Merger Payment Schedule definition

Merger Payment Schedule has the meaning set forth in Section 3.2(b)(i)
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Merger Payment Schedule means the schedule attached hereto as Schedule D, setting out a list of all outstanding Company Securities and the allocations of the Purchase Price payable to the Holders thereof, as updated by mutual agreement between Parent and the Company prior to the Closing.
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Merger Payment Schedule has the meaning set forth in Section 2.19(a).
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Examples of Merger Payment Schedule in a sentence

  • IAC shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the applicable portion of the Stock Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement.

  • SMMC shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the amount in cash payable by SMMC pursuant to Section 3.01(b) and Section 3.03(i) or the Per Share Stock Consideration, as applicable, out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement.

  • The Merger Payment Schedule shall also include (A) the name of each Company Securityholder and any other holder of Equity Equivalents and (B) the number and type of Company Shares, Company Options and other Equity Equivalents held by each holder thereof.

  • PubCo shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the Plus Holdings Share Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement.

  • As promptly as practicable after the Final Effective Time, Newco shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement.

  • The Merger Payment Schedule shall also include (A) the name of each Company Securityholder and any other holder of Equity Equivalents and (B) the number and type of Company Shares, Company Options, Company Warrant and other Equity Equivalents held by each holder thereof.

  • On the first (1st) anniversary of the Closing Date (the “Deferred Payment Date”), Buyer shall pay, or shall cause to be paid, in cash by wire transfer of immediately available funds, the Deferred Payment Amount, to an account identified in writing by the Paying Agent to Buyer at least two (2) Business Days prior to the Deferred Payment Date, for further distribution to the Company Unitholders in accordance with the Merger Payment Schedule.

  • Parentco shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the Company Closing Merger Consideration out of the Exchange Fund in accordance with the Company Merger Payment Schedule and the other applicable provisions contained in this Agreement.

  • Each Company Unitholder will have valid title to the Buyer Class E-3 Units to be issued and delivered by Buyer to such Company Unitholder on the Closing Date in accordance with the Merger Payment Schedule, free and clear of all Liens, other than Liens on transfer imposed under applicable securities laws or as provided in the A&R Buyer LLC Agreement, and the issuance thereof will not be subject to any preemptive rights.

  • An illustrative Merger Payment Schedule is set forth on Section 3.04 of the Company Schedules.

Related to Merger Payment Schedule

  • Payment Schedule ’ means a schedule which sets out—

  • Repayment Schedule means the schedule of repayment dates as detailed in Schedule 5 (Loan Repayment Schedule), to be replaced as required in accordance with Clause 5 (Repayment) and Clause 6.10(b) (Partial prepayment of Loans).

  • Purchase Price Allocation Schedule has the meaning given to it in Section 2.7(a).

  • Early Termination Schedule is defined in Section 4.2 of this Agreement.

  • CVR Payment Amount means with respect to each CVR Payment and each Holder, an amount equal to such CVR Payment divided by the total number of CVRs and then multiplied by the total number of CVRs held by such Holder as reflected on the CVR Register.

  • Disbursement Schedule means the disbursement schedule as set out in an FAA;

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

  • Conversion Schedule means the Conversion Schedule in the form of Schedule 1 attached hereto.

  • Shift Schedule means a written statement setting forth the days and hours upon which the employees are required to work.

  • Final Payment Statement shall have the meaning set forth in Clause 19.13;

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Early Payment Date (k) means the "Early Payment Date (k)" as specified in § 1 of the Product and Underlying Data.

  • Rollover Notification Date shall be defined as set forth in the Prospectus under "Summary of Essential Information."

  • Upper payment limit means the maximum ceiling imposed by

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Final Scheduled Distribution Date means, with respect to the Class A-1 Notes, the Distribution Date in [_______]; with respect to the Class A-2 Notes, the Distribution Date in [_______]; with respect to the Class A-3 Notes, the Distribution Date in [_______]; with respect to the Class B Notes, the Distribution Date in [_______]; with respect to the Class C Certificates, the Distribution Date in [_______]; and with respect to the Class D Certificates, the Distribution Date in [_______].

  • Allocation Schedule has the meaning set forth in Section 2.07.

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Final Payment Date means the "Final Payment Date" as specified in § 1 of the Product and Underlying Data.

  • Equipment Schedule means (a) each Equipment Schedule attached to the applicable Requisition and (b) each Equipment Schedule attached to the applicable Lease Supplement.

  • Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.3 is satisfied in all respects.

  • Final Payment Certificate means the payment certificate issued under Sub-Clause 14.13 [Issue of Final Payment Certificate].

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Legal Final Payment Date means the one-year anniversary of the Expected Final Payment Date.

  • Amortization Schedule means, with respect to each Equipment Note, the amortization schedule for such Equipment Note delivered pursuant to Section 2.02 of the Trust Indenture.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.