Consideration Statement definition

Consideration Statement has the meaning set forth in Section 2.09(a).
Sample 1Sample 2Sample 3
Consideration Statement means the schedule attached hereto as Annex A (as updated per Section 2.03(c)) that sets forth: (i) the name of each Seller, (ii) the portion of the Cash Balance that each Seller is entitled to receive at Closing, if any; (iii) the portion of the Closing Date Payment that each Seller is entitled to receive at Closing, if any; (iv) the number of shares of Common Stock that each Seller is entitled to receive at Closing, if any; and (v) each Seller’s Pro-Rata Share.
Sample 1Sample 2
Consideration Statement has the meaning set forth in Section 2.4(a).
Sample 1

Examples of Consideration Statement in a sentence

  • No fewer than three (3) Business Days prior to the Closing, Stockholders’ Agent shall deliver to Buyer a draft Closing Consideration Statement setting forth Seller’s reasonable, good faith determination of the Adjusted Consideration as of the Closing Date.

  • Each Earn-Out Consideration Statement will include a detailed description of the calculation of the Cumulative Free Cash Flow used to determine the Earn-Out Consideration in accordance with this Agreement.

  • The Closing Consideration Statement shall include Transaction Expenses incurred by the Company (on its own behalf or on behalf of the Company Stockholders or any other Person) and all Company Debt as of the Closing Date.

  • In respect of the fiscal year or transition period in which the Termination Date has occurred, the Earn-Out Consideration Statement will be delivered to Nyrstar concurrently with any payment of the Earn-Out Consideration for that fiscal year or transition period.

  • The Company shall have delivered to Parent the Merger Consideration Statement at least two business days prior to the Closing Date.

  • If Nightlife delivers an Call/Put Consideration Objection Notice within such period, then for a period of thirty (30) Business Days from the date of delivery of the Call/Put Consideration Objection Notice, Parent shall afford Nightlife and its agents or other representatives with reasonable access during normal business hours to the books and records of Parent so as to enable its review of the Call/Put Consideration Statement.

  • Sellers will be permitted to review Buyer's working papers (and all other financial information reasonably requested by Sellers directly) relating to the Deferred Consideration Statement.

  • The aggregate amount of Indebtedness of the Acquired Companies as of 12:01 AM eastern time on the Closing Date as set forth in the Cash Consideration Statement will not be understated in any material respect.

  • The Closing Consideration Statement shall include all Transaction Expenses and all Company Debt as of the Closing Date, all of which shall reduce the Up Front Consideration payable by Buyer on a dollar-for-dollar basis.

  • The Company shall have delivered to Parent the Closing Consideration Statement, which shall be prepared as required hereby and in form and substance reasonably satisfactory to Parent.


More Definitions of Consideration Statement

Consideration Statement the statement setting out the value of Actual Cash, the Actual Indebtedness and the Actual Working Capital as shown in, or derived from, the Completion Accounts, together with the resulting calculation of the Consideration, and as prepared and agreed or determined (as the case may be) in accordance with this Schedule;
Sample 1
Consideration Statement has the meaning assigned to such term in Section 2.5(a).
Sample 1
Consideration Statement has the meaning set forth in Section 2.10(a). Table Of Contents 2
Sample 1

Related to Consideration Statement

  • Allocation Statement has the meaning set forth in Section 2.5.

  • Termination statement means an amendment of a financing statement which:

  • Distribution Statement has the meaning set forth in Section 5.02(c) of the Trust Agreement.

  • Information Statement has the meaning set forth in Section 6.6.

  • Continuation statement means an amendment of a financing statement which:

  • Consent Solicitation Statement means the consent solicitation statement issued on June 15, 2020 by Odebrecht Engenharia e Construção S.A., among others.

  • Initial Registration Statement means the initial Registration Statement filed pursuant to this Agreement.

  • New Registration Statement has the meaning set forth in Section 2(a).

  • Merger Registration Statement means the registration statement, together with all amendments, filed with the SEC under the Securities Act for the purpose of registering shares of NYB Common Stock to be offered to holders of Synergy Common Stock in connection with the Merger.

  • Additional Registration Statement means a registration statement or registration statements of the Company filed under the 1933 Act covering any Additional Registrable Securities.

  • Remainder Registration Statement has the meaning set forth in Section 2(a).

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Exchange Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof.

  • Demand Registration Statement has the meaning set forth in Section 2.01(a).

  • Special Registration Statement means (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statements related to the issuance or resale of securities issued in such a transaction or (iii) a registration related to stock issued upon conversion of debt securities.

  • IPO Registration Statement means the Registration Statement on Form S-1 (File No. 333-196099), as amended, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Partnership’s initial public offering of such Common Units to the public.

  • Underlying Shares Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as a "selling stockholder" thereunder.

  • Conversion Shares Registration Statement means a registration statement that registers the resale of all Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

  • Form S-4 Registration Statement means the registration statement on Form S-4 to be filed with the SEC by Parent in connection with issuance of Parent Common Stock in the Merger, as said registration statement may be amended prior to the time it is declared effective by the SEC.

  • Rule 462(b) Registration Statement means any registration statement prepared by the Company registering additional Securities, which was filed with the Commission on or prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated by the Commission pursuant to the Securities Act.

  • Original Registration Statement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include, without limitation, the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date. At the time the Registration Statement was or will be originally declared effective and at the time the Company’s most recent annual report on Form 10-K was filed with the Commission, if later, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. During the Agency Period, each time the Company files an annual report on Form 10-K the Company will meet the then-applicable requirements for use of Form S-3 under the Securities Act.

  • Company Registration Statement shall have the meaning set forth in Section 3.5(a).

  • Closing Press Release has the meaning set forth in Section 5.4(b).

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.