Aggregate Consideration Spreadsheet Sample Clauses

Aggregate Consideration Spreadsheet. Three (3) Business Days prior to the Closing Date, the Company and the Stockholder Representative shall deliver to Parent an updated draft of the Aggregate Consideration Spreadsheet setting forth the estimated amount and allocation of Aggregate Consideration that would be paid or issued to each Company Stockholder and holders of Company Stock Options pursuant to this Article III. At the Closing, the Company and the Stockholder Representative shall deliver to Parent the Aggregate Consideration Spreadsheet setting forth the final calculation of such amounts.
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Aggregate Consideration Spreadsheet. At least three (3) Business Days prior to the Closing Date, the Company and the Noteholder Representative shall deliver to Parent an initial draft of the Aggregate Consideration Spreadsheet. The Aggregate Consideration Spreadsheet is subject to the consent of Parent, such consent not to be unreasonably withheld (and the parties agree to use their commercially reasonable efforts to come to an agreement on the Aggregate Consideration Spreadsheet) The failure to raise or the raising of any objections shall not be a waiver of or limit on any rights Parent may otherwise have at equity or at law. At the Closing, the Company and the Noteholder Representative shall deliver to Parent the final Aggregate Consideration Spreadsheet setting forth the final calculation of the amounts for distribution in accordance with Section 3.3.
Sample 1
Aggregate Consideration Spreadsheet. Ten (10) Business Days prior to the Closing Date, the Company and the Stockholder Representative shall deliver to Parent an initial draft of the Aggregate Consideration Spreadsheet. No later than five (5) Business Days prior to the Closing, Parent may raise any reasonable objections Parent has with the Aggregate Consideration Spreadsheet. The Company will in good faith take into account such objection and, to the extent necessary, send in writing a revised Aggregate Consideration Spreadsheet (revised solely for purposes of taking into account such objections) no later than three (3) Business Days prior to the Closing Date for acceptance by Parent of such revised Aggregate Consideration Spreadsheet. The failure to raise or the raising of any objections shall not be a waiver of or limit on any rights Parent may otherwise have. At the Closing, the Company and the Stockholder Representative shall deliver to Parent the final Aggregate Consideration Spreadsheet setting forth the final calculation of the amounts for distribution in accordance with Section 3.2.
Sample 1
Aggregate Consideration Spreadsheet. Three (3) Business Days prior to the Closing Date, the Company, Columbia Blocker, TKH Blocker and the Stockholder Representative shall deliver to Parent an updated draft of the Aggregate Consideration Spreadsheet setting forth the estimated amount and allocation of Aggregate Consideration that would be paid or issued to the recipients of the Subordinated Notes Pay-off Amount, the Unjust Enrichment Payment, if any, the Transaction Expenses, the Escrow Deposit Amount, the Stockholders Representative Reserve and the Xxxxx Bonus Amount, each Company Stockholder, the Columbia Seller and each TKH Seller pursuant to this Article III. At the Closing, the Company and the Stockholder Representative shall deliver to Parent the Aggregate Consideration Spreadsheet setting forth the final calculation of such amounts.
Sample 1

Related to Aggregate Consideration Spreadsheet

  • Aggregate Consideration 10.1 Agreement.......................................................................

  • Consideration Spreadsheet (a) At least three (3) Business Days before the Closing (the “Consideration Determination Date”), the Company shall prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), certified by the President & Chief Executive Officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Time except as set forth below, the following:

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Transaction Consideration The Transaction Consideration;

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

  • 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:

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

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