Further Distributions definition

Further Distributions means the sum of (a) the Released Escrow Amount, plus (b) any portion of the Adjustment Holdback Amount released pursuant to Section 2.15.3, plus (c) the amount of any Adjustment Surplus payable to the Holders pursuant to Section 2.15.3, plus (d) any portion of the Holders’ Representative Expenses Amount released pursuant to Section 8.4.5, plus (e) any amount payable to the Holders pursuant to Section 5.15.1, in each case without interest, if, when and to the extent payable pursuant to Article II, Article VIII and the Escrow Agreement.
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Further Distributions means the sum of (A) amounts released to Effective Time Holders from the Adjustment Escrow plus (B) the Working Capital Surplus plus (C) the Net Indebtedness Underpayment plus (D) amounts released to Effective Time Holders from the Indemnity Escrow plus (E) the Earnout Payments, in each case without interest, if, when and to the extent payable in accordance with this Agreement.
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Further Distributions means payments contemplated by this Agreement to be made to Participating Holders following the Closing, including payment of any Positive Adjustment Amount, and payments to Participating Holders upon release to them of funds remaining in the Adjustment Escrow Account, the Indemnity Escrow Account, and the Holders Representative Expense Reserve.
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Examples of Further Distributions in a sentence

  • Notwithstanding anything in this Agreement to the contrary, in no event shall the aggregate amounts to be paid to the Holders pursuant to this Agreement with respect to shares of Company Capital Stock and Company Options exceed (a) in respect of the amounts payable at the Closing, the Estimated Merger Consideration and (b) in respect of the amounts payable thereafter, the Further Distributions, if any, payable to the Holders.

  • If the Holders Representative is dissolved, resigns or is otherwise unable to fulfill its responsibilities hereunder, the Participating Holders shall (by consent of those Persons entitled to at least a majority of the Further Distributions), within ten days after such dissolution, resignation or inability, appoint a successor to the Holders Representative reasonably satisfactory to Parent.

  • If for any reason there is no Holders Representative at any time, all references herein to the Holders Representative shall be deemed to refer to the Participating Holders who may take action by the written consent of Persons entitled to at least a majority of the Further Distributions.

  • The Settlement Class Administrator shall make the Further Distributions, if any, to Settlement Class Members who cashed his/her/its Initial Settlement Payment within 145 days following the Effective Date.

  • At the Closing, Parent will have sufficient funds available to pay the Final Closing Merger Consideration, all Further Distributions and any fees or expenses incurred by Parent and Merger Sub in connection with the Transactions and Transaction Agreements.

  • Each Series B Preferred Share outstanding immediately prior to the Effective Time (other than any Series B Preferred Shares to be canceled in accordance with Section 2.7.2 or Dissenting Shares) shall be converted into the right to receive (i) an amount, without interest, equal to the Series B Preferred Per Share Consideration in cash and (ii) the nontransferable contingent right to receive the Series B Preferred Further Distributions Per Share, if any.

  • The settlement checks issued to the members of the Settlement Class for payment of claims under this Settlement Agreement (both Initial Settlement Payment and Further Distributions, if any) will be void after 90 days from the date of issuance, and shall so state on the check.

  • Subject to prior written consent by the Advisory Group, the Securityholders’ Agent may, as reasonably necessary, contribute funds to the Expense Fund from any Further Distributions otherwise distributable to the Effective Time Holders.

  • For avoidance of doubt, each Series B Preferred Share shall not receive in the aggregate from the Estimated Merger Consideration and the Further Distributions more than the Series B Participation Cap.

  • Such Securityholders’ Agent Expenses may be recovered first, from the Expense Fund, second, from any distribution of any Further Distributions otherwise distributable to the Effective Time Holders at the time of distribution, and third, directly from the Effective Time Holders.