTION CONSIDERATION Clause Samples

COMBINATION TRANSACTION CONSIDERATION. (a) The equity holders of each Constituent Restaurant Entity shall receive the number of shares of Class A Common Stock determined by the Company in accordance with the applicable provisions regarding such consideration that are set forth in such Constituent Restaurant Entity's limited partnership agreement, operating agreement or franchise agreement (which determination shall be binding on all parties hereto absent manifest error) with such shares to be distributed among each Constituent Restaurant Entity's equity owners as provided for in such Constituent Restaurant Entity's organizational documents. The number of shares of Class A Common Stock, as so determined shall be set forth on Schedule B hereto which shall be attached to this Agreement on or prior to the closing. The shares of Class A Common Stock to be issued to the equity owners (collectively, the "EQUITY OWNERS") of Holdings, Development, Management, Aspen, Gainesville, and each Constituent Restaurant Entity (collectively, the "COMBINED ENTITIES") shall be delivered to the Custodian (as defined in the Underwriting Agreement) for distribution to the Equity Owners or for sale pursuant to the Underwriting Agreement. (b) The parties acknowledge that the Company will be a C corporation for federal income tax purposes upon consummation of the Combination Transactions.