Closing Allocation Schedule definition

Closing Allocation Schedule has the meaning set forth in Section 2.11.
Sample 1
Closing Allocation Schedule has the meaning given in Section 1.5(i).
Sample 1Sample 2
Closing Allocation Schedule means a schedule setting forth the allocation of the Initial Cash Consideration and the Initial Share Value Amount among the Sellers on the Closing Date attached hereto as Schedule 1.1(a).
Sample 1Sample 2

Examples of Closing Allocation Schedule in a sentence

  • The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject to the Seller’s review and reasonable objection, to be resolved by good-faith negotiations between the Purchaser and the Seller.

  • The Closing Allocation Schedule shall be subject to amendment as set forth in clause (2) of this Section 1.5(i).

  • Simultaneously with the First Closing (and following the satisfaction or waiver of the conditions set forth in Article VII and Article VIII), the Company shall transfer the Deposit to the Selling Shareholders and the Option Holders Representative in accordance with the First Closing Allocation Schedule.

  • Any COP Net Earn-Out Amount shall be payable to the COP Participants ratably in accordance with their Pro Rata COP Share as set forth on the Closing Allocation Schedule.

  • The Closing Allocation Schedule shall set forth with respect to each “covered security” (as defined in Section 6045 of the Code), the acquisition date and tax basis of such security.

  • The Seller Parties shall cause the First Closing Allocation Schedule to be delivered to Buyer no later than five (5) Business Days prior to the First Closing Date.

  • The Closing Allocation Schedule also shall set forth each Company Holder’s Pro Rata Portion and each such Company Holder’s allocation (expressed as a dollar amount) of each of the Escrow Account, Stockholder Representative Fund.

  • Upon any such reallocation, the Securityholder Representative shall update the Closing Allocation Schedule, including by adjusting the Stakeholder Sharing Percentage and Pro Rata COP Share, which shall be in form reasonably acceptable to Buyer.

  • Within forty-five (45) days after the Closing Date, Seller may deliver to Buyer a revised Closing Allocation Schedule, providing for a revised allocation of the Purchase Price among the Seller Parties.

  • As of the Closing Date, the Closing Allocation Schedule, including the Closing Percentages set forth therein and any adjustments made pursuant to Section 1.6(b), will be true, correct and complete in all respects.


More Definitions of Closing Allocation Schedule

Closing Allocation Schedule is defined in Section 6.4(c).
Sample 1
Closing Allocation Schedule means the schedule to be delivered to Buyer at least three Business Days prior to the anticipated Closing Date, setting forth a list of (a) all Sellers, (b) the number and class of Equity Interests of the Partnership or the General Partner held by such Sellers immediately prior to the Closing, (c) the percentage of the Purchase Price payable to each Seller, and (d) wire instructions for any payment hereunder to be made to such Seller.
Sample 1
Closing Allocation Schedule means a schedule prepared by the Company and delivered to Parent at the Effective Time in substantially the form of Schedule 1.8 attached hereto (Schedule 1.8 is referred to as the “Preliminary Allocation Schedule”) showing, in each case as of the Closing Date, (1) the total number of shares of Company Stock outstanding, (2) the number of shares of Company Stock held by each Company Shareholder and the corresponding pro rata ownership percentage of such Company Shareholder, and the address of such Company Shareholder, (3) the maximum amounts of Closing Merger Consideration, Earn-out Amount and Holdback Amount payable to each Company Shareholder, (4) the amounts due and payable to each Company Noteholder with respect to the Company Notes (based on interest accrued through February 28, 2010), (5) the amount of Severance Payments payable to specified employees of the Company, (6) the amounts of Employee Loans due and payable to each Employee, (7) the amount due and payable under the IDED Loan and (8) a good faith estimate of the amount of Transaction Expenses due and payable.
Sample 1
Closing Allocation Schedule is defined in Section 1.4(d) of this Agreement.
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Related to Closing Allocation Schedule

  • Allocation Schedule has the meaning set forth in Section 2.07.

  • Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Tax Allocations means the allocations set forth in paragraph 4 of Exhibit B.

  • Closing Statement has the meaning set forth in Section 2.5(a).

  • Asset Allocation The following single issuer limits shall apply on a market value basis, with exception of Money-Market funds and US Government guaranteed securities, which may be held without limit:

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Final Settlement Statement has the meaning set forth in Section 2.6(b).

  • Allocation Statement has the meaning set forth in Section 2.5.

  • Taxable Allocation means, with respect to any Series, the allocation of any net capital gains or other income taxable for federal income tax purposes to a dividend paid in respect of such Series.

  • Final Allocation has the meaning set forth in Section 2.3.

  • Required Allocations means any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(d)(i), Section 6.1(d)(ii), Section 6.1(d)(iv), Section 6.1(d)(v), Section 6.1(d)(vi), Section 6.1(d)(vii) or Section 6.1(d)(ix).

  • Completion Schedule means the fulfilment of the Related Services by the Supplier in accordance with the terms and conditions set forth in the Contract;

  • conditional allocation ’ means an allocation to a province or municipality from the national government’s share of revenue raised nationally, envisaged in section 214(1)(c) of the Constitution, as set out in Schedule 4, 5, 6 or 7;

  • Implementation Schedule means the Implementation Schedule in Section VII of the tendering documents.

  • Initial Allocation means the conditional setting aside by MBOH of HCs from a particular year’s federal LIHTC allocation to the state for purposes of later Carryover Commitment and/or Final Allocation to a particular Project, as documented by and subject to the requirements and conditions set forth in a written Reservation Agreement, the Applicable QAP and federal law.

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Load allocation means the portion of a receiving water's loading capacity that is allocated to one

  • Amortization Schedule means, with respect to each Equipment Note, the amortization schedule for such Equipment Note delivered pursuant to Section 2.02 of the Trust Indenture.

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Closing Date Cash has the meaning specified in Section 3.4(a).