Consideration Spreadsheet definition

Consideration Spreadsheet has the meaning set forth in Section 2.16(a).

Consideration Spreadsheet has the meaning set forth in Section 3.5(a).

Consideration Spreadsheet has the meaning set forth in Section 2.9(a)(viii).

Examples of Consideration Spreadsheet in a sentence

• Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the applicable portion of the Closing Merger Consideration Shares out of the Exchange Fund in accordance with the Closing Consideration Spreadsheet and the other applicable provisions contained in this Agreement.

• Under no circumstances shall Parent or Merger Sub be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet and the parties agree that Parent and Merger Sub shall be entitled to rely on the Consideration Spreadsheet in making payments under Article IV.

• The parties agree that Parent shall be entitled to rely on the Closing Consideration Spreadsheet in making payments under ARTICLE III.

• Parent and Merger Sub Bio shall be entitled to rely on the Consideration Spreadsheet in making and causing the Surviving Corporation and the Paying Agent to make payments hereunder and Parent and Merger Sub Bio shall not be responsible for the calculations or the determinations regarding such calculations in the Consideration Spreadsheet.

• To the extent any amount becomes payable out of the Representative Amount to the VNC Stockholders and the bonus recipients under Section 4.4(b) pursuant to Section 7.6, the Stockholders’ Representative shall cause such amount to be paid to the Paying Agent for distribution to the VNC Stockholders on a pro rata basis as shown on Schedule 1.8(e) of the Consideration Spreadsheet.

More Definitions of Consideration Spreadsheet

Consideration Spreadsheet has the meaning set forth in Section 6.02(g).

Consideration Spreadsheet is defined in Section 1.16(a) and attached as Schedule A.

Consideration Spreadsheet has the meaning set forth in Section 5.8.

Consideration Spreadsheet means, collectively, the Form Consideration Spreadsheet and the Closing Consideration Spreadsheet.

Consideration Spreadsheet has the meaning set forth in the recitals.

Consideration Spreadsheet has the meaning set forth in Section 1.19(a) above.

Consideration Spreadsheet means the Excel spreadsheet sent by email from Xxxxxxxx XxXxxxx to Xxx Xxxxxxx on September 18, 2011 at 11:35 am Pacific Time which implements this Exhibit A and which will be used to calculate the Azur Conversion Ratio at the Conversion Time, using the information provided by Azur and Jazz pursuant to the preceding paragraph. Following the defined terms are references to the cell(s) of the Consideration Spreadsheet reflecting such defined term as a mathematical formula or, if not a formula, as an input. References are to the page, column and row of the Consideration Spreadsheet such that “Consideration Spreadsheet Summary D54” refers to the “Summary” page, column D, row 54 of the Consideration Spreadsheet.