Waterfall Schedule definition

Waterfall Schedule has the meaning set forth in Section 2.1(a). * * *

Waterfall Schedule means the waterfall proceeds schedule in the agreed form or such other form as the Investor and each Founding Shareholder may agree in writing from time to time; “Working Hours” means 8.30 a.m. to 6.30 p.m. on a Business Day in the time zone of the recipient; “Z Shares” means the Z shares in the capital of the Company with a nominal value (i) prior to Completion of US$1.00 each; and (ii) following Completion of US$0.000047943 each; “Z1 Shares” means the Z1 shares of US$0.000047943 each in the capital of the Company; and “Z Shares Condition” means the condition listed in paragraph 10 of Schedule 5. 1.2. In this Agreement: (a) a reference to a document in the “agreed form” is a reference to a document in a form approved and for the purposes of identification signed by or on behalf of the Investor and the Company or otherwise agreed in writing (including by e- mail) by or on behalf of the Investor and the Company to be in an approved form; (b) a reference to a statutory provision includes a reference to: (i) the statutory provision as modified or re-enacted or both from time to time whether before or after the date of this Agreement; and

Waterfall Schedule means the waterfall proceeds schedule in the agreed form or such other form as the Investor and each Founding Shareholder may agree in writing from time to time; “Working Hours” means 8.30 a.m. to 6.30 p.m. on a Business Day in the time zone of the recipient; “Z Shares” means the Z shares in the capital of the Company with a nominal value (i) prior to Completion of US$1.00 each; and (ii) following Completion of US$0.000048 each; “Z1 Shares” means the Z1 shares of US$0.000048 each in the capital of the Company; and “Z Shares Condition” means the condition listed in paragraph 10 of Schedule 5. 1.2. In this Agreement: (a) a reference to a document in the “agreed form” is a reference to a document in a form approved and for the purposes of identification signed by or on behalf of the Investor and the Company or otherwise agreed in writing (including by e- mail) by or on behalf of the Investor and the Company to be in an approved form; (b) a reference to a statutory provision includes a reference to: (i) the statutory provision as modified or re-enacted or both from time to time whether before or after the date of this Agreement; and (ii) any subordinate legislation made under the statutory provision whether before or after the date of this Agreement; (c) a reference to a person includes a reference to a body corporate, association or partnership; (d) a reference to a person includes a reference to that person’s legal personal representatives and successors; (e) the expressions “subsidiary undertaking” and “holding company” shall have the meanings given in the Companies Xxx 0000; 13

Examples of Waterfall Schedule in a sentence

• In the event that any holder of In-the-Money Options does not deliver an Optionholder Acknowledgement, the Company’s Board of Directors will use its reasonable discretion in allocating the Aggregate Closing Merger Consideration among the holders of Shares, Company RSUs and In-the-Money Options based on the methodologies set forth on the Waterfall Schedule in order to reflect any holder of In-the-Money Options not delivering an Optionholder Acknowledgement.

• Subject to subsection 9.2 below, if Funder commits an incurable breach or fails to timely cure a material breach, Funder’s shall surrender any right to recovery of Unused Investment under this Agreement and Funder’s recovery under the final provision of the Waterfall Schedule shall be reduced from twenty-five percent (25%) to ten percent (10%).

• To the extent that the IRS’s Claim is Allowed as a Priority Tax Claim, the IRS will be paid Pro Rata with other Allowed Priority Claims pursuant to the Waterfall Schedule, until paid in full.

• Payment will be pursuant to the Waterfall Schedule until paid in full.

• A distribution schedule setting forth the Allowed Administrative Claims and Allowed Professional Fees to be paid in accordance with this Order and the Claims Waterfall Schedule annexed hereto as Exhibit A shall be filed on thedocket in these Chapter 11 Cases no later than five business days prior to the date that the Certification is filed.

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• The Amended Plan provides for the treatment of the Administrative and Priority Claims in the manner required by 11 U.S.C. § 1129(a)(9) or by agreement to the Waterfall Schedule.

• Upon Confirmation, the Trustee, as Liquidating Agent, will act to liquidate the remainder of the Debtor’s Assets, resolve all remaining litigation, determine the amount of Claims that will be Allowed, and make distributions under the Waterfall Schedule set forth in the Amended Plan.

• Except as otherwise provided below, each Holder of an Allowed Administrative Expense Claim shall be paid a Pro Rata distribution from the Liquidating Estate, pursuant to the Waterfall Schedule, until paid in full.

