Waterfall Schedule definition

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

  • The parties hereto acknowledge and agree that each of Buyer, the Parent Parties, the Surviving LLC and the Seller Representative can rely on (i) the Distribution Waterfall Schedule and (ii) the Pro Rata Share Schedule, as setting forth a true, complete and accurate listing of all items set forth in and amounts payable pursuant to the Company LLC Agreement, the Phantom Equity Plan, the Incentive Plan and the Incentive Unit award agreements under the Incentive Plan, as applicable.

  • The allocation of the Consideration to the Company’s equityholders as set forth in Schedule 3.4(b) (the “Waterfall Schedule”) is true, correct, and complete, and accurately reflects the relative rights and priorities of the Company’s equityholders under the Governing Documents, and no Person (as defined herein) is entitled to receive any amount of the Consideration other than as expressly set forth on the Waterfall Schedule.

  • The Waterfall Schedule shall be updated to be consistent with the Estimated Closing Cash Purchase Certificate as in effect at the time of Closing.

  • The “Base Blocker Seller Consideration” shall be the portion of the Aggregate Closing Date Consideration Estimate allocable to the Blocker Seller as determined in accordance with the Distribution Waterfall Schedule.

  • Concurrently with the delivery of the Preliminary Closing Statement, the Company shall deliver to Parent the Distribution Waterfall Schedule based on the foregoing estimates, which shall have been prepared in good faith by the Company.

  • The Purchase Price shall be allocated among the Sellers as set forth on Exhibit B at the time of the Closing (the relative allocation among Sellers after satisfaction of the amounts set forth on the Waterfall Schedule above the line labeled “Member Cash Distributions” being their respective “Allocation Percentages”).


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;
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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.
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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).
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Related to Waterfall Schedule

  • Asset Schedule means with respect to any Transaction as of any date, an asset schedule in the form of a computer tape or other electronic medium (including an Excel spreadsheet) generated by Seller and delivered to Buyer and the Custodian, which provides information (including, without limitation, the information set forth on Exhibit E attached hereto) relating to the Purchased Mortgage Loans in a format reasonably acceptable to Buyer.

  • Prepayment Charge Schedule A data field in the Mortgage Loan Schedule attached hereto as Exhibit A which sets forth the amount or method of calculation of the Prepayment Charge and the term during which such Prepayment Charge is imposed with respect to a Mortgage Loan.

  • Equipment Schedule means (a) each Equipment Schedule attached to the applicable Requisition and (b) each Equipment Schedule attached to the applicable Lease Supplement.

  • Amortization Schedule means, with respect to each Equipment Note, the amortization schedule for such Equipment Note delivered pursuant to Section 2.02 of the Trust Indenture.

  • Repayment Schedule means the schedule of repayment dates as detailed in Schedule 5 (Loan Repayment Schedule), to be replaced as required in accordance with Clause 5 (Repayment) and Clause 6.9(b) (Partial prepayment of Loans).