Distribution Waterfall definition

Distribution Waterfall is defined in, and shall be calculated in accordance with, the “Distribution Waterfall Schedule” attached hereto as Annex C, which shall be updated as necessary by the Company prior to the Closing.

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Distribution Waterfall means distributions to the Equityholders of the Merger Consideration in the order and in the amounts set forth therein; provided, that, the Distribution Waterfall delivered by the Company in connection with the Closing of the Merger as contemplated by and in accordance with Section 1 of this Agreement shall be fully compliant with the requirements of this Agreement and shall following such delivery by the Company in accordance with Section 1 of this Agreement serve as the Distribution Waterfall for purposes of this Agreement.

Examples of Distribution Waterfall in a sentence

Class A common stock in accordance with Section 3.10, equal to the applicable Pro Rata Share portion of the Earn-Out Consideration divided by the applicable Parent Stock Price, to be distributed to the Participating Equity Holders in accordance with the Distribution Waterfall and the provisions of this Agreement, provided that if (i) the Shift4 Payments, Inc.
The Holder Representative shall disperse to the Paying Agent for further distribution to the Escrow Participants and the Bonus Payment Recipient the remaining balance of the Holder Representative Expense Fund in accordance with the Distribution Waterfall, as and when determined by the Holder Representative in its sole discretion.
In addition, to ensure that the Distribution Waterfall is given effect as intended, the Parties have established the Reconciliation procedures set forth in Exhibit F to reconcile the amounts paid under this Agreement with the priorities under the Distribution Waterfall.
The Norwin School Board, by policy, has directed the Administration to grant no unpaid leaves of absences other than those agreed to in Article XXV.
It is acknowledged that, pursuant to the exercise of the Company’s powers under the Equity Plans, the Company has a contractual obligation to ensure the holders of Company RSU’s receive the consideration set-out above, which obligation will be satisfied upon payment of the consideration in accordance with this Merger Agreement and the Distribution Waterfall.

More Definitions of Distribution Waterfall

Distribution Waterfall means distributions and/or payment to the holders of Company Shares (including any Ordinary Shares issued pursuant to an exercise of the Company Warrant in accordance with Exhibit N), Vested Company Options and Vested Company RSUs of the Aggregate Consideration (and any adjustments thereto) and of the Post-Closing Payments, all in the order and in the amounts set forth in Exhibit O attached hereto; provided that it is understood by the parties to this Agreement (i) that the distributions to shareholders must be made in accordance with the provisions of the Memorandum of Association (taking into account Section 3.16), (ii) all payments and distributions to holders of the Vested Company Options and Vested Company RSUs pursuant to this Agreement are to be made pursuant to contractual rights [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. under the Equity Plans for such holders to receive the contractual payment as if Ordinary Shares had been issued in respect of the same, but less the aggregate exercise price applicable to such issuances) and for the avoidance of doubt, such contractual payment shall be made outside of the provisions of the Memorandum of Association; and (iii) the Exhibit O attached to this Agreement as of the date hereof is a form thereof that does not contain all of the detail required to be set forth in the Distribution Waterfall and that the final form of Distribution Waterfall delivered by the Company to Parent Sub along with the Closing Date Statement shall serve as the Distribution Waterfall for purposes of this Agreement. The Distribution Waterfall shall include the name, address and tax identification number (if known by the Company) of each such holder and the number of Company Shares or Company Options held by it respectively.

Distribution Waterfall has the meaning in Article 9.

Distribution Waterfall means distributions to the Sellers of the Closing Cash Consideration, the Final Cash Consideration (after taking into account all prior distributions hereunder), the Stock Consideration and the Escrow Amount (after taking into account all prior distributions hereunder) in the order and in the amounts set forth in Exhibit B attached hereto. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall have no Liability to any Seller or any other Person in the event there are any inaccuracies contained in the Distribution Waterfall (it being agreed that Buyer’s agreement to distribute amounts in accordance therewith is at the request of, and an accommodation to, the Sellers).

Distribution Waterfall means the order and manner of distributions to the Members as set forth in Section 4.2(b) of the Limited Liability Company Agreement.

Distribution Waterfall means a schedule setting forth, for each Company Member, based on the Estimated Per Interest Payment Amount for each Company Membership Interest held by such Person immediately prior to the Effective Time, the portion of the Closing Date Company Unit Consideration payable with respect to such Person in connection with the Closing, both in the aggregate and separated between the portion of Closing Date Company Unit Consideration attributable to Company Membership Interests held by such Person immediately prior to the Effective Time. An illustrative example of the Distribution Waterfall (giving effect to an illustrative Closing Date Company Unit Consideration equal to the Base Purchase Price) is set forth in Section 9.18(c) of the Company Disclosure Letter.

Distribution Waterfall has the meaning ascribed to it in Clause 2.3(a). “Entrustment Bank” has the meaning ascribed to it in the Recitals.

Distribution Waterfall has the meaning set forth in Section 2.5(b).