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.

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.

Examples of Consideration Allocation Schedule in a sentence

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 Parties shall work together in good faith to resolve any disputes regarding such allocation (including, if necessary, by submitting any such disputes to the Accountant for resolution in the manner described in Section 2.07(b)) prior to the disbursement of any payment in respect of the claim, and shall amend the Consideration Allocation Schedule to reflect such allocation as agreed and/or resolved in accordance with this provision.
For Tax purposes, the Parties shall treat any payments made pursuant to Section 2.07 or Section 2.08 and any indemnity payments made pursuant to ARTICLE VIII as adjustments to the Cash Consideration in accordance with the amendments to the Consideration Allocation Schedule made with respect to such payments pursuant to Section 2.10(a), except to the extent otherwise required by Law.
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 shall make appropriate adjustments to the Consideration Allocation Schedule to reflect any adjustments to Aggregate Consideration or other relevant items.
Upon receipt by the Purchaser and approval thereof (which will not be unreasonably withheld, conditioned or delayed), the Final Merger Consideration Allocation Schedule will be appended to this Agreement as Exhibit D-2 hereto and appended as an appropriately numbered exhibit to the Escrow Agreement and Exchange Agent Agreement (and the Preliminary Merger Consideration Allocation Schedule for all purposes will have no further force or effect).
The Parties shall amend the Consideration Allocation Schedule following the finalization of the Closing Balance Sheet and Share Adjustment Calculation to reflect the allocations contained therein.
Corresponding adjustments shall be made to the applicable Consideration Allocation Schedule to reflect the payment of any amount pursuant to Section 1.05(a) or Section 1.05(b).
If the Merger Consideration has decreased as a result of such recalculation, Parent shall cancel an appropriate number of shares of Parent Common Stock, equal to the difference between the number of shares of Parent Common Stock issued as Merger Consideration on the Closing Date and the number of shares of Parent Common Stock constituting the Merger Consideration as so recomputed, based upon the Share Value, in accordance with the Merger Consideration Allocation Schedule.
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.

More Definitions of Consideration Allocation Schedule

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.

Consideration Allocation Schedule shall have the meaning given to such term in Section 2.8.

Consideration Allocation Schedule is defined in Section 2.3(a).

Related to Consideration Allocation Schedule

Purchase Price Allocation Schedule has the meaning given to it in Section 2.7(a).
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;

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