• After Final Fee Applications have been heard, and subject to paragraph 7 hereof, Allowed Professional Fees may be paid subject to and in accordance with the Revised Order Stipulation and the Claims Waterfall Schedule annexed hereto as Exhibit A.

More Definitions of Waterfall Schedule

Waterfall Schedule. The schedule set forth below establishing priority in right of payment with respect to the Proceeds. The Proceeds shall be paid into the Trust account and distributed promptly among Claimant, Litigation Counsel, and Funder according to the following schedule: First, to Funder, the amount equal to the sum of (i) the product of the Investment Amount and the Investment Factor and (ii) the product of the Additional Investment Amount and the Additional Investment Factor; Second, to Funder, the sum of (i) the Investment Amount and (ii) the Additional Investment Amount less (iii) the Unused Investment; Third, to Litigation Counsel, the amount, if any, of Costs incurred but not yet invoiced; Thereafter, the remaining Proceeds to be distributed twenty-five percent (25%) to Litigation Counsel, fifty percent (50%) to Claimant, and twenty-five percent (25%) to Funder. The following Additional Covenants are added to memorialize understandings among the parties:

Waterfall Schedule means a spreadsheet prepared by the Company, an illustrative form of which is attached hereto as Annex I (excluding, for purposes of the illustrative example, the email addresses), and delivered to the Purchaser, which shall include, (x) as of the Closing, (i) the names of all Unitholders and the Blocker Sellers and the Direct Seller and their respective e-mail addresses, (ii) the number and type of Company Units held by each Unitholder and the Direct Seller, (iii) the Consideration Per Unit and Equityholder Allocation Percentage applicable to each Unitholder in respect of such Person’s Company Units and (iv) the Blocker Sellers’ Closing Consideration and the Direct Sale Consideration (as applicable) and (y) following the final determination of the Closing Cash Proceeds pursuant to Section 3.05, the Blocker Sellers’ Merger Consideration and the Unitholders’ Merger Consideration, in each case, as determined strictly in accordance with the Company LLC Agreement, provided that, the Blocker Sellers will receive distributions with respect to the Company Units held by the Blockers and in the case of certain of the Blocker Sellers, with respect to the Direct Sale Units, as directed by the Representative pursuant to the payment instructions set forth in each such Unitholder’s Letter of Transmittal and each Sellers’ payment instructions provided to the Representative, and taking into account Section 2.01(h).

Waterfall Schedule means payments by Acquiror in the following order: (A) first, only to the extent not fully paid pursuant to all prior Payment Amounts, payment to each holder of Preferred B Shares, in cash, of a portion of the Payment Amount per Preferred B Share equal to the difference between the Threshold Amount and the amount paid per share pursuant to all prior payments until fully paid; (B) next, only to the extent not fully paid pursuant to all prior Payment Amounts, payment to each holder of Preferred A Shares, in cash, of a portion of the Payment Amount per Preferred A Share equal to the difference between $0.50 and the amount paid per share pursuant to all prior payments until fully paid; (C) next, only to the extent not fully paid pursuant to all prior Payment Amounts, payment to each holder of Common Shares, in cash, of a portion of the Payment Amount per Common Share equal to the difference between $0.50 and the amount paid per share pursuant to all prior payments until fully paid; (D) next, only to the extent not fully paid pursuant to all prior Payment Amounts, payment to each holder of Common Shares and Preferred A Shares, together on a pro rata basis, in cash, of a portion of the Payment Amount equal to the difference between the Threshold Amount and the amount paid per share pursuant to all prior payments until fully paid; and (E) next, payment to each Seller, in cash, of a portion of the Payment Amount equal to (X) the First Earnout Cash Per Fully-Diluted Common Share, the Initial Escrow Cash Per Fully-Diluted Common Share or the Additional Escrow Cash Per Fully-Diluted Common Share, as applicable, multiplied by (Y) with respect to a holder of Common Shares, the number of Common Shares held by such holder immediately prior to the Closing, and with respect to a holder of Preferred Shares, the number of shares of Common Stock that would be issuable upon the conversion of all Preferred Shares held by such holder immediately prior to the Closing.

Waterfall Schedule. The schedule set forth below establishing priority in right of payment with respect to the Proceeds. The Proceeds shall be paid into the Trust account and distributed promptly among Claimant, Litigation Counsel, and Funder according to the following schedule: First, to Funder, the amount equal to the product of the Investment Amount and the Investment Factor; Second, to Funder, the lesser of (i) the Investment Amount and (ii) the amount equal to the Investment Amount less the Unused Investment; Third, to Litigation Counsel, the amount, if any, of Costs incurred in excess of the balance of the Trust Account;