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

• 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.

• 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.

• Falling wages induce falling prices and fallingmoney values of assets shrink credit.

• 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.

• 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.

• In issuing the Merger Consideration, and converting the Company Stock Options and Company RSUs into Replacement Options and Replacement RSUs, respectively, pursuant to this Article II, Parent and Merger Sub shall be entitled to rely fully on the information set forth on the Merger Consideration Allocation Schedule or Company Equity Award Allocation Schedule, as applicable, absent manifest error.

• The information set forth on the Preliminary Merger Consideration Allocation Schedule regarding the Company Securityholders is true, complete and accurate as of the Agreement Date.

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 has the meaning set forth in the Merger Agreement.

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