Future Payment Allocation Schedule definition

Future Payment Allocation Schedule means a schedule, prepared by the Stockholders’ Representative with respect to the applicable Future Payment setting forth for each Company Stockholder: (a) such Company Stockholder’s name, address and email address (to the extent available); (b) the portion of such Future Payment to be paid to such Company Stockholder by Parent, expressed as a percentage and as a dollar amount; (d) such Company Stockholder’s election to receive any such cash payment by check or by wire transfer; and (e) for Company Stockholders electing to receive payment by check, delivery instructions for such check, or for Company Stockholder electing to receive payment by wire transfer, wire transfer instructions for such wire transfer, in the form attached hereto as EXHIBIT I.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Future Payment Allocation Schedule is defined in Section 3.3(b).

Future Payment Allocation Schedule means a schedule, to the extent required, prepared by the Equityholders’ Representative with respect to the applicable Future Payment Amount setting forth, for each Equityholder: (i) such Equityholder’s name and address; (ii) the number of shares of Company Common Stock held by such Equityholder immediately prior to the Closing Date; (iii) the number of shares of Company Common Stock subject to Company Options that are In the Money Options held by such Equityholder immediately prior to the Closing Date; (iv) the number of shares of Series A-1 Preferred Stock, Series A-2 Preferred Stock Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock Preferred Stock held by such Equityholder immediately prior to the Closing Date; (v) the portion of such Future Payment Amount to be paid to such Equityholder pursuant to the terms and conditions of this Agreement; (vi) such Equityholder’s election to receive such payment by check or by wire transfer; and (vii) for Equityholders electing to receive payment by check, delivery instructions for such check, or for Equityholders electing to receive payment by wire transfer, wire transfer instructions for such wire transfer. Such schedule will also include for each TBP Participant and each SBP Participant: (i) such Person’s name and address; (ii) the portion of such Future Payment Amount to be paid to such Person; (iii) such Person’s election to receive such payment by check or by wire transfer; and (iv) for Persons electing to receive payment by check, delivery instructions for such check, or for Persons electing to receive payment by wire transfer, wire transfer instructions for such wire transfer.

Examples of Future Payment Allocation Schedule in a sentence

In the event a claim for indemnification under this Section 9 shall have been finally determined as set forth in this Section 9.6, the amount of the Damages shall be paid as follows: (A) if to be paid to a Parent Indemnitee, as set forth in Section 9.4, or (B) if to be paid to a Company Indemnitee by Parent, in accordance with the Future Payment Allocation Schedule applicable to such payment.
PDI Common Stock shall be issued to Equityholders in accordance with the Future Payment Allocation Schedule, as directed by the Equityholders Representative, in accordance with the terms of the Merger Agreement.
At such time as each Future Payment is due and payable pursuant to the terms and conditions of this Agreement, Parent shall make payment of such Future Payment to the Equityholders in accordance with the Future Payment Allocation Schedule that is applicable to such Future Payment.
With respect to each Non-Employee Recipient, subject to Section 2.2, the Paying Agent shall pay each additional payment of the Option Consideration in accordance with the applicable Future Payment Allocation Schedule.
The Equityholders’ Representative shall determine the amounts to be paid to each Equityholder as set forth on any Future Payment Allocation Schedule in accordance with the Company Certificate of Incorporation as amended and in effect immediately prior to the Closing as if the transactions contemplated hereby constitute a Deemed Liquidation Event (as defined in the Company Certificate of Incorporation as amended and in effect as of immediately prior to the Closing), applicable Law and this Agreement.
The Paying Agent shall make all payments constituting the Aggregate Closing Option Consideration and Aggregate Phantom Share Unit Consideration to the applicable Non-Employee Recipients in accordance with the Closing Date Allocation Schedule and the Letters of Transmittal and shall make all Future Payments to the applicable Non-Employee Recipients in accordance with the applicable Future Payment Allocation Schedule.
With respect to each Employee Recipient, the Buyer shall cause the Surviving Corporation to pay to each holder of Options, through the Surviving Corporation’s payroll, each additional payment of the Option Consideration (i) no later than the next payroll date of the Surviving Corporation following the date the Future Payment becomes payable and (ii) in accordance with the applicable Future Payment Allocation Schedule.
Any portion of the Escrow Fund released to the Surviving Corporation pursuant to the terms of the Escrow Agreement shall be for the benefit of holders of Options and shall be paid by the Surviving Corporation (reduced by any applicable withholding) to holders of Options in accordance with their Applicable Shares, as set forth on the applicable Future Payment Allocation Schedule.
Parent and the Exchange Agent shall be permitted to rely, without further inquiry, on the Future Payment Allocation Schedule in making payment of any Future Payments.
At such time as each Future Payment is due and payable pursuant to the terms and conditions of the Contingent Consideration Agreement and the Future Payment Allocation Schedule that is applicable to such Future Payment has been delivered, PDI or Parent (as applicable) shall deliver such Future Payment to the Equityholder Representative for distribution to the Equityholders in accordance with such Future Payment Allocation Schedule.

More Definitions of Future Payment Allocation Schedule

Future Payment Allocation Schedule shall have the meaning set forth in Section 2.2(c)(i).

Future Payment Allocation Schedule means a schedule, to the extent required, prepared by the Equityholders’ Representative with respect to the applicable Future Payment Amount setting forth, for each Equityholder: (i) such Equityholder’s name and address; (ii) the number of shares of Company Common Stock held by such Equityholder immediately prior to the Closing Date; (iii) the number of shares of Company Common Stock subject to Company Options held by such Equityholder immediately prior to the Closing Date; (iv) the number of shares of Series A Preferred Stock subject to the Company Warrant held by such Equityholder immediately prior to the Closing Date; (v) the number of shares of Series A Preferred Stock held by such Equityholder immediately prior to the Closing Date; (vi) the portion of such Future Payment Amount to be paid to such Equityholder by Parent (which amount shall be calculated in accordance with the provisions of the Company Certificate of Incorporation as amended and in effect as of immediately prior to the Closing as if the transactions contemplated hereby constitute a Deemed Liquidation Event (as defined in the Company Certificate of Incorporation as amended and in effect as of immediately prior to the Closing), applicable Law, and the terms and conditions of this Agreement); (vii) such Equityholder’s election to receive such payment by check or by wire transfer; (viii) for Equityholders electing to receive payment by check, delivery instructions for such check, or for Equityholders electing to receive payment by wire transfer, wire transfer instructions for such wire transfer; (ix) the amount, expressed both as an amount and as a percentage, payable to each Equityholder, if any, for each additional Milestone Payment Amount payable pursuant to Section 2.9(e); and (x) the Stifel Payment Amounts payable to Stifel pursuant to Section 2.9(e) as a result of each Milestone Payment Amount and wire transfer instructions (assuming in the case of clauses (ix) and (x) each Milestone has been achieved). Each such schedule shall be prepared taking into account any and all portions of the Merger Consideration previously paid to each Equityholder, including any amounts that may be released to the Equityholders from the Equityholder Representative’s Fund.