Allocation Waterfall definition

Allocation Waterfall means the allocation of the Merger Consideration among Unitholders and Warrantholders in accordance with Section 10.3(c) of the Company Operating Agreement.
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Examples of Allocation Waterfall in a sentence

  • Each Unit issued and outstanding immediately prior to the Effective Time (other than Dissenting Units, if any) shall be converted into the right to receive such Unit’s portion of the Merger Consideration calculated in accordance with the Allocation Waterfall, in cash, without interest, together with any amounts that may become payable in respect of such Unit in the future from the Escrow Funds and/or the Member Representative Expense Fund (if any), as provided in this Agreement and the Escrow Agreement.

Related to Allocation Waterfall

  • Allocation has the meaning set forth in Section 3.3.

  • 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:

  • Allocation Amount means, as of the Closing Date, the Series [•] Stated Principal Amount and on any date of determination thereafter, the sum of, without duplication, (a) the Allocation Amount determined as of the later of the Closing Date or the date of determination immediately prior to the then current date of determination, plus (b) the amount of all increases in the Series [•] Stated Principal Amount resulting from the issuance of additional Series [•] Notes since the prior date of determination, plus (c) all reimbursements, as provided in Section 4.04(e) or otherwise, of reductions in the Allocation Amount due to Investor Charge- Offs or Reallocated Principal Collections since the prior date of determination, minus (d) the amount of the reduction in the Allocation Amount due to Investor Charge-Offs since the prior date of determination, determined as set forth in Section 4.07, minus (e) the amount of the reduction in the Allocation Amount due to the application of Reallocated Principal Collections since the prior date of determination, determined as set forth in Section 4.08, minus (f) the amount deposited into the Principal Funding Account or (without duplication) deposited into the Distribution Account pursuant to Section 4.05(c) or paid to the Series [•] Noteholders (in each case, after giving effect to any deposits, allocations, reallocations or withdrawals to be made on that day) since the prior date of determination; provided, however, that (1) the Allocation Amount may never be less than zero, (2) the Allocation Amount may never be greater than the Adjusted Outstanding Dollar Principal Amount and (3) if there is a sale of Collateral in accordance with Section 4.14, the Allocation Amount will be reduced to zero upon such sale.

  • Allocation Date means, with respect to any Transfer Date, the Business Day which is immediately prior to such Transfer Date.

  • Required Allocations means (a) any limitation imposed on any allocation of Net Losses or Net Termination Losses under Section 6.1(b) or 6.1(c)(ii) and (b) any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iv), 6.1(d)(vii) or 6.1(d)(ix).