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 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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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. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Examples of Further Distributions in a sentence

  • 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.

  • 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.


More Definitions of Further Distributions

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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Related to Further Distributions

  • Distributions means amounts payable in respect of the Trust Securities as provided in Section 4.1.

  • Tax Distributions has the meaning set forth in Section 4.01(b)(i).

  • Rollover Contributions means, for any Participant, his rollover contributions as provided in Section 7.1.

  • Catch-Up Contributions means Salary Reduction Contributions made to the Plan that are in excess of an otherwise applicable Plan limit and that are made by Participants who are Age 50 or over by the end of their taxable years. An “otherwise applicable Plan limit” is a limit in the Plan that applies to Salary Reduction Contributions without regard to Catch-up Contributions, such as the limits on Annual Additions, the dollar limitation on Salary Reduction Contributions under Code Section 402(g) (not counting Catch-up Contributions) and the limit imposed by the Actual Deferral Percentage (ADP) test under Code Section 401(k)(3). Catch-up Contributions for a Participant for a taxable year may not exceed the dollar limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) for the taxable year. The dollar limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) is $1,000 for taxable years beginning in 2002, increasing by $1,000 for each year thereafter up to $5,000 for taxable years beginning in 2006 and later years. After 2006, the $5,000 limit will be adjusted by the Secretary of the Treasury for cost-of-living increases under Code Section 414(v)(2)(C). Any such adjustments will be in multiples of $500.

  • Regular contributions means the amounts required to be

  • In-kind contributions means services and goods as approved by the department that are provided by a grant recipient toward completion of a department-approved local snowmobile program under section 82107.

  • Initial Capital Contributions has the meaning set forth in Section 3.01.

  • Income Distribution shall be calculated as set forth in subparagraph (A), below, unless the Prospectus provides for the averaging of income distributions, in which case, "Income Distribution" shall be shall be calculated as set forth in subparagraph (B), below. Accordingly, the Unitholder's "Income Distribution" shall be equal to:

  • After-Tax Contributions means amounts withheld from an Employee's Compensation pursuant to a Salary Reduction Agreement after all applicable state and federal taxes have been deducted. Such amounts are withheld for purposes of purchasing one or more of the Benefit Package Options available under the Plan.

  • Accumulated contributions means the sum of all

  • Contributions means the payroll deductions and other additional payments specifically provided for in the Offering that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account if specifically provided for in the Offering, and then only if the Participant has not already had the maximum permitted amount withheld during the Offering through payroll deductions.