Consideration Schedule definition

Consideration Schedule is defined in Section 2.3(b).

Consideration Schedule has the meaning set forth in Section 3(b) below.

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.

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.

• 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.

• 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.

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

• Sponsor 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 Sponsor 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 Sponsor’s professional advisors to the extent Sponsor has deemed necessary.

More Definitions of Consideration Schedule

Consideration Schedule means a schedule prepared by the Company and the Sellers’ Representative setting forth the consideration that each Seller is entitled to receive in connection with the Transactions based on the Pro Rata Percentage of each Seller in form and substance reasonably acceptable to the Purchaser (which schedule shall be consistent with the Organizational Documents of the Company).

Consideration Schedule is defined in Section 2.6.5.

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).

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

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

Consideration Schedule the schedule in the Agreed Form (signed by or on behalf of each of the Sellers) detailing the Sellers, the Shares to be sold by them and the Purchase Price payable to them pursuant to this Agreement;

Consideration Schedule means schedule attached hereto as Exhibit D.