Contingent Consideration Statement definition

Contingent Consideration Statement has the meaning set forth in Section 2.6(c).
Contingent Consideration Statement has the meaning set forth in Section 2.10(a)(ii).
Contingent Consideration Statement means the Draft Contingent Consideration Statement together with any revisions thereto pursuant to this Section 2.10(a)(ii).

Examples of Contingent Consideration Statement in a sentence

  • If the VE Member Representative fails to deliver an Objection Notice to VI prior to the expiration of the Review Period, then the calculations set forth in the Contingent Consideration Statement shall be final and binding on the parties hereto.

  • In the event a Notice of Contingent Consideration Statement Disagreement is delivered in accordance with the terms of this Annex A, Seller and Buyer shall seek in good faith to resolve within ten (10) days any differences in relation to the Proposed Contingent Consideration Statement Adjustments and to reach agreement in writing on whether to address, and if so, how to address, each such Proposed Contingent Consideration Statement Adjustment.

  • The VE Member Representative shall have ninety (90) calendar days after receipt of the Contingent Consideration Statement (the “Review Period”) to review it and may also appoint the Third Party Auditor to assist with such review.

  • Seller shall be responsible for the fees and expenses of the Independent Auditor; provided, however, that Buyer shall reimburse Seller in full for all such costs and expenses of the Independent Auditor if the Independent Auditor determines that the Contingent Payment paid hereunder is less than the amount actually owed for the relevant period of the audit or if any Milestone were achieved in the applicable calendar year that was not set forth on the applicable Contingent Consideration Statement.

  • In the event Seller disagrees with such Initial Contingent Consideration Statement, Seller may, prior to the end of such thirty (30)-day period, deliver a written notice to Buyer (a “Notice of Contingent Consideration Statement Disagreement”) setting out Seller’s objections and specifying in reasonable detail the adjustments that, in Seller’s opinion, should be made to such Initial Contingent Consideration Statement (collectively, the “Proposed Contingent Consideration Statement Adjustments”).

  • Parent shall revise the Draft Contingent Consideration Statement as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.10(a)(ii).

  • The “Contingent Consideration Statement” shall mean the Draft Contingent Consideration Statement together with any revisions thereto pursuant to this Section 2.10(a)(ii).

  • The Buyer will provide to the Sellers reasonable supporting documentation for the calculation of the amounts set forth in the Contingent Consideration Statement.

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More Definitions of Contingent Consideration Statement

Contingent Consideration Statement is defined in SECTION 2.2(d).
Contingent Consideration Statement has the meaning specified in Section 2.04(e) of this Agreement.
Contingent Consideration Statement shall have the meaning as set forth in Section 2.1(b)(iii) of this Agreement.

Related to Contingent Consideration Statement

  • Contingent Consideration has the meaning set forth in Section 1.6.

  • Allocation Statement has the meaning set forth in Section 2.5(a).

  • Distribution Statement has the meaning set forth in Section 5.02(c) of the Trust Agreement.

  • Termination statement means an amendment of a financing statement which:

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Continuation statement means an amendment of a financing statement which:

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

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

  • Conversion Shares Registration Statement means a registration statement that registers the resale of all Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

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

  • Completion Statement has the meaning set out in clause 6.1;

  • Draft Closing Statement means a draft closing statement as of the close of business of the fifth (5th) Business Day immediately preceding the Closing Date setting forth an estimate of the Purchase Price (including all adjustments and prorations thereto).