Consideration Statement definition

Consideration Statement has the meaning set forth in Section 2.09(a).
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Consideration Statement means the schedule attached hereto as Annex A (as updated per Section 2.03(c)) that sets forth: (i) the name of each Seller, (ii) the portion of the Cash Balance that each Seller is entitled to receive at Closing, if any; (iii) the portion of the Closing Date Payment that each Seller is entitled to receive at Closing, if any; (iv) the number of shares of Common Stock that each Seller is entitled to receive at Closing, if any; and (v) each Seller’s Pro-Rata Share.
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Consideration Statement has the meaning assigned to such term in Section 2.5(a).
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Examples of Consideration Statement in a sentence

  • The Merger Consideration Statement and the Merger Consideration Components, as calculated, shall be final, conclusive and binding on the parties if no Objection Notice is timely delivered prior to such 45th day following delivery of the Merger Consideration Statement.

  • In the event that SBEEG disagrees with the Merger Consideration Statement or the amount of any Merger Consideration Component as calculated, SBEEG shall deliver written notice of such disagreement to Parent and the Surviving Company (an “Objection Notice”).

  • The Closing Consideration Statement is true, correct and complete in all respects as of the Closing.

  • Sellers will be permitted to review Buyer's working papers (and all other financial information reasonably requested by Sellers directly) relating to the Deferred Consideration Statement.

  • If a Notice Disagreement is received by Buyer in a timely manner, then the Deferred Consideration Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any difference they may have with respect to any matter specified in the Notice of Disagreement or (y) the date the disputed matters are finally resolved by the Settlement Accountant (selected as set forth in Section 2.4).

  • Prior to four Business Days before the Closing Date, Verano may object to any Merger Consideration Statement by delivering to Member Representative a written statement setting forth its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith.

  • Within ninety (90) days after the end of each of the First Period, Second Period and Third Period, Buyer shall cause to be prepared and delivered to Sellers a statement (each, a "Deferred Consideration Statement"), prepared by Buyer acting in good faith, setting forth the Deferred Consideration, if any, with respect to such period, computed in accordance with this Article II.

  • During the 30-day period following the delivery of the Deferred Consideration Statement.

  • The Deferred Consideration Statement shall become final and binding on the parties hereto on the tenth day following delivery thereof to Sellers unless the Sellers give written notice of disagreement ("Notice of Disagreement") to Buyer prior to said date.

  • The fees and disbursements of the Sellers incurred in connection with the Notice of Disagreement shall be borne by the Sellers, and the fees and disbursements of Buyer in connection with the preparation of the Deferred Consideration Statement shall be borne by Buyer.


More Definitions of Consideration Statement

Consideration Statement the statement setting out the value of Actual Cash, the Actual Indebtedness and the Actual Working Capital as shown in, or derived from, the Completion Accounts, together with the resulting calculation of the Consideration, and as prepared and agreed or determined (as the case may be) in accordance with this Schedule;
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Consideration Statement has the meaning set forth in Section 2.10(a). Table Of Contents 2
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Related to Consideration Statement

  • Allocation Statement has the meaning set forth in Section 2.5.

  • Termination statement means an amendment of a financing statement which:

  • Distribution Statement has the meaning set forth in Section 5.02(c) of the Trust Agreement.

  • Completion Statement has the meaning given to that term in the Co-ordination Agreement; Conditions has the meaning given to that term in the Co-ordination Agreement;

  • Information Statement means the information statement to be made available to the holders of Parent Shares in connection with the Distribution, as such information statement may be amended or supplemented from time to time prior to the Distribution.