Provisional Consideration definition

Provisional Consideration means GPB 22,709,000 calculated as set out in Schedule 8;

Provisional Consideration has the meaning given to it in clause 4.2;

Provisional Consideration has the meaning given thereto in clause 4.1; "Provisional Taxation Amount" means the amount in respect of Taxation derived from the Completion Accounts in accordance with those provisions of Schedule 9 concerning "non-operating creditors"; "Purchaser's Accountants" means Deloitte & Touche of Hill House, 0 Xxxxxx Xxx Xxxxxx, Xxxxxx XX0X 0XX; "Purchaser's Completion Documents" has the meaning given thereto in clause 12.1; "Purchaser's Group" means the Purchaser, its subsidiaries and subsidiary undertakings (including the Group) from time to time, any holding company of the Purchaser and all other subsidiaries or subsidiary undertakings of any such holding company from time to time; "Purchaser's Solicitors" means Xxxxxxxx Chance Limited Liability Partnership, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX; "Receivables" means all payments due to or for the account of any member of the Retained Group for goods or services supplied by any of them in the course of carrying on any of the Businesses, whether such payments are or were payable by the relevant third party on or prior to or after the Completion Date; "Regulatory Conditions" has the meaning given thereto in clause 3.10; "Relevant Properties" means the Business Properties and the Company Properties; "Retained Business" means the business of the Retained Group as carried on immediately following Completion including, without limitation, the sale, manufacture and/or distribution of products falling within the categories listed in Part 2 of Schedule 12; "Retained Group" means the Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company from time to time (except in each case members of the Group); "Retained Names" means the Laporte Marks and any goodwill relating or attaching thereto; "RTPA 1976" means the Restrictive Trade Practices Xxx 0000; "Schedule of Basic Corporate Information" means the schedule of basic corporate information in the Agreed Form setting out certain basic information in relation to each member of the Group;

Examples of Provisional Consideration in a sentence

• At Closing, an extraordinary general meeting of shareholders of Buyer will be held for the purpose of issuing the Consideration Shares to Seller by way of set-off against Buyer’s debt to Seller for the Provisional Consideration Shares Amount.

• The Provisional Consideration shall be adjusted after Completion in accordance with the following provisions of this clause 7.2.

• In the event that Completion takes place on a different date, the amount of the Shareholder Payments and the Provisional Consideration will be adjusted to reflect the correct amounts calculated at the actual date of Completion.

• The Board, having considered all aspects of the Proposed Divestment, including the salient terms of the SPA, the basis and justification for the Affin Hwang IB Provisional Consideration, the rationale and effects of the Proposed Divestment, is of the opinion that the Proposed Divestment is in the best interest of ABB Group and is not detrimental to the interests of the shareholders of ABB.

• By way of illustration, if the date of Completion is 15th December 2006, the Provisional Consideration would be £103,604,679.

More Definitions of Provisional Consideration

Provisional Consideration means the provisional consideration payable for the Shares, as specified in clause 3.1;

Provisional Consideration means the issue of the Consideration Shares, credited as fully paid, and the Cash Consideration;

Provisional Consideration has the meaning given in schedule 1;

Provisional Consideration means the consideration for the Sale Shares of US$4,090,200 stated in clause 3.1;

Provisional Consideration has the meaning assigned to it in Article 2.1.

Provisional Consideration has the meaning given in SCHEDULE 5;

Provisional Consideration means the consideration for the Sale Shares and the Transferred WGL Indebtedness of $7,750,000 stated in clause 3.1; and