Closing Consideration Schedule definition

Closing Consideration Schedule has the meaning specified in Section 3.3(b).

Closing Consideration Schedule shall have the meaning specified in Section 2.5(a).

Closing Consideration Schedule means Exhibit “A” to the Arrangement Agreement.

Examples of Closing Consideration Schedule in a sentence

• The Closing Consideration Schedule shall be calculated based on, and the aggregate payment amounts set forth therein shall not exceed, the Estimated Purchase Price.

• The Closing Consideration Schedule shall be used for the purposes of determining the Closing Cash Consideration.

• The Estimated Purchase Price Calculations and the Closing Consideration Schedule shall be accompanied by a certificate signed by an authorized officer of the Sellers’ Representative certifying that the information set forth in the Estimated Purchase Price Calculations and the Closing Consideration Schedule was calculated in good faith in accordance with this Agreement.

• Parent shall be deemed to have contributed the percentage of the Closing Date Adjustment Escrow Amount with respect to each Company Equityholder set forth on the Closing Consideration Schedule and the cash consideration payable to each Company Equityholder pursuant to Section 2.1 or Section 2.4, as applicable, shall be reduced by such amount.

• The Closing Consideration Schedule will be delivered concurrently with the Closing Statement.

• The Company may, at the Company’s option, deliver to the Surviving Entity an updated Closing Consideration Schedule no later than 10:00 a.m., New York City time on the Business Day immediately prior to the Closing.

• Parent shall be deemed to have contributed the percentage of the Closing Date Adjustment Escrow Amount with respect to each Participating Equityholder as set forth on the Closing Consideration Schedule and the cash consideration payable to each Participating Equityholder pursuant to Section 2.1, Section 2.4, or Section 2.5(a), as applicable, shall be reduced by such amount.

• The aggregate amount payable pursuant to this Plan of Arrangement to a holder of Company Shares for all of such holder’s Company Shares (including any Class D Common Shares issued pursuant to Section 2.2(b) and Section 2.2(e) and any Class A Common Shares issued pursuant to Section 2.2(d)), and the aggregate amount to be withheld from such amount pursuant to Section 4.5, shall be set forth across from such holder’s name in the Closing Consideration Schedule.

• Section 4.2(a)(3) of the Disclosure Schedule sets forth the Closing Consideration Schedule calculated as of the date of this Agreement, which schedule was prepared in accordance with the terms and conditions of the Company Organizational Documents and all agreements governing outstanding equity interests of the Company.

• If the Parent Prepared Consideration Schedule is not delivered to the Shareholder Representative within sixty (60) days after the Closing Date, then, at the written election of the Shareholder Representative, Parent shall be deemed to have accepted and agreed to the Closing Consideration Schedule (including the Aggregate Cash Consideration and Aggregate Stock Consideration set forth therein), and such agreement shall be final and binding on the parties.