Allocation of Company Sample Clauses

Allocation of Company. Termination Fee 1) In the event the Company Termination Fee (as defined in the Merger Agreement) is paid to Parent under the terms of the Merger Agreement, such Company Termination Fee shall be allocated and paid as follows: (i) first, to payment by the Company of its incurred but not yet paid expenses; (ii) second, to each Sponsor in an amount equal to the expenses actually incurred thereby in connection with the Transactions, subject to the limitations set forth in Section U of this Term Sheet (“Reimbursement of Out-of-Pocket Costs”); (iii) third, to each Sponsor in the amount invested by such Sponsor in Newco (including the amounts contributed by such Sponsor in connection with the Initial Closing); and (iv) fourth, in accordance with the percentages set forth on the table titled “Topping Bid / Breakup Alpha Split” attached as Exhibit E hereto. U. Reimbursement of Out-of-Pocket Costs 1) The Company shall reimburse each of the Sponsors, in a timely fashion and substantially concurrently with one another, for out-of-pocket expenses incurred thereby in connection with the Transaction up to a cap, in each case, of $200,000; provided, it being understood that the legal fees and expenses of Xxxxxx, Xxxx & Xxxxxxxx LLP specifically for its services to the Company (regardless of whether billed to the Company or WndrCo, but excluding services provided solely for WndrCo (e.g., negotiating this Term Sheet)) relating to clauses (1), (2), (3), (4) and (5) of the first paragraph of this letter agreement shall be the responsibility of the Company and not WndrCo. Put/Call Term Sheet1 A. Put/Call Put. Beginning in calendar year 2022 and for each calendar year thereafter through 2026 (i.e., five periods), during the period beginning on March 1 and ending on the 30th day after delivery of the Annual Financial Statements of Company for the prior calendar year (the “Put Notice Period”), Xxxxxxx Xxxxxxxxx, Xxxxx XxXxxxx and LHC (each, a “Put Participant”) shall each have the right to separately notify Company (the “Put Notice Date”) of its election to put to Company (a “Put Notice”) 10%, but not less than 10%, of the Interests held by such Put Participant at the Closing (a “Put”). For the avoidance of doubt, pursuant to the foregoing, the Put may be exercised once in each calendar year for a maximum total of five Puts. Call. Beginning in calendar year 2023 and for each calendar year thereafter through 2027 (i.e., five periods), during the period beginning on March 1 and endi...
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Allocation of Company. Securities in Transactions that are Both Bring -------------------------------------------------------------------- Along Transactions and Tag-Along Transactions. If a proposed sale of Common --------------------------------------------- Stock constitutes both a Bring Along Transaction and a Tag-Along Transaction and (x) the Tag Number with respect to such transaction is greater than or equal to the Brought Number, no Common Stock shall be required to be included in such transaction by Management Holders pursuant to Section 8 and Common Stock included in such transaction shall be allocated in accordance with Section 9 or (y) the Tag Number with respect to such transaction is less than the Brought Number, (A) any Management Holder who exercises "tag-along" rights pursuant to Section 9 with respect to a number of Common Stock equal to or greater than such Management Holder's Required Number shall have such number of shares of Common Stock included in such transaction and shall not be required to include any additional Common Stock pursuant to Section 8 and (B) with respect to all Management Holders who either do not exercise "tag-along" rights or who exercise "tag-along" rights with respect to a number of shares of Common Stock that is less than their respective Required Number, the number of shares of Common Stock required to be included in such transaction by each such Management Holder pursuant to Section 8 shall be reduced pro rata by a total number of shares of Common Stock equal to the difference between the Brought Number and the total number of shares of Common Stock included in such transaction pursuant to clause (A) above; provided that such Management Holders shall not be able to -------- include any additional shares of Common Stock in such transaction pursuant to an exercise of "tag-along" rights under Section 9.
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Related to Allocation of Company

  • Allocation of Funds A. The Faculty Development Committee shall approve all applications for reassignment of duties that do not require additional funding and have been endorsed by the applicant’s Division. B. The Faculty Development Committee shall follow the guidelines established in consultation between the parties in deciding which applications for faculty development funding will be approved.

  • Allocation of Resources Whenever a disaster causes Vendor to allocate limited resources between or among Vendor's customers, vendor will not provide priority over Prudential to any other customers of Vendor. In addition, in no event will Vendor re-deploy or reassign any vendor Key Employee (as identified and defined in an applicable Engagement Schedule) or any Affected Employee (as identified and defined in an applicable Engagement Schdule) to any other Vendor account in the event of a disaster.

  • Distribution of Financial Contribution The financial contribution of the Funding Authority to the Project shall be distributed by the Coordinator according to: - the Consortium Plan - the approval of reports by the Funding Authority, and - the provisions of payment in Section 7.3. A Party shall be funded only for its tasks carried out in accordance with the Consortium Plan.

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock. (ii) In the event that the Proposed Key Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Investors and the selling Key Holder in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate and, if applicable, the next sentence as if (A) such transfer were a Deemed Liquidation Event (as defined in the Restated Certificate), and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding. In the event that a portion of the aggregate consideration payable to the Participating Investor(s) and selling Key Holder is placed into escrow and/or is payable only upon satisfaction of contingencies, the Purchase and Sale Agreement shall provide that (x) the portion of such consideration that is not placed in escrow and is not subject to contingencies (the “Initial Consideration”) shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate as if the Initial Consideration were the only consideration payable in connection with such transfer, and (y) any additional consideration which becomes payable to the Participating Investor(s) and selling Key Holder upon release from escrow or satisfaction of such contingencies shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate after taking into account the previous payment of the Initial Consideration as part of the same transfer.

  • Allocation of Contributions You may place your contributions in one fund or in any combination of funds, although your employer may place restrictions on investment in certain funds.

  • Allocation of Net Income and Net Loss Net Income or Net Loss of the Partnership shall be determined as of the end of each calendar year and as of the end of any interim period extending through the day immediately preceding any (i) disproportionate Capital Contribution, (ii) disproportionate distribution, (iii) Transfer of a Partnership Interest in accordance with the terms of this Agreement, or (iv) Withdrawal Event. If a calendar year includes an interim period, the determination of Net Income or Net Loss for the period extending through the last day of the calendar year shall include only that period of less than twelve (12) months occurring from the day immediately following the last day of the latest interim period during the calendar year and extending through the last day of the calendar year. For all purposes, including income tax purposes, Net Income, if any, of the Partnership for each calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period. In the event of a Net Loss for a particular calendar year or interim period, then, for such calendar year or interim period, the Net Loss for such calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period.

  • Allocation of Net Profits and Net Losses As of the last day of each Fiscal Period, any Net Profits or Net Losses for the Fiscal Period shall be allocated among and credited to or debited against the Capital Accounts of the Members in accordance with their respective Investment Percentages for such Fiscal Period.

  • Limitation on Allocation of Net Loss To the extent that any allocation of Net Loss would cause or increase an Adjusted Capital Account Deficit as to any Holder, such allocation of Net Loss shall be reallocated (x) first, among the other Holders of Partnership Common Units in accordance with their respective Percentage Interests with respect to Partnership Common Units and (y) thereafter, among the Holders of other classes of Partnership Units as determined by the General Partner, subject to the limitations of this Section 6.4.A(vi).

  • Allocations for Capital Account Purposes For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership’s items of income, gain, loss and deduction (computed in accordance with Section 5.5(b)) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below.

  • Distribution of UDP and TCP queries DNS probes will send UDP or TCP “DNS test” approximating the distribution of these queries.

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