Examples of Consideration Allocation Schedule in a sentence
At Closing, Parent will pay in trust to the Exchange Agent (as defined below) for the benefit of each Stockholder, Warrantholder or Eligible Optionholder (the “Exchange Fund”), by wire transfer of immediately available funds, the Aggregate Initial Consideration Amount set forth on the Aggregate Consideration Allocation Schedule.
NGL Subsidiary and SemStream shall make appropriate adjustments to the Consideration Allocation Schedule to reflect any adjustments to Aggregate Consideration or other relevant items.
In the event NGL Subsidiary and SemStream cannot agree on the Consideration Allocation Schedule each Party may allocate the Aggregate Consideration for their respective separate Tax reporting purposes in their discretion.
The Aggregate Consideration Allocation Schedule is true, accurate and complete.
The Parties shall file all Tax Returns, including, in the case of Buyer, IRS Form 8594, in a manner consistent with such values, and no Party shall take any position in any Tax Return that is inconsistent with the Base Consideration Allocation Schedule, as adjusted, unless required to do so by a final determination as defined in Section 1313 of the Code.
The Consideration Allocation Schedule will be prepared in accordance with the applicable provisions of the Code.
If Parent and Buyer are not able to resolve any such objections, the matters in dispute shall be referred to the Independent Expert for prompt resolution (which resolution of the Independent Expert shall be consistent with the Consideration Allocation Schedule (with appropriate adjustments to reflect any payments under Section 1.05(a) or Section 1.05(b)) and conducted in a manner consistent with Section 1.04(b), applied mutatis mutandis).
NGL Subsidiary and SemStream agree to use commercially reasonable efforts to agree on the Consideration Allocation Schedule and, if agreed, to report for all Tax reporting purposes the transactions in accordance with the mutually agreed Consideration Allocation Schedule, as appropriately adjusted.
The Surviving Corporation shall pay and deliver to such holders of Vested Options the portion of the Merger Consideration to which such holder is entitled under Section 2.6(b)(i)(A), as set forth on the Merger Consideration Allocation Schedule and subject to any applicable Tax withholding requirements in the next Company payroll following Closing.
At the direction of the Stockholder Representative, the Escrow Agent will distribute to the Stockholders any funds or Stockholder Representative Fund Shares in the Stockholder Representative Fund on a pro rata basis in accordance with the Final Merger Consideration Allocation Schedule.