Allocation of Merger Consideration Sample Clauses

Allocation of Merger Consideration. The parties agree that they will not take a position on any income tax return, before any governmental agency charged with the collection of any income tax, or in any judicial proceeding that is in any way inconsistent with the allocation (if any) of the Merger Consideration to the Company made by UniCapital following the Closing.

Allocation of Merger Consideration. The Exchange Agent shall effect the allocation among holders of PVFC Shares in accordance with the Election Forms as follows: (a) If the number of Cash Election Shares is less than one-half of the number of PVFC Shares outstanding at the Effective Time (the “Outstanding PVFC Shares”), then: (i) each of the Cash Election Shares (other than PVFC Dissenting Shares) shall be converted into the right to receive the Per Share Cash Consideration, (ii) the Exchange Agent will allocate first among the No-Election Shares (by the method of allocation described in Section 2.03(d)(i) below) and then, if necessary, will allocate among the Stock Election Shares (by the method of allocation described in Section 2.03(d)(ii) below), a sufficient number of non-Cash Election Shares (“Reallocated Cash Shares”) such that the sum of the number of Cash Election Shares plus the number of Reallocated Cash Shares equals one-half of the Outstanding PVFC Shares, and each of the Reallocated Cash Shares shall be converted into the right to receive the Per Share Cash Consideration, and (iii) each of the No-Election Shares (if any) and Stock Election Shares which are not Reallocated Cash Shares shall be converted into the right to receive the Per Share Stock Consideration. (b) If the number of Cash Election Shares is greater than one-half of the Outstanding PVFC Shares, then: (i) each of the Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration, (ii) the Exchange Agent will allocate first among the No-Election Shares (other than the PVFC Dissenting Shares) (by the method of allocation described in Section 2.03(d)(iii) below) and then, if necessary, will allocate among the Cash Election Shares (by the method of allocation described in Section 2.03(d)(iv) below), a sufficient number of Cash Election Shares (“Reallocated Stock Shares”) such that the number of remaining Cash Election Shares equals one-half of the Outstanding PVFC Shares, and each of the Reallocated Stock Shares shall be converted into the right to receive the Per Share Stock Consideration, and (iii) each of the No-Election Shares (if any) and Cash Election Shares (other than PVFC Dissenting Shares) which are not Reallocated Stock Shares shall be converted into the right to receive the Per Share Cash Consideration. (c) If the number of Cash Election Shares is equal to one-half of the Outstanding PVFC Shares, then subparagraphs (a) and (b) above shall not apply and all No-Election ...

Allocation of Merger Consideration. (a) The merger consideration (including the liabilities of the Company) and all other capitalizable costs (hereinafter, the "Consideration"), to the extent ------------- properly taken into account under Section 1060 of the Code, shall be allocated among each of the assets of the Company in the manner set forth in an Agreement (the "Allocation Agreement") between Raytheon and Xxxx. Xxxx and -------------------- Raytheon agree that they shall use their best efforts to enter into the Allocation Agreement prior to the Closing Date (provided that entering into such Allocation Agreement shall not be a condition to Closing). (b) Except as required by a Final Determination, Raytheon and Xxxx agree to (i) be bound by the Allocation, (ii) act in accordance with the Allocation in the preparation of financial statements and filing of all Returns (including filing Form 8594 with its Income Tax Return for the taxable year that includes the Closing Date) and in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (iii) take no position and cause their affiliates to take no position inconsistent with the Allocation for federal and state Income Tax purposes. (c) If an adjustment is made with respect to the Cash Merger Consideration pursuant to this Agreement, the Allocation shall be adjusted in accordance with Code Section 1060 and the regulations promulgated thereunder, and in accordance with the Allocation Agreement or as otherwise mutually agreed by Raytheon and Xxxx. In the event that an agreement as to the appropriate adjustment is not reached within thirty (30) days after the delivery of the Adjusted Closing Balance Sheet hereto, any disputed items shall be resolved pursuant to Section 2.8(e) hereof. Raytheon and Xxxx agree to file any additional information return required pursuant to the regulations under Code Section 1060 and to treat the Allocation as adjusted in the manner described in Section 2.5(b). (d) Not later than thirty (30) days prior to the filing of their respective Forms 8594 relating to this transaction, Xxxx and Raytheon shall deliver each to the other a copy of its Form 8594.

Allocation of Merger Consideration. Parent and the Shareholders agree that the Merger Consideration and the liabilities of the Company (plus other relevant items) will be allocated to the assets of the Company for all purposes (including tax and financial accounting) in a manner consistent with the fair market values set forth on Schedule 2.9 hereto. Parent, the Company and the Shareholders shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such values.)

Allocation of Merger Consideration. DPII shall provide to Axys on or before the date that is 150 days after the Closing Date, a proposed allocation of the Merger Consideration for the deemed sale of assets resulting from the making of the Section 338(h)

Allocation of Merger Consideration. The allocation of the Merger Consideration by Securityholders, if desired, is set forth in Exhibit 2.3.

Allocation of Merger Consideration. At the Closing, the Companies shall deliver to Parent a spreadsheet setting forth the final calculation of the portions of the Merger Consideration that are payable to the Company Stockholder upon the consummation of the Mergers or the expiration of the Holdback Period pursuant to the terms of this Agreement, including Sections 2.1, 2.2 and 2.8 (the “Consideration Spreadsheet”). No fraction of a share of Parent Common Stock or Parent Preferred Stock shall be issued by virtue of any Merger.

Allocation of Merger Consideration. The Consideration Shares and the Net Cash Consideration, together with any other items treated as “consideration” for tax purposes, shall to the extent required by applicable Law be allocated among the assets of the Company pursuant to the principles set forth in Schedule 2.14. The Parties shall file all Tax Returns and information reports in a manner consistent with such allocation, which schedule shall be agreed upon in good faith by Parent and the Representative as soon as practicable after the Closing Date and thereafter shall become a part of this Agreement. The Parties agree that the fair market value of the receivable reflecting the obligation of PurePenn owed to the Company is the full face amount of such obligation plus any accrued and unpaid interest thereon. Therefore, for purposes of the allocation described in this Section 2.14 to be set forth on Schedule 2.14, the Parties shall allocate to such receivable the full face amount of the obligation plus any such accrued and unpaid interest.

Allocation of Merger Consideration. This Section shall govern the allocation of the Cash Consideration and Stock Consideration among the holders of East Penn Financial Shares. (a) Initial Elections by Holders of East Penn Financial Shares. Each holder of one or more East Penn Financial Shares on the Record Date shall be entitled to preliminarily elect (i) to receive only shares of HNC Common Stock (a “Stock Election”), or (ii) to receive only cash (a “Cash Election”), or (iii) to received a mixture of Stock Consideration and Cash Consideration (a “Mixed Election”), but these elections shall nevertheless be subject to the allocation provisions of this Section 2.4, which shall in all events be controlling.

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