Final Merger Consideration Allocation Schedule definition

Final Merger Consideration Allocation Schedule has the meaning set forth in Section 2.4(a).

Examples of Final Merger Consideration Allocation Schedule in a sentence

• 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).

• In the event of any inconsistency or conflict between the provisions of this Article 2 with respect to any portion of the Net Merger Consideration payable to any Securityholder, the Final Merger Consideration Allocation Schedule will prevail.

• After the Class L Per Share Preference Amount has been paid in full, the Stockholders holding Outstanding Company Shares will be entitled to receive a portion of the aggregate Net Merger Consideration as described in clause (ii) below and as set forth on the Final Merger Consideration Allocation Schedule.

• The Note B Principal Amount, plus any interest accrued thereon, will become due and payable to the Persons set forth on the Final Merger Consideration Allocation Schedule one year after the Closing, less any pending or finally determined indemnification claims asserted pursuant to Article 9 up to the Note B Principal Amount, in each case, in accordance with Note B, Section 2.7 and the other applicable terms and provisions of this Agreement and the Escrow Agreement.

• Upon receipt by Parent and BV Sub and acceptance and approval thereof (which will not be unreasonably withheld or delayed), the Final Merger Consideration Allocation Schedule will be appended to this Agreement as Exhibit C-1 hereto and appended as an appropriately numbered exhibit to the Exchange Agent Agreement and the Indemnity Escrow Agreement.

• At the direction of the Stockholder Representative, the Escrow Agent will distribute to the Stockholders any funds or Stockholder Representative Fund Shares in the Stockholder Representative Fund on a pro rata basis in accordance with the Final Merger Consideration Allocation Schedule.

• All indemnification payments to be received by the Shareholders in accordance with this Article 9 will be allocated among the Shareholders in proportion to each Shareholder’s pro rata share of the Escrow Fund as set forth on the Final Merger Consideration Allocation Schedule.

• Upon receipt by the Purchaser and approval thereof (which will not be unreasonably withheld), the Final Merger Consideration Allocation Schedule will be appended to this Agreement as Exhibit H-2 hereto and appended as an appropriately numbered exhibit to the Escrow Agreement.

• The Final Merger Consideration Allocation Schedule is attached to this Agreement as Exhibit D-2 and has been appended as an appropriately numbered exhibit to the Exchange Agent Agreement and the Escrow Agreement.

• The outstanding shares of the Company Capital Stock is held of record by the Stockholders in the number and type set forth opposite their names as provided in the Final Merger Consideration Allocation Schedule.