Provisional Consideration definition

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

Provisional Consideration the consideration for the Sale Shares specified in Clause 3.1 of this Agreement; ”Purchaser’s Accountants” Deloitte and Xxxxxx XXX xx 0 Xxxx Xxxxxx Xxxxx XX0 0XX or such other firm of chartered accountants as the Purchaser may nominate in writing from time to time to be its accountants for any of the purposes of this Agreement; ”Purchaser’s Solicitors” Sandersons of 00 Xxxxxxxxxx Xxxxxx Xxxxxxxx xxxx Xxxx XX0 0XX (Ref: DAR/EDC); ”Restricted Business” the business or businesses of providing services and producing goods for clients for and in the management and production of visual brand communication for use on or in packaging and advertising and at point of sales including (without limitation) project management design artwork colour separation production of samples proofing colour management and flexographic plate making and any other business which is carried on by the Company at the date of Completion or which at or prior to Completion the Company has determined to carry on with a view to profit and references to “Restricted Business” shall include all and any such business or businesses; ”EBITDA Retention” the sum of the Studios EBITDA Retention and the Thames EBITDA Retention; ”EBITDA Retention Account” A bank account in the joint names of the Vendors’ Solicitors and the Purchaser’s Solicitors with the Royal Bank of Scotland plc to be operated in accordance with Clause 8 and the EBITDA Retention Account Letter; ”EBITDA Retention Account Letter” the letter of instruction in the agreed terms in relation to the operation of the EBITDA Retention Account to be delivered by the Vendors and the Studios Vendors and the Purchaser to the Vendors’ Solicitors and the Purchaser’s Solicitors on Completion; ”Sale Shares” the shares to be bought and sold pursuant to Clause 2 of this Agreement; ”SSAP” any statement of standard accounting practice issued by the Institute of Chartered Accountants for application in England and Wales and where referenced by a number means that particular statement; ”Statement” a statement in the agreed form relating to the sale and purchase of the Sale Shares contemplated by this Agreement; ”TCGA” the Taxation of Chargeable Gains Xxx 0000; ”Tax” and “taxation” all forms of taxation including (without limitation) corporation tax advance corporation tax income tax capital gains tax the charge under ICTA Section 601(2) value added tax the charge under Schedule 9A of VATA customs and other import duties inheritance tax stamp duty land tax st...

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

Examples of Provisional Consideration in a sentence

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

• If an agreement is reached on the IRS Amount on or before the Closing Date, then the IRS Amount shall be included in the determination of the Provisional Consideration.

• The Provisional Consideration shall be paid by the Purchaser to the Sellers in immediately available funds at the Closing as per Clause 2.6 above.

• Any reduction in the Provisional Consideration shall be effected by a reduction in the principal outstanding under the Loan Notes, and the Vendor shall deliver such of the certificates issued un the Loan Notes, and which are the latest in time due for payment back to the Purchaser for cancellation to satisfy on a £ for £ basis any reduction in the Consideration made pursuant to paragraph 5.2 above.

• The Provisional Consideration shall be subject to adjustment in accordance with Schedule 2 (Adjustment of Consideration).

More Definitions of Provisional Consideration

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

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

Provisional Consideration the consideration for the Sale Shares specified in Clause 3.1 of this Agreement;

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

Provisional Consideration has the meaning given in clause 3.1(a) of this Agreement;

Provisional Consideration the consideration payable for the Shares as specified in clause 3.1; __________ *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Provisional Consideration has the meaning given in SCHEDULE 5;