Early Termination Schedule definition
Early Termination Schedule is defined in Section 4.2 of this Agreement.
Early Termination Schedule is defined in Section 4.2(b).
Early Termination Schedule has the meaning set forth in Section 4.4.
Examples of Early Termination Schedule in a sentence
The date on which such Early Termination Schedule becomes final in accordance with Section 2.4(a) shall be the “Early Termination Reference Date”.
Within five Business Days after agreement between a Participant and the Corporation of the applicable Early Termination Schedule, the Corporation will make the applicable Early Termination Payment to the Participant; provided, however, that in the case of an Acceleration Event that is a Change of Control, the Corporation will make all Early Termination Payments upon the occurrence of the Change of Control.
Each Early Termination Schedule will be finalized in accordance with Section 2.07(a) applied mutatis mutandis.
The Expert shall resolve any matter relating to (i) an Attribute Schedule, Early Termination Schedule or an amendment to either within thirty (30) calendar days and (ii) a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution.
More Definitions of Early Termination Schedule
Early Termination Schedule is defined in Section 3.02(a)(i) of this Agreement.
Early Termination Schedule is defined in Section 3.02(a)(i).
Early Termination Schedule is defined in Section 4.2 of this Agreement. “Estimated Tax Benefit Payment” is defined in Section 3.4 of this Agreement. “Exchange” means any Sale, Direct Exchange, Redemption or Section 734(b) Distribution.
Early Termination Schedule is defined in Section 4.3. “Early Termination Payment” is defined in Section 4.4(b). “Early Termination Rate” means SOFR plus 100 basis points. “Expert” is defined in Section 6.8.
Early Termination Schedule is defined in Section 4.2 of this Agreement. “Exchange” means, collectively, the Merger and any other acquisition by Parent of Class B Exchangeable Units including by means of an exchange of Class B Exchangeable Units for Common Stock.
Early Termination Schedule is defined in Section 4.2 of this Agreement. “Escrow Agreement” means the Escrow Agreement, dated as of July 27, 2021, by and among the Corporate Taxpayer, the TRA Party Representative and Wilmington Trust, National Association, as escrow agent. “Exchange Agreement” means each of the Exchange Acknowledgement and Agreements, dated as of July 27, 2021, by and among the Corporate Taxpayer, the Initial TRA Party, Crackle Holdings GP LLC and the respective management unitholders identified on the signature page attached thereto. “Expert” is defined in Section 7.9 of this Agreement. “Forfeited Escrow Funds” means Escrow Funds in respect of any Additional Payments (each as defined in the Escrow Agreement) that are forfeited in accordance with the applicable Exchange Agreement and the Escrow Agreement. “Future TRAs” is defined in Section 5.1 of this Agreement. “H&F Party” means any TRA Party that is an Affiliate of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Capital Partners VIII, L.P., ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLC or any of their respective Affiliates, investment funds or successors. For the avoidance of doubt, the Initial TRA Party is an H&F Party. “Hypothetical Tax Liability” means, with respect to any Taxable Year, the sum of (i) the liability for U.S. federal income Taxes of the Corporate Taxpayer using the same methods, elections, conventions and similar practices used on the relevant Corporate Taxpayer Return and (ii) the product of the U.S. federal taxable income of the Corporate Taxpayer determined in connection with clause (i) of this sentence and five percent (5%), but calculated without taking into account the use of Tax Benefits, if any. For the avoidance of doubt, Hypothetical Tax Liability shall be determined without taking into account the carryover or carryback of any Tax item (or portions thereof) that is attributable to the Tax Benefits. “Imputed Interest” means any interest imputed under Section 1272, 1274 or 483 or other provision of the Code and any similar provision of state or local Tax law, as applicable, with respect to the Corporate Taxpayer’s payment obligations under this Agreement. “Initial TRA Party Distribution” is defined in the Preamble to this Agreement “Interest Amount” is defined in Section 3.1(b) of this Agreement. “IPO” means the initial public offering of Common Stock by the Corporate Taxpayer. “IPO Date” means the closing date of the IPO.
Early Termination Schedule is defined in Section 4.02 of this Agreement. “Existing Stockholders” means (i) the common stockholders and (ii) any Person who acquires rights under this Agreement pursuant to Section 7.06(a) (and such Person shall be considered an Existing Stockholder for purposes of this Agreement to the extent the transferor was so considered); provided, however, that any Person considered an Existing Stockholder shall cease to be an Existing Stockholder when such Person no longer holds any rights under this Agreement pursuant to Section 7.06(a). “Existing Stockholders Representative” is defined in the preamble of this Agreement. “Expert” is defined in Section 7.09(a) of this Agreement. “Individual Stockholder” means any Existing Stockholder that is an individual or an Affiliate of an individual. “Individual Termination Payment” is defined in Section 4.01(f) of this Agreement. “Interest Amount” is defined in Section 3.01(b) of this Agreement. “IPO” shall mean the initial public offering of common stock of the Corporation pursuant to the Registration Statement. “ITR Payment” means any Tax Benefit Payment, Early Termination Payment, Divestiture Acceleration Payment or Individual Termination Payment required to be made by the Corporation to the Existing Stockholders under this Agreement. “Material Objection Notice” has the meaning set forth in Section 4.02. “Net Tax Benefit” has the meaning set forth in Section 3.01(b). “NOLs” is defined in the preamble of this Agreement “Objection Notice” has the meaning set forth in Section 2.03(a).