Consideration Schedule definition

Consideration Schedule is defined in Section 2.3(b).

Consideration Schedule has the meaning set forth in Section 3.1(d).

Consideration Schedule is defined in Section 2.6.5.

Examples of Consideration Schedule in a sentence

• Stockholder has received a copy of the Merger Agreement (including, for the avoidance of doubt, the schedules and exhibits thereto, other than the Consideration Schedule, of which Stockholder acknowledges a final copy will be provided prior to the consummation of the Transactions) and has carefully read and understands the scope and effect of the provisions thereof and of this Agreement and has discussed the foregoing with Stockholder’s professional advisors to the extent Stockholder has deemed necessary.

• None of Purchaser or any of its Affiliates (including, after the Closing, the Target Companies) shall have any liability or obligation to any Person, including the Equityholders, for any losses arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Equityholder or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Pre-Closing Statement or the Merger Consideration Schedule.

• Attached hereto as Exhibit A is the Aggregate Consideration Schedule setting forth the calculation of the amounts for distribution in accordance with Section 2.02.

• Except as set forth on Schedule 6.05, the Manager is and will be at Closing the record and beneficial owner of the Equity Interests set forth by its name on the Merger Consideration Schedule, free and clear of all Liens.

• In the event of any inconsistency between the Consideration Schedule and any provision of the Company Certificate or any other document, the Consideration Schedule shall control in all respects.

More Definitions of Consideration Schedule

Consideration Schedule means the schedule in the form attached hereto as Schedule II, as may be updated from time to time by the Sellers’ Representative.

Consideration Schedule means Schedule 1.1 of the NextTrip Disclosure Schedule.

Consideration Schedule shall have the meaning set forth in Section 1.4(k).

Consideration Schedule means schedule attached hereto as Exhibit D.

Consideration Schedule shall have the meaning set forth in the Recitals.

Consideration Schedule means the consideration schedule in the agreed form in respect of that Seller executed by (1) the Seller and (2) the Buyer, as at the date of this Agreement; ‘Control’, in relation to a body corporate, means the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person -

Consideration Schedule has the meaning set forth in Section 1.2. “Convenantors” has the meaning set forth in the Preamble. “Coronavirus Pandemic” means as declared by the World Health Organization on March 11, 2020, the 2020 Coronavirus Pandemic caused by COVID-19. “Counsel” has the meaning set forth in Section 8.14(a). “Data Protection Laws” means Laws concerning the collection, processing, use, disclosure, retention, privacy and/or security of Personal Information or data breach notification. “Deductible” means $975,000; provided that when and if the retention amount under the R&W Insurance Policy is reduced in accordance with the terms thereof, the “Deductible” shall be reduced to an amount equal to 50% of the then-effective retention amount. “Designated Person” has the meaning set forth in Section 8.14(a). “DFARS” means Defense Federal Acquisition Regulation Supplement. “Direct Claim” has the meaning set forth in Section 5.4(c). “Dispute Notice” has the meaning set forth in Section 1.6(b). “Dollars or $” means the lawful currency of the United States. “Double Recovery Amount” has the meaning set forth in Section 5.5(c). “Earn-Out Cap” has the meaning set forth in Section 1.11(a). “Earn-Out Objection” has the meaning set forth in Section 1.11(c).