Merger Consideration Allocation definition

Merger Consideration Allocation is defined in Section 7.7.
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Merger Consideration Allocation means the allocation of the Merger Consideration, as of the Effective Time, among the Shares (excluding Shares to be canceled in accordance with Section 1.5(b)), as set forth on Exhibit F (provided that such allocation will be updated by the Company in advance of the Effective Time).
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Merger Consideration Allocation has the meaning set forth in Section 6.7(c).
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Examples of Merger Consideration Allocation in a sentence

  • The inclusion is also optimal in the sense, that any that equalizes and necessarily factors through , and does it in a unique way.

  • In no event shall Parent be required to transfer the Merger Consideration unless and until the Merger Consideration Allocation Certificate has been executed and delivered by the Company and approved by Parent.

  • The Surviving Corporation shall pay and deliver to such holders of Vested Options the portion of the Merger Consideration to which such holder is entitled under Section 2.6(b)(i)(A), as set forth on the Merger Consideration Allocation Schedule and subject to any applicable Tax withholding requirements in the next Company payroll following Closing.

  • 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 addition to the consideration payable to the Optionholders under this Section 2.6(b), such Optionholders shall be entitled to additional payments, if any, made in accordance with Sections 2.11, 2.12 and 2.14, and as set forth in the Merger Consideration Allocation Schedule.

  • The parties shall prepare and file all applicable Tax Returns and any related forms and statements in a manner consistent with such Tax Merger Consideration Allocation and initial Gross Asset Values as finally determined in accordance with this Section 7.18(h), except as required by applicable Law following a final determination by a court of competent jurisdiction or other final decision by an applicable Governmental Authority.

  • The Merger Consideration Allocation shall be revised after all adjustments, if any, have been made in accordance with this Section 1.11.

  • At Company’s election, the Merger Consideration Allocation set forth on Schedule III may be reallocated amongst the Company Investors, and the Merger Consideration Allocation set forth on Schedule IV may be reallocated amongst the Designated Recipients, as set forth on a revised Schedule III and Schedule IV, respectively, delivered to Parent no later than five (5) business days prior to the Closing.

  • Buyer and Merger Sub may rely on the Merger Consideration Allocation Schedule, and in no event will Buyer or Merger Sub have any liability to any holder of Capital Stock or Options or other Person on account of payments made in accordance with the Merger Consideration Allocation Schedule.

  • If the Merger Consideration has decreased as a result of such recalculation, Parent shall cancel an appropriate number of shares of Parent Common Stock, equal to the difference between the number of shares of Parent Common Stock issued as Merger Consideration on the Closing Date and the number of shares of Parent Common Stock constituting the Merger Consideration as so recomputed, based upon the Share Value, in accordance with the Merger Consideration Allocation Schedule.

Related to Merger Consideration Allocation

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

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

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Base Merger Consideration means $1,200,000,000.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

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

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

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

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

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

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • 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.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).