Distribution Waterfall Sample Clauses

Distribution Waterfall. Any Claim Proceeds shall be distributed in accordance with the terms and conditions of the New CVRs, New Notes, 10% Notes, Restated CVRs and Restated Notes including, without limitation, in the following descending order (collectively, the “Distribution Waterfall”) (a) first, 100% of any such Claim Proceeds to the Existing CVR Holders, the New CVR Holders, the Existing Note Holders, the New Note Holders and the 10% Note Holders, on a pro rata basis based on (i) the total of (1) the aggregate principal amount of Restated Notes, New Notes and 10% Notes held by each such party, and (2) the product of (A) the fraction derived from the division of the total Claim Proceeds Entitlement for Restated CVRs and New CVRs held by each such party, by the Claim Proceeds Entitlement in respect of all Restated CVRs and New CVRs, and (B) the aggregate consideration paid for all issued and outstanding Restated CVRs and New CVRs, in relation to (ii) the total of (1) the aggregate principal amount of all issued and outstanding Restated Notes, New Notes and 10% Notes, and (2) the aggregate consideration paid for all issued and outstanding Restated CVRs and New CVRs, until the aggregate amount of such distributions equals the sum of all accrued and unpaid default interest, fees, expenses or indemnity obligations, if any, owing to the Existing CVR Holders pursuant to the Restated CVRs (including, for certainty, the fees and expenses of the Existing Collateral Agent), to the New CVR Holders pursuant to the New CVRs (including, for certainty, the fees and expenses of the New Collateral Agent), to the Existing Note Holders pursuant to the Existing Notes, to the New Note Holders pursuant to the New Notes and to the 10% Note Holders pursuant to the 10% Notes; (b) second, 100% of any such Claim Proceeds to the Existing Note Holders, the New Note Holders and the 10% Note Holders, on a pro rata basis based on the principal amount of their respective Restated Notes, New Notes and 10% Notes, as applicable, until such distributions equal the sum of all obligations, liabilities and indebtedness (including all principal, interest, fees and other amounts) owing by the Corporation to each of the Existing Note Holders pursuant to the Restated Notes, the New Note Holders pursuant to the New Notes and the 10% Note Holders pursuant to the 10% Notes and; (c) third, 100% of any such Claim Proceeds to the Existing CVR Holders, the New CVR Holders and the MIP Participants (as applicable), on a pro rata...

Distribution Waterfall. (a) Concurrently with the execution of this Agreement, the Company has provided to the Purchaser an Estimated Distribution Waterfall. The Estimated Distribution Waterfall sets forth the Company’s good faith estimate of the distributions to the Participating Securityholders of the Company’s estimate of the Aggregate Closing Merger Consideration and Aggregate Merger Consideration (after taking into account all prior distributions hereunder) in the order and in the amounts set forth in the Estimated Distribution Waterfall. A copy of the Estimated Distribution Waterfall is annexed hereto as Exhibit F. It is understood by the parties hereto that the Estimated Distribution Waterfall is a form of the Distribution Waterfall to be delivered pursuant to Section 2.14(b) that does not contain all of the detail required to be set forth in the Distribution Waterfall and that the final form of Distribution Waterfall to be delivered by the Company in connection with the Closing of the Merger as contemplated by and in accordance with Section 2.14(b) shall be fully compliant with the requirements of this Agreement and shall, following such delivery by the Company in accordance with Section 2.14(b) serve as the Distribution Waterfall for purposes of this Agreement. Notwithstanding anything to the contrary contained herein, the Agent, the Purchaser, the Merger Sub and the Surviving Corporation shall have no liability to any Participating Securityholder, any other holder of Company Capital Stock or Company Equity Incentives or any other Person in the event there are any inaccuracies contained in the Distribution Waterfall provided pursuant to Section 2.14(b) (it being agreed that the Purchaser’s agreement to direct the Agent to distribute amounts in accordance therewith is at the request of, and an accommodation to, the Participating Securityholders). (b) Within a reasonable time prior to the Closing and no later than the time at which the Company delivers the Estimated Closing Statement hereunder, the Company shall prepare and deliver to the Purchaser an update of the Estimated Distribution Waterfall (such update, provided prior to or concurrently with the Company’s delivery of the Estimated Closing Statement, the “Distribution Waterfall”), signed by the Chief Executive Officer or Chief Financial Officer of the Company on behalf of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Time, the following: (i) the names, email addres...

