Closing Allocation Schedule definition

Closing Allocation Schedule means a schedule setting forth the allocation of the Initial Cash Consideration and the Initial Share Value Amount among the Sellers on the Closing Date attached hereto as Schedule 1.1(a).

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Closing Allocation Schedule has the meaning given in Section 1.5(i).

Closing Allocation Schedule shall have the meaning ascribed to it in Section 1.6(a). "Closing Date" shall have the meaning ascribed to it in Section 1.7.

Examples of Closing Allocation Schedule in a sentence

The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject to the Seller’s review and reasonable objection, to be resolved by good-faith negotiations between the Purchaser and the Seller.
The Seller Parties shall cause the First Closing Allocation Schedule to be delivered to Buyer no later than five (5) Business Days prior to the First Closing Date.
Simultaneously with the First Closing (and following the satisfaction or waiver of the conditions set forth in Article VII and Article VIII), the Company shall transfer the Deposit to the Selling Shareholders and the Option Holders Representative in accordance with the First Closing Allocation Schedule.
Within such 90 days, Investor shall prepare and deliver to ITW its proposed amendments to the Closing Allocation Schedule setting forth a proposed final allocation among the Acquired Assets by country (the “Final Allocation Schedule”).
The Closing Allocation Schedule also shall set forth each Company Holder’s Pro Rata Portion and each such Company Holder’s allocation (expressed as a dollar amount) of each of the Escrow Account, Stockholder Representative Fund.
The Closing Allocation Schedule shall set forth with respect to each “covered security” (as defined in Section 6045 of the Code), the acquisition date and tax basis of such security.
The Closing Allocation Schedule shall be subject to amendment as set forth in clause (2) of this Section 1.5(i).
The Sellers’ Representative shall deliver the First Closing Allocation Schedule to the Buyer on or immediately prior to the First Closing Date.
The Remaining Share Consideration (if any) shall be issued, to the Selling Shareholders as set forth opposite their respective names in the Earnout Closing Allocation Schedule to be delivered by the Sellers’ Representative to the Buyer five (5) Business Days before the Earnout Closing Date.
Upon the resolution of any Pending Claim, Parent shall pay the then remaining balance of the Holdback Amount (less an amount equal to Parent’s good faith, reasonable estimation of incurred or potential Losses with respect to all then outstanding Pending Claims) to the Paying Agent for payment to the Company Holders in accordance with the Closing Allocation Schedule.

More Definitions of Closing Allocation Schedule

Closing Allocation Schedule is defined in Section 1.6(b).

Closing Allocation Schedule has the meaning set forth in Section 2.11.

Closing Allocation Schedule is defined in Section 1.4(d) of this Agreement.

Closing Allocation Schedule a schedule, to be delivered by the Company to Acquiror as provided in Section 2.9(a), setting forth:

Closing Allocation Schedule means the schedule to be delivered to Buyer at least three Business Days prior to the anticipated Closing Date, setting forth a list of (a) all Sellers, (b) the number and class of Equity Interests of the Partnership or the General Partner held by such Sellers immediately prior to the Closing, (c) the percentage of the Purchase Price payable to each Seller, and (d) wire instructions for any payment hereunder to be made to such Seller.

Closing Allocation Schedule means a schedule prepared by the Company and delivered to Parent at the Effective Time in substantially the form of Schedule 1.8 attached hereto (Schedule 1.8 is referred to as the “Preliminary Allocation Schedule”) showing, in each case as of the Closing Date, (1) the total number of shares of Company Stock outstanding, (2) the number of shares of Company Stock held by each Company Shareholder and the corresponding pro rata ownership percentage of such Company Shareholder, and the address of such Company Shareholder, (3) the maximum amounts of Closing Merger Consideration, Earn-out Amount and Holdback Amount payable to each Company Shareholder, (4) the amounts due and payable to each Company Noteholder with respect to the Company Notes (based on interest accrued through February 28, 2010), (5) the amount of Severance Payments payable to specified employees of the Company, (6) the amounts of Employee Loans due and payable to each Employee, (7) the amount due and payable under the IDED Loan and (8) a good faith estimate of the amount of Transaction Expenses due and payable.

Related to Closing Allocation Schedule

Allocation Schedule has the meaning set forth in Section 2.07.
Purchase Price Allocation Schedule has the meaning given to it in Section 2.7(a).
Purchase Price Allocation has the meaning set forth in Section 2.6(a).
Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

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