Allocation of Consideration definition

Allocation of Consideration. As used herein, the term "Consideration" shall mean the sum of (i) the cash amounts paid by Purchaser pursuant to Section 1.2(a), plus (ii) the Assumed Liabilities as defined in Section 1.2(f). The parties hereto agree that the Consideration will be allocated in accordance with a schedule to be agreed upon by the parties within 60 days following the Closing Date. Prior to the Closing, the parties will arrive at an estimate of such allocation. All tax returns, reports and other similar filings will be prepared and timely filed by each of Seller and Purchaser consistently with one another with respect to the final allocation of the Consideration and strictly in accordance with such allocation.
Sample 1
Allocation of Consideration. The consideration provided Buyer Corp hereunder (the "Purchase Price") shall be allocated as follows:
Sample 1

Examples of Allocation of Consideration in a sentence

  • See below under "Tax Consequences to Creditors -- Allocation of Consideration Received" for a discussion of the allocation of consideration to Claims for accrued interest.

  • As noted below (see "Tax Consequences to Creditors -- Allocation of Consideration Received"), under the Plan, Cash or New Term Notes will be distributed to Holders of Pre-Petition Credit Agreement Claims and General Unsecured Claims in respect of their Claims for accrued interest.

  • Allocation of Consideration Transferred The Merger was accounted for using business combination accounting under applicable accounting principles.

  • Allocation of Consideration Transferred The identifiable assets acquired and liabilities assumed in the VividLogic acquisition were recognized and measured as of the acquisition date, February 1, 2010, based on their estimated fair values.

  • The Share Consideration shall be allocated to the Shares of each Company in accordance with Schedule 8 (Allocation of Consideration).

  • NYSBA Tax Section Report No. 1316, Report on Proposed Allocations Regarding Allocation of Consideration and Allocation and Recovery of Basis in Transactions Involving Corporate Stock or Securities (Feb.

  • Each Cartesian Investor may elect to exercise its “Tag-Along Right” and sell up to its pro rata share of the total number of Shares of Common Stock of the Company held by such Cartesian Investor (on an as- converted basis) offered in the Proposed Transfer as set forth in Section 3(d)(ii) (Shares Includable) below and, subject to Section 3(d)(iv) (Allocation of Consideration), otherwise on the same terms and conditions specified in the Proposed Transfer Notice.

  • Leases — OverallImplementations Guidance and IllustrationsExample 11 — Allocation of Consideration to Lease and Nonlease Components of a Contract Case A — Allocation of Consideration in the Contract842-10-55-132Lessor leases a bulldozer, a truck, and a crane to Lessee to be used in Lessee’s construction operations for three years.

  • See subsection B.8 below, entitled "Allocation of Consideration to Interest." A holder's tax basis in any New Anne Klein Common Stock received in satisfaction of its Claim (other than a claim for accrued but unpaid interest) will equal the holder's aggregate adjusted tax basis in its Claim (not including any claim for accrued but unpaid interest).

  • Further, the NPRM proposes at § ll.109(f)(2) that an IRB must receive annual confirmation that such research is ongoing and that no changes have been made that would require the IRB to conduct continuing review (that is, the study still qualifies for expedited review because it still meets the criteria listed above and still involves no greater than minimal risk).

Related to Allocation of Consideration

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

  • Base Consideration has the meaning set forth in Section 1.2.

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Equity Consideration has the meaning set forth in Section 2.02.

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Alternate Consideration shall have the meaning set forth in Section 5(e).

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Unit Consideration has the meaning set forth in Section 2.2(a).

  • Share Consideration has the meaning given to it in Section 2.2;

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).