Merger Consideration Allocation Schedule definition

Merger Consideration Allocation Schedule has the meaning set forth in Section 2.12(b).

Merger Consideration Allocation Schedule means the schedule on Exhibit A setting forth (a) each Holder’s name, (b) the number of Interests held by each Unitholder, and the number of Warrants held by the Warrantholder, as of immediately prior to the Closing, (c) each Holder’s Pro Rata Share, and (d) when determined and reflected on the Updated Merger Consideration Allocation Schedule, (i) each Unitholder’s Pro Rata Share, expressed as a dollar amount, of the Estimated Merger Consideration, Pala Redemption Amount and the Net Closing Payment each Unitholder will be entitled to receive in accordance with Section 2.5, and the Warrantholder’s Pro Rata Share, expressed as a dollar amount, of the Estimated Merger Consideration, Pala Redemption Amount and the Net Closing Payment, which will be paid to the Warrantholder as the Warrant Cancellation Payment in accordance with Section 2.10; and (ii) such Unitholder’s Interest Consideration Amount in respect of its Interests, and the Warrantholder’s Warrant Cancellation Payment.

Merger Consideration Allocation Schedule has the meaning ascribed to such term in Section 3.13(c). “Merger Consideration Schedule” has the meaning ascribed to such term in Section 3.13(a).

Examples of Merger Consideration Allocation Schedule in a sentence

• 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.

• 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.

• Promptly after the Effective Time, issue, as Transfer Agent for the Purchaser Common Stock, upon surrender of Certificate(s) and properly executed Letters of Transmittal, 5,600,000 shares of Purchaser Common Stock to the Stockholders, in accordance with the Final Merger Consideration Allocation Schedule; provided that no fractional shares of capital stock will be issued, in lieu of which cash payments will be made as set forth in Section 3.8 below.

• The balance of the Holdback Fund will be paid and automatically released by the Escrow and Exchange Agent upon the date that is 12 months after the Closing Date (the “Holdback Release Date”) pursuant to, and in accordance with, this Agreement and the Escrow Agreement, to the Securityholders (to be distributed in accordance with the Final 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 the Closing, Buyer will, or will cause Merger Sub to, deliver the aggregate Closing Option Payments payable to the Optionholders as set forth in the Estimated Closing Statement and the Merger Consideration Allocation Schedule by wire transfer of immediately available funds to an account designated by the Company at least two (2) Business Days prior to the Closing Date.

• If a Stockholder delivers his, her or its Equityholder Deliveries to the Paying Agent at least two (2) Business Days prior to Closing, then the Paying Agent shall pay and deliver, at the Closing, to such Stockholder the Closing Common Share Price to which such Stockholder is entitled under Section 2.6, as set forth on 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.

• 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.

• If a Stockholder delivers his, her or its Equityholder Deliveries to the Paying Agent later than two (2) Business Days prior to the Closing, then, within five (5) Business Days after such delivery, the Paying Agent shall pay and deliver to such Stockholder the Closing Common Share Price to which such Stockholder is entitled under Section 2.6, as set forth on the Merger Consideration Allocation Schedule.

More Definitions of Merger Consideration Allocation Schedule

Merger Consideration Allocation Schedule has the meaning set forth in Section 6.13(f)(ii).

Merger Consideration Allocation Schedule shall have the meaning set forth in Section 4.21. 101

Merger Consideration Allocation Schedule has the meaning set forth in the Merger Agreement.