ALLOCATION OF STOCK CONSIDERATION Sample Clauses

ALLOCATION OF STOCK CONSIDERATION. You should complete Section 3 of the Election Form/Letter of Transmittal ONLY if (1) you are the registered holder of Axxxxxxx common shares represented by more than one Certificate and (2) you wish to specify your preference for the allocation of stock consideration (i.e., Park common shares) among those Axxxxxxx common shares to the extent that you become entitled to receive stock consideration for some or all of your Axxxxxxx common shares. You may wish to complete Section 3 of the Election Form/Letter of Transmittal even if you did not elect to receive stock consideration in Section 2 of the Election Form/Letter of Transmittal in the event that you become entitled to receive stock consideration as a result of the allocation and proration procedures set forth in the Merger Agreement and described in the Prospectus/Proxy Statement. You should consult your tax advisors regarding the manner in which Park common shares should be allocated among your Axxxxxxx common shares and the specific federal income tax consequences thereof.
Sample 1
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ALLOCATION OF STOCK CONSIDERATION. The Stock Consideration, referenced in Section 2.1 above, shall be allocated in accordance with an allocation schedule to be agreed to by the parties at or before Closing. The parties each hereby covenant and agree that they will not take a position on any income tax return, before any governmental agency charged with the collection of any income tax, or in any judicial proceeding that is in any way inconsistent with the terms of this Section 2.2 and Section 2.3.
Sample 1
ALLOCATION OF STOCK CONSIDERATION. The Stock Consideration, referenced in Section 5.1 above, shall be allocated, other than as provided below, in accordance with an allocation schedule to be agreed to by the parties at or before Closing: - 200,000 shares of stock allocated to Big Apple's right to provide pre and post-development waste services at Dade Recycling's property located at 15490 X. X. 00xx Xxxxxx, Xxxxx, Xxxxxxx xxx adjacent Trust Property. The parties each hereby covenant and agree that they will not take a position on any income tax return, before any governmental agency charged with the collection of any income tax, or in any judicial proceeding that is in any way inconsistent with the terms of this Section 5.2 and Section 5.3.
Sample 1

Related to ALLOCATION OF STOCK CONSIDERATION

  • Stock Consideration 3 subsidiary...................................................................53

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

  • Adjustment of Consideration Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Shares or similar event, then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share.

  • Other Consideration As additional consideration, Purchaser shall also assume the Assumed Liabilities at the time of Closing.

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • Determination of Consideration For purposes of this Section 3, the consideration received by the Company for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Option Consideration (a) (i) Owner hereby grants to the Operating Partnership an option (the “Option”) to acquire Owner’s interest in the leasehold estate created by the Ground Lease and all hereditaments thereto and all of Owner’s assets (other than Excluded Assets) as of the Valuation Date (collectively, the “Assets”) for the Consideration determined in accordance with Section 2(b), subject to closing adjustments as provided herein.

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

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