Cