Consideration Schedule. In exchange and in support of the obligations and opportunities set forth in sections in this Agreement, Florida Hospital agrees to contribute TWO MILLION DOLLARS ($2,000,000.00) in cash or in kind to the School Board as provided herein. The cash portion shall be ONE MILLION DOLLARS ($1,000,00.00) in the aggregate over the course of the Agreement (subject to reduction in the event of opt-out by Florida Hospital as provided in this Agreement), payable in annual installments of TWO HUNDRED THOUSAND DOLLARS ($200,000.00). In addition, Florida Hospital and the School Board acknowledge in-kind services and other obligations of Florida Hospital outlined throughout this exclusive Agreement have an estimated value of not less than ONE MILLION DOLLARS ($1,000,000.00) in the aggregate.
Consideration Schedule. At least two Business Days prior to the Closing Date, the Company will deliver to Parent a statement (the "Consideration Schedule") setting forth each Stockholder's aggregate Per Share Portion with respect to such Stockholder's Company Shares and each Optionholder's aggregate Per Share Portion with respect to such Optionholder's Options, in each case, of (a) the Closing Residual Cash Consideration, (b) the Representative Reserve Fund, and (c) the Adjustment Escrow Account. Notwithstanding anything to the contrary in this Agreement or any knowledge possessed or acquired by or on behalf of Parent or the Surviving Corporation or any of their respective Affiliates, it is expressly acknowledged and agreed that Parent, Merger Sub, the Surviving Corporation and their respective Affiliates will be entitled to rely on the allocation of the Merger Consideration among the Stockholders and the Optionholders set forth in the Consideration Schedule, without any obligation to investigate or verify the accuracy or correctness thereof, and to make payments in accordance therewith, and in no event will Parent, Merger Sub, the Surviving Corporation or any of their respective Affiliates have any Liability to any Person (including the Representative and any of the Stockholders and Optionholders) in connection with any claims relating to any misallocation of the Merger Consideration among the Stockholders and the Optionholders set forth in the Consideration Schedule, any determination by the Representative in connection therewith, or payments made by any Person (including Parent, Merger Sub, the Surviving Corporation, the Escrow Agent, the Paying Agent and their respective Affiliates) in accordance therewith.
Consideration Schedule. No later than two (2) Business Days prior to the Closing Date, the Company shall deliver to THMA a consideration schedule (the “Consideration Schedule”) setting forth: (a) (i) the name of each Eligible Company Equityholder as of such time, (ii) the number of Company Common Shares held thereby, (iii) the number of each series of Company Preferred Shares held thereby, (iv) the number of Company Shares subject to each Company Option held thereby, as well as whether each such Company Option will be a Vested In-the-Money Option as of immediately prior to the Effective Time, (v) the number of Company Shares subject to the Assumed Warrants held thereby, and (vi) the exercise price of such Company Options or Assumed Warrants, (b) (i) the name of each holder of a Rollover Option or Assumed Warrant, (ii) the number of Rollover Options and Assumed Warrants held thereby, (iii) the number of Company Shares subject to each Rollover Options and Assumed Warrants held thereby and (iv) the exercise price of such Rollover Options and Assumed Warrants, (c) (i) the Per Share Upfront Consideration, (ii) the portion of the Transaction Share Consideration allocated to each Eligible Company Equityholder and (iii) the Earn Out Pro Rata Share for each Earn Out Eligible Company Equityholder; provided, that such calculation shall not take into account any Rollover Options or any Assumed Warrants held by such Earn Out Eligible Company Equityholder, and (d) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a), (b) and (c) is, and will be as of immediately prior to the Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3 and (ii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(d). The Company will review any comments to the Consideration Schedule provided by THMA or any of its Representatives and consider in good faith all reasonable comments on the final Consideration Schedule. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of THMA Class A Shares that each Eligible Company Equityholder will have a right to receive in respect of the Transaction Share Consideration pursuant to Section 2.1(a)(vii) will be rounded down to the nearest whole share, (B) in no event shall the aggregate number of THMA Class A Shares set forth on the Consideratio...
Consideration Schedule. The Company shall prepare and deliver to Purchaser, at least two business days prior to the Closing Date, a complete and correct schedule (the “Consideration Schedule”), setting forth (i) the names of all the Stockholders and holders of Outstanding Options and Warrants and their respective addresses as reflected in the records of the Company; (ii) the number of shares of Common Stock or Preferred Stock held by, or subject to the Outstanding Options or Warrants held by, such holders and, in the case of Common Stock and Preferred Stock, the respective certificate numbers if and where applicable; (iii) the exercise price per share of Common Stock (or Preferred Stock) of each Outstanding Option or Warrant;
Consideration Schedule. Parent, Xxxxxxx, the Company and Founders LLC shall have delivered final versions of Schedule B and Schedule C.
Consideration Schedule. No later than three (3) Business Days before the Closing, the Company shall deliver to Buyer and Paying Agent the updated Consideration Schedule (to reflect the purchase by one or several of the Securityholders of Shares from the Minority Shareholders) setting forth (i) the name and mailing address of each Securityholder; (ii) the Sold Shares and the sold Shareholder Loans held by each Securityholder, in each case as of immediately prior to the Closing; (iii) each Securityholder’s Pro Rata Portion of the Escrow Amount; (iv) the Estimated Net Debt and each Securityholder’s Pro Rata Portion of Estimated Net Debt; (v) each Securityholder’s Pro-Rata Portion of the Closing Consideration (including the amount of cash and number of shares of CryoLife Common Stock to which such Securityholder is entitled), payable to each such Securityholder with respect to their respective Sold Shares; (vi) each Securityholders’ share of the Consideration for the Shareholder Loans and (vii) as applicable, with respect to any Shares issued on or after January 1, 2011 or any other Shares, in each case constituting a “covered security” under Treasury Regulation § 1.6045-1(a)(15), the cost basis and date of issuance of such Shares or Shares. The Paying Agent shall be responsible for the distribution of such amounts delivered to the Paying Agent. Upon (i) paying the Escrow Amount to the Escrow Agent, (ii) payment of the Consideration for the Shareholder Loans and the cash portion of the Closing Consideration to the Paying Agent, and (iii) instructing the Transfer Agent to reflect in book entry form the issuance of the CryoLife Common Stock issuable as Closing Consideration to the Securityholders as set forth in the Consideration Schedule, CryoLife, Parent and Buyer shall have fulfilled their respective obligations with respect to the Closing, subject to the Acquisition Consideration adjustment set forth in Article III.
Consideration Schedule. The Company shall provide to the Buyer prior to the Closing a true, complete and accurate list of each Selling Stockholder and Surrendering Optionee and the amount of Closing Consideration, First Anniversary Consideration and Earn-Out Amount each such individual or entity is entitled to pursuant to Section 1.3 and 1.4 (the "CONSIDERATION SCHEDULE"). The Consideration Schedule shall be deemed a part of this Agreement for all purposes hereunder.
Consideration Schedule. No later than two (2) Business Days prior to the Closing Date, the Company shall deliver to DHHC a consideration schedule (the “Consideration Schedule”) setting forth:
Consideration Schedule. Not later than three (3) Business Days prior to the Closing Date, the Sellers have delivered to Parent a schedule (the “Consideration Schedule”) attaching the Estimated Effective Date Schedule and setting forth: (A) the amount of Closing Date Debt and a statement of the amount due to each holder of the Closing Date Debt, (B) the amount of the Company Transaction Expenses and a statement of the amount owed to each payee of the Company Transaction Expenses, (C) the Estimated Base Purchase Price, and (D) the allocation among the Sellers of the amount payable pursuant to Section 2.3(a).
Consideration Schedule. Not later than three (3) Business Days prior to the Closing Date, the Sellers’ Representative shall deliver to Purchaser a schedule (the “Consideration Schedule”) attaching the Estimated Closing Date Schedule and setting forth: (A) the amount of Closing Date Debt and a statement of the amount due to each lender of the Closing Date Debt, (B) the amount of all Company Transaction Expenses to be paid at the Closing and the payees thereof, (C) the Estimated Base Purchase Price, (D) the Company Equity Value and the Per Share Equity Value, (E) the Arabica Equity Value, and (F) the allocation among the Sellers of (1) the amount payable pursuant to Section 2.3(a)(i), (2) the Indemnity Escrow Amount, (3) the Working Capital Escrow Amount, and (4) the Sellers’ Representative Fund.