Distribution Waterfall. Except for distributions of Fee Income and Holdco Vehicle Promote made pursuant to Section 7.2, Tax Distributions made pursuant to Section 7.4, payments by the Offshore Series to the Onshore Series pursuant to Sections 7.3(b)(iii) and (iv) (which shall be distributed to the Common Members in proportion to their respective Common Interests), or as otherwise provided in this Agreement, all distributions shall be made to the Members pursuant to Section 7.3(a) or (b).

Distribution Waterfall. The Representative, the Equityholders, the Bonus Recipients and the Convertible Noteholders acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, Parent and its Affiliates (including, from and after the Closing, the Surviving Corporation) shall have no liability in respect of the creation of, or any calculations derived from, the Distribution Waterfall or the allocation among the Equityholders, Bonus Recipients and Convertible Noteholders of any consideration payable under this Agreement. For the avoidance of doubt, the Representative shall be entitled, from time to time, to submit an updated Distribution Waterfall to Parent in connection with the payment of any Deferred Payment to reflect actual amounts payable to each Equityholder, Bonus Recipient and Convertible Noteholder; provided, however, that no such update shall change the Pro Rata Indemnity Share or the Pro Rata Deferred Payment Share of any Equityholder, Bonus Recipient or Convertible Noteholder.

Distribution Waterfall. Subject to the Fund Documents, the Fund will follow the below-mentioned distribution waterfall:

Distribution Waterfall. Distributions made pursuant to this Article IX shall be made to the holders of Units as follows: (i) first, 100% to the holders of the Class A Units in proportion to their respective Class Member Percentage until the sum of aggregate cumulative Distributions made under this Section 9.1(a)(i) equals the Start Value; and (ii) thereafter, to the holders of Units in accordance with their Membership Share Percentage. (iii) Notwithstanding anything herein to the contrary, the following provisions shall apply with respect to any Class B Unit that is intended by the Board to be a “profits interest.” (A) Such Class B Unit shall not participate in (and shall not be treated as outstanding for purposes of apportioning) any Distributions under Section 9.1(a)(ii) until a total amount equal to the Baseline Value with respect to such Class B Unit has been distributed in respect of other Units pursuant to Sections 9.1(a)(i) and (ii). (B) Notwithstanding the foregoing provisions of this Section 9.1, any amount distributable to a Class B Member pursuant to this Section 9.1 (excluding, for the avoidance of doubt, Tax Distributions) with respect to a Class B Unit that has not yet vested (an “Unvested Distribution Amount”) shall not be paid over to such Class B Member until such Class B Unit vests. All Unvested Distribution Amounts shall be held by the Company in a segregated account until released to the applicable Class B Member in accordance with the terms of this Agreement. If any Class B Unit is forfeited or cancelled prior to vesting, any Unvested Distribution Amounts held by the Company with respect to such Class B Unit shall be forfeited and returned to the general accounts of the Company and shall be available for distribution to the other holders of Units. (C) The Board shall have the discretion to make any determinations required under this Section 9.1(a)(iii), including as to a Baseline Value, the extent to which, if any, a Class B Unit will be excluded from participating in Company Distributions, and how Distributions may be modified in order to achieve the objectives of Section 4.2(c). The Board may amend this Section 9.1 upon the issuance of any subclass of Class B Units to reflect the respective rights of such subclass of Class B Units hereunder. The determination of amounts to be distributed under this Section 9.1 shall be made at the date of each Distribution and shall give effect to all prior Distributions made pursuant to this Section 9.1.

Distribution Waterfall. With respect to Cash Flow from Operations and Capital Events, the Company shall make distributions to the Members pro-rata in proportion to the relative number of those Membership Units on the Company Record Date, subject to the terms of any designation by the Managing Members of Membership Units issued pursuant to this Agreement.