Merger Consideration Schedule definition

Merger Consideration Schedule is defined in Section 2.5(b).

Merger Consideration Schedule has the meaning ascribed to it by Section 3.4.

Merger Consideration Schedule has the meaning assigned in Section 2.8(e).

Examples of Merger Consideration Schedule in a sentence

• Stockholder Representative shall ensure that the Merger Consideration Schedule shall be prepared in accordance with, and that payment of the Class B Redemption Consideration and Merger Consideration shall comply in all respects with, the Company Certificate of Incorporation, the Company Stockholder Agreements, or any other Contract between any Company Group Member and any Stockholder.

• Except as set forth on Schedule 6.05, the Manager is and will be at Closing the record and beneficial owner of the Equity Interests set forth by its name on the Merger Consideration Schedule, free and clear of all Liens.

• To the extent the Post-Closing Adjustment Amount is payable to Parent but is less than $500,000, then shares of Parent Stock equal to (A) the difference between $500,000 and the Post-Closing Adjustment Amount divided by (B) $25.00, shall be released from the Holdback Shares and distributed by the Escrow Agent to the holders of Company Stock as set forth on the Merger Consideration Schedule.

• Notwithstanding the foregoing and notwithstanding anything set forth to the contrary in the Merger Consideration Schedule, Parent shall make all payments to Non-Accredited Securityholders in cash rather than Parent Common Stock.

• The Merger Consideration Schedule delivered at the time of the execution of this Agreement calculates the Closing Merger Consideration allocable to the holders of the Company Stock on the basis that such conversion has occurred.

More Definitions of Merger Consideration Schedule

Merger Consideration Schedule. Section 1.02(b)(vi) “Merger Sub” Preamble

Merger Consideration Schedule means Schedule A attached hereto, which (i) as of the date hereof, sets forth the following, calculated in accordance with the terms and conditions of the Company’s Governing Documents as in effect on the date hereof and assuming that the Closing occurred on the date hereof: (A) the Per Share Payment (assuming no deductions related to the Escrow Amount) for each Seller, (B) the portion of the Escrow Amount that each Seller would receive if the full Escrow Amount is released to the Representative for further distribution in accordance with the terms of this Agreement and the Escrow Agreement, and (C) the amount of Purchase Price to be paid to each Seller at the Closing under Section 2.9(b)(iv), (ii) sets forth a detailed breakdown of the manner in which the Escrow Amount (including the Management Escrow Bonuses) would be distributed if the full Escrow Amount is released to the Representative (for further distribution to or on behalf of the Sellers), including the Persons to whom the Escrow Amount would be distributed and the amount and priority of such distributions, and (iii) shall be updated in accordance with Section 6.14 to set forth the foregoing information as of the actual Closing Date.

Merger Consideration Schedule has the meaning set forth in Section 6.13 below.

Merger Consideration Schedule means the statement delivered by the Company pursuant to Section 2.8(a) setting forth each Member’s Pro Rata Portion of the Merger Consideration payable to such Member, and all Members, at Closing.

Merger Consideration Schedule means a spreadsheet provided by the Representative setting forth (i) with respect to each Series A Unit, the amount of the Per-Series A Unit Closing Consideration, (ii) with respect to each Class A Common Unit, the amount of the Per-Class A Common Unit Closing Consideration, (iii) with respect to each Class B Common Unit, the amount of the Per-Class B Common Unit Closing Consideration, (iv) with respect to each Class C Common Unit, the amount of the Per-Class C Common Unit Closing Consideration, (v) with respect to each Class D Common Unit, the amount of the Per-Class D Common Unit Closing Consideration, (vi) with respect to each Vested In-the-Money Option, the amount of the Per-Option Closing Consideration, (vii) with respect to each Securityholder, (A) the name, address, e-mail address (if available) of such Securityholder, (B) the number and type of Company Units held by, or subject to the Options held by, such Securityholder, (C) the number of Company Units subject to, and the exercise price per Company Unit in effect for, each Option held by such Securityholder, (D) the calculation of the Unitholder Closing Cash Payment and the Optionholder Closing Cash Payment payable to such Securityholder pursuant to Section 1.02 and Section 1.03, (E) the calculation of the Additional Merger Consideration payable to such Securityholder pursuant to Section 1.02 and Section 1.03 (to the extent such amount can be calculable at the time of delivery of the Merger Consideration Schedule or any Updated Merger Consideration Schedule, as applicable, hereunder), (F) the calculation of such Securityholder’s Pro Rata Percentage and (G) whether such Securityholder is an Employee Optionholder or Non-Employee Optionholder, and (viii) as, if and when the following information is contemplated by the terms of this Agreement to be included in the Merger Consideration Schedule (for the avoidance of doubt, the Merger Consideration Schedule that is delivered by the Representative in connection with the Closing does not need to include such information), (A) the portion of the Excess Amount that is payable to each of the Securityholders under Section 1.10(a), (B) the portion of the Remaining Escrow Amount that is payable to each of the Securityholders under Section 1.11, and (C) the portion of the Remaining Representative Reserve Fund Amount that is payable to each of the Securityholders under Section 1.13. The amounts specified in the Merger Consideration Schedule shall be calculated co...

Merger Consideration Schedule means the schedule set forth on Schedule B attached hereto, as shall be updated by the Company at Closing, setting forth the calculation of the Merger Consideration and the allocation of the Merger Consideration to the Equityholders.

Merger Consideration Schedule shall have the meaning set forth in Section 1.5.