Consideration Allocation Schedule definition

Consideration Allocation Schedule has the meaning set forth in Section 2.6.
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Consideration Allocation Schedule means the consideration allocation schedule to be delivered by the Seller Representative to Purchaser at least three (3) Business Days prior to the Closing.
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Consideration Allocation Schedule shall have the meaning given to such term in Section 2.8.
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Examples of Consideration Allocation Schedule in a sentence

  • If Parent and Buyer are not able to resolve any such objections, the matters in dispute shall be referred to the Independent Expert for prompt resolution (which resolution of the Independent Expert shall be consistent with the Consideration Allocation Schedule (with appropriate adjustments to reflect any payments under Section 1.05(a) or Section 1.05(b)) and conducted in a manner consistent with Section 1.04(b), applied mutatis mutandis).

  • Within sixty (60) days following the final determination of the Final Adjustment Amount, Buyer shall deliver to Parent an allocation of any amounts properly taken into account for applicable Tax purposes among the assets acquired (or deemed acquired) for Tax purposes in connection with this Agreement (the “Asset Allocation”), which allocation shall be consistent with the Consideration Allocation Schedule (with appropriate adjustments to reflect any payments under Section 1.05(a) or Section 1.05(b)).

  • Corresponding adjustments shall be made to the applicable Consideration Allocation Schedule to reflect the payment of any amount pursuant to Section 1.05(a) or Section 1.05(b).

  • The Surviving Corporation shall pay and deliver to such holders of Vested Options the portion of the Merger Consideration to which such holder is entitled under Section 2.6(b)(i)(A), as set forth on the Merger Consideration Allocation Schedule and subject to any applicable Tax withholding requirements in the next Company payroll following Closing.

  • NGL Subsidiary and SemStream shall make appropriate adjustments to the Consideration Allocation Schedule to reflect any adjustments to Aggregate Consideration or other relevant items.

  • Upon receipt by the Purchaser and approval thereof (which will not be unreasonably withheld, conditioned or delayed), the Final Merger Consideration Allocation Schedule will be appended to this Agreement as Exhibit D-2 hereto and appended as an appropriately numbered exhibit to the Escrow Agreement and Exchange Agent Agreement (and the Preliminary Merger Consideration Allocation Schedule for all purposes will have no further force or effect).

  • Braham, M.E., Miller, T.A., Duerr, A., Lanzone, M., Fesnock, A., Lapre, L., Driscoll, D.

  • In addition to the consideration payable to the Optionholders under this Section 2.6(b), such Optionholders shall be entitled to additional payments, if any, made in accordance with Sections 2.11, 2.12 and 2.14, and as set forth in the Merger Consideration Allocation Schedule.

  • Buyer and Merger Sub may rely on the Merger Consideration Allocation Schedule, and in no event will Buyer or Merger Sub have any liability to any holder of Capital Stock or Options or other Person on account of payments made in accordance with the Merger Consideration Allocation Schedule.

  • If the Merger Consideration has decreased as a result of such recalculation, Parent shall cancel an appropriate number of shares of Parent Common Stock, equal to the difference between the number of shares of Parent Common Stock issued as Merger Consideration on the Closing Date and the number of shares of Parent Common Stock constituting the Merger Consideration as so recomputed, based upon the Share Value, in accordance with the Merger Consideration Allocation Schedule.


More Definitions of Consideration Allocation Schedule

Consideration Allocation Schedule means the consideration allocation schedule set forth in Schedule VII attached hereto, as amended by the Company prior to the Closing Date to account for changes thereto in accordance with this Agreement, prepared by and under the responsibility of the Company and approved by the Transferors’ Representative. Consideration Interests means GGB Shares and LP Units.
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Consideration Allocation Schedule means, as delivered and updated by the Stockholder Representative in accordance with the terms of this Agreement, a schedule, in a form reasonably acceptable to Buyer, setting forth an exact description of the amounts payable in respect of the transactions contemplated by this Agreement to the Sellers, including: (a) the name of each Seller, (b) the amount of Equity Interests held by each Seller as of the date of the delivery or update of the Consideration Allocation Schedule, as applicable, together with a detailed breakdown of (i) the number of Shares held by each Seller and (ii) as applicable, the date of grant, term, number of Warrants or number of Shares subject to the Options as of the date of the delivery or update of the Consideration Allocation Schedule, the exercise price or reference price of Warrants, and, in the case of an Option, the portion, if any, of such Options that is unvested as of the date of the delivery or update of the Consideration Allocation Schedule, and the option plan under which such Option was granted, and (c) each Seller’s Aggregate Percentage Interest payable to all Sellers pursuant to the upcoming payment to the Sellers by Buyer pursuant to which such initial delivery or update is made calculated in accordance with this Agreement, and wire instructions for transfer of funds for each such Seller.
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Related to Consideration Allocation Schedule

  • Purchase Price Allocation Schedule has the meaning given to it in Section 2.7(a).

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

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

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

  • 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;

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

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

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

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

  • Country Limitation Schedule means the schedule published from time to time by Ex-Im Bank setting forth on a country by country basis whether and under what conditions Ex-Im Bank will provide coverage for the financing of export transactions to countries listed therein.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Required Allocations means (a) any limitation imposed on any allocation of Net Losses or Net Termination Losses under Section 6.1(b) or 6.1(c)(ii) and (b) any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iv), 6.1(d)(vii) or 6.1(d)(ix).

  • Allocation Notice shall have the meaning assigned to such term in Section 11.14(i) hereof.

  • 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.

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

  • 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.

  • Cost allocation plan means central service cost allocation plan, public assistance cost allocation plan, and indirect cost rate proposal. Each of these terms are further defined in this section.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

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

  • Adjustment Escrow Amount means $1,000,000.

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

  • Qualified Allocation Plan or “QAP” means this Qualified Allocation Plan, which was adopted by Board Action on October 17, 2012 and made effective as of January 1, 2013, and which was approved by the Governor of the State of New Mexico pursuant to Section 42(m)(1)(B) of the Code and sets forth the Project Selection Criteria and the preferences for Projects which will receive Tax Credits.

  • Conversion Schedule means the Conversion Schedule in the form of Schedule 1 attached hereto.

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

  • 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.

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