Consideration Allocation Schedule definition

Consideration Allocation Schedule has the meaning set forth in Section 2.6.
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Consideration Allocation Schedule means the consideration allocation schedule to be delivered by the Seller Representative to Purchaser at least three (3) Business Days prior to the Closing.
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Consideration Allocation Schedule shall have the meaning given to such term in Section 2.8.
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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.


More Definitions of Consideration Allocation Schedule

Consideration Allocation Schedule means, as delivered and updated by the Stockholder Representative in accordance with the terms of this Agreement, a schedule, in a form reasonably acceptable to Buyer, setting forth an exact description of the amounts payable in respect of the transactions contemplated by this Agreement to the Sellers, including: (a) the name of each Seller, (b) the amount of Equity Interests held by each Seller as of the date of the delivery or update of the Consideration Allocation Schedule, as applicable, together with a detailed breakdown of (i) the number of Shares held by each Seller and (ii) as applicable, the date of grant, term, number of Warrants or number of Shares subject to the Options as of the date of the delivery or update of the Consideration Allocation Schedule, the exercise price or reference price of Warrants, and, in the case of an Option, the portion, if any, of such Options that is unvested as of the date of the delivery or update of the Consideration Allocation Schedule, and the option plan under which such Option was granted, and (c) each Seller’s Aggregate Percentage Interest payable to all Sellers pursuant to the upcoming payment to the Sellers by Buyer pursuant to which such initial delivery or update is made calculated in accordance with this Agreement, and wire instructions for transfer of funds for each such Seller.
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Consideration Allocation Schedule has the meaning set forth in Section 1.4(b).
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Consideration Allocation Schedule means the consideration allocation schedule set forth in Schedule VII attached hereto, as amended by the Company prior to the Closing Date to account for changes thereto in accordance with this Agreement, prepared by and under the responsibility of the Company and approved by the Transferors’ Representative. Consideration Interests means GGB Shares and LP Units.
Sample 1

Related to Consideration Allocation Schedule

  • Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).

  • Allocation Schedule has the meaning set forth in Section 2.07.

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • conditional allocation ’ means an allocation to a province or municipality from the national government’s share of revenue raised nationally, envisaged in section 214(1)(c) of the Constitution, as set out in Schedule 4, 5, 6 or 7;

  • Asset Allocation The following single issuer limits shall apply on a market value basis, with exception of Money-Market funds and US Government guaranteed securities, which may be held without limit:

  • Tax Allocations means the allocations set forth in paragraph 4 of Exhibit B.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Country Limitation Schedule means the schedule published from time to time by Ex-Im Bank setting forth on a country by country basis whether and under what conditions Ex-Im Bank will provide coverage for the financing of export transactions to countries listed therein.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Required Allocations means any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(d)(i), Section 6.1(d)(ii), Section 6.1(d)(iv), Section 6.1(d)(v), Section 6.1(d)(vi), Section 6.1(d)(vii) or Section 6.1(d)(ix).

  • Allocation Notice shall have the meaning assigned to such term in Section 11.14(i) hereof.

  • Initial Allocation means the conditional setting aside by MBOH of HCs from a particular year’s federal LIHTC allocation to the state for purposes of later Carryover Commitment and/or Final Allocation to a particular Project, as documented by and subject to the requirements and conditions set forth in a written Reservation Agreement, the Applicable QAP and federal law.

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Class B Fixed Allocation means, with respect to any Monthly Period following the Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class B Investor Interest as of the close of business on the last day of the Revolving Period and the denominator of which is equal to the Investor Interest as of the close of business on the last day of the Revolving Period.

  • Taxable Allocation means, with respect to any Series, the allocation of any net capital gains or other income taxable for federal income tax purposes to a dividend paid in respect of such Series.

  • Cost Allocation Plan means central service cost allocation plan, public assistance cost allocation plan, and indirect cost rate proposal. Each of these terms are further defined in this section.

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Load allocation means the portion of a receiving water's loading capacity that is allocated to one

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Adjustment Escrow Amount means $1,000,000.

  • Final Allocation has the meaning set forth in Section 2.3.

  • Qualified Allocation Plan or “QAP” means this Qualified Allocation Plan, which was adopted by Board Action on November 16, 2016 and made effective as of January 1, 2017, and which was approved by the Governor of the State of New Mexico pursuant to Section 42(m)(1)(B) of the Code and sets forth the Project Selection Criteria and the preferences for Projects which will receive Tax Credits.

  • Conversion Schedule means the Conversion Schedule in the form of Schedule 1 attached hereto.

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).