Exchange Consideration Monetary Deposit
Exchange Consideration Monetary Deposit Sample Clauses
Related to Exchange Consideration Monetary Deposit
Exchange Consideration On or promptly after an Exchange Date, provided the Partnership Unitholder has satisfied its obligations under Section 2.1(b)(i), the Company shall cause the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable Exchange, or, if the Company has so elected, shall deliver or cause to be delivered to such Partnership Unitholder (or its designee), the Cash Settlement. Notwithstanding the foregoing, the Company shall have the right but not the obligation (in lieu of the Partnership) to have the Company acquire Exchangeable Units directly from an exchanging Partnership Unitholder in exchange for shares of Class A Common Stock or, at the option of the Company, the Cash Settlement. If an exchanging Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership Unitholder is entitled to receive from the Company pursuant to this Section 2.1(c), the Partnership Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership or the Company will, pursuant to the Exchange Notice submitted by the Partnership Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Partnership Unitholder in the Exchange Notice. Upon any Exchange, the Partnership or the Company, as applicable, shall take such actions as (A) may be required to ensure that such Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company elects a Cash Settlement, the Company shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the Company of a number of shares of Class A Common Stock equal to the number of Exchangeable Units being Exchanged for such Cash Settlement. Except as otherwise required by applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership Unitholder.
Consideration Payment 5.1 In consideration of the Company’s Services, the Client shall pay to the Company the Consideration to be stipulated in the Termsheet and all reasonable out of pocket expenses (if any) in accordance with the commercial terms and payment terms as detailed in the Separate Agreement. 5.2 The Company shall send its staff to check for the quality of completion of the Project(s) together with the Client. The Client shall pay for the Company’s Services within 90 days upon the completion of the Project(s) to the satisfaction of the Client. 5.3 The Company shall be entitled to the receivables from the Client for the percentage of Work completed. The date of payment of such Work is stated in the Termsheets and unless the Company is not satisfied with the quality of Work completed and/or the Client has not fulfilled the terms and conditions specified under the Termsheets.
Settlement Consideration 19. As a settlement and compromise of this Lawsuit in exchange for the terms described herein, and without admitting the merits of any claim or defense, the Parties have agreed to a settlement of this matter under which Defendant will fund a settlement amount of $2,500,000 (the “Gross Settlement Amount”). The Gross Settlement Amount shall be allocated as follows: a. $750,000 (“Class Fund”) will be allocated to resolve claims in this lawsuit with all Putative Class Members who do not opt out of the Washington Settlement Class, who will be entitled to a pro rata portion of the Class Fund based on each Putative Class Members’ proportionate share of alleged damages for hours each Putative Class Member worked in Washington state. A Putative Class Member’s proportionate share for the Class Fund shall be determined by Plaintiffs’ Counsel, who will calculate alleged damages using the hours and payroll data produced by Defendant, which provide the actual hours worked, location of the hours worked, per diem payments, and rates of pay for each Putative Class Member during the Covered Weeks. Any amount of the Class Fund that is remaining based on Putative Class Members who do not cash checks or for any other reason within 90 days of the date checks are mailed will be paid to the Legal Foundation of Washington, except that, should the Residual Funds after the initial distribution be greater than $50,000, at the sole discretion of Class Counsel, a second distribution of the funds may be made to those Settlement Class Members who cashed their Settlement Award Check(s) received in the initial distribution. Any checks mailed out as part of the second distribution that have not been negotiated within one hundred eighty (180) days after second distribution of the Settlement. Award checks shall be considered Residual Funds and paid to the Legal Foundation of Washington who do not opt out of the settlement. There will be reversion of these funds to Defendant b. Up to $1,000,000 will be allocated to resolve claims in this lawsuit with all Opt-in Plaintiffs who submit valid Claim Forms (“FLSA Claims Made Fund”) for work performed during the Covered Weeks. Putative Collective Members and Opt-in Plaintiffs who submit a valid Claim Form will be entitled to an award equivalent to their proportionate share of the FLSA Claims Made Fund based on Plaintiffs’ Counsel’s calculations of alleged individual damages using the hours and payroll data produced by Defendant for all Putative Collective Members, which provide the actual hours worked, location of the hours worked, per diem payments, and rates of pay for each Putative Collective Member during the Covered Weeks. The portion of the $1,000,000 FLSA Claims Made Fund that Defendant will actually pay will be proportionally limited based on the pro rata awards allocated to all Opt-in Plaintiffs who submit a valid Claim Form. Any amount of the FLSA Claims Made Fund allocated for awards to Putative Collective Members who are not Opt-in Plaintiffs shall revert back to Defendant (the “Reversion”). Award checks Payable to Opt-In Plaintiffs that are not cashed within 180 days shall be considered Residual Funds and paid to the Legal Foundation of Washington. c. $750,000 will be allocated to Plaintiffs’ counsel’s attorneys’ fees, costs, and enhancements for Plaintiffs Xxxxxxxx, Xxxx, Merity, and Vaughan (the “Named Plaintiffs”) (the “Attorney Fee and Enhancements Fund”).
