Merger Consideration Allocation definition

Merger Consideration Allocation is defined in Section 7.7.

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).

Merger Consideration Allocation has the meaning set forth in Section 6.7(c).

Examples of Merger Consideration Allocation in a sentence

• 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 Merger Consideration Allocation Certificate shall be deemed to be a representation and warranty of the Company hereunder.

• In addition to the consideration payable to Stockholders under this Section 2.6(a), such Stockholders 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.

• 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.

• After execution of the Merger Consideration Allocation Certificate, there shall be no transfers on the books of the Oceanbulk Holdcos of any limited liability company interests of either Oceanbulk Holdco that were outstanding immediately prior to such execution.

• Before the tests, the test partners should coordinate and document the type of body part used in IPMs submitted by their User Agents when submitting text messages, either as:- IPMs containing an ia5-text, or- IPMs containing an ia5-text-body-part, or- IPMs containing a general-text-body-part with ISO646 repertoire.

• 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.

• The outstanding capital stock or other equity interests (including contingent equity interests) of the Company, and the record and beneficial owners thereof as of immediately prior to the Effective Time will be as set forth on the Merger Consideration Allocation Schedule, and the allocation of the Closing Stock Payments among the Stockholders as set forth on the Merger Consideration Allocation Schedule will be in accordance with the Charter.

• 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.

• 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.