Additional Debt Financing Distribution; Aggregate Net LTIP Payment Sample Clauses

Additional Debt Financing Distribution; Aggregate Net LTIP Payment. (i) The Company shall, using the proceeds of the Additional Debt Financing, cause its Subsidiaries who are the applicable employers of the Participants to pay (net of applicable withholding Taxes) Bonus Amounts to the Participants in an aggregate amount equal to the Aggregate Net LTIP Payment, such amount, for the avoidance of doubt, being determined (solely for such purposes): (x) as though the Loan Amount, the Non-Financed Payment and the CTI Proceeds Amount constituted a single Applicable Distribution under the LTIP in which the Non-CABO Investor Units (including for this purpose any Units held directly or indirectly by a Blocker Corporation that are not beneficially owned by the CABO Investor) were the only Units of the Company then outstanding, (y) taking into account the Aggregate Advance Amount and (z) disregarding, for such purposes, any vesting conditions on the payment of such Bonus Amounts contingent upon a Sale of the Company. The Bonus Amount payable to each Participant shall be reduced proportionately in respect of the Aggregate Advance Amount in accordance with the terms of the LTIP. For the avoidance of doubt, no other Distribution or payment made in connection with the 2024 Transactions will constitute an Applicable Distribution under the LTIP, and the Participants shall only receive Bonus Amounts in accordance with this Section 1.1(a)(i) of this Schedule D. (ii) (x) Eagle shall distribute an amount equal to the Net Loan Amount to Vyve Broadband Investments, LLC, a Delaware limited liability company and Eagle's sole member ("Vyve Broadband"); (y) Vyve Broadband shall distribute the Net Loan Amount to Mega Broadband Investments Intermediate I LLC, a Delaware limited liability company and the sole member of Vyve Broadband ("MBI Intermediate I"); and (z) MBI Intermediate I shall distribute the Net Loan Amount to the Company, its sole Member;
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Related to Additional Debt Financing Distribution; Aggregate Net LTIP Payment

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • Representations and Warranties Borrower represents and warrants as follows:

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • Amendments This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

  • Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).

  • Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Dimensions Education Bachelor’s or Master’s Degree in Computer Science, Information Systems, or other related field. Or equivalent work experience. A minimum of 5 years of IT work experience with demonstrated knowledge in architecture design, software development, database management systems and systems integration in multi-platform environments.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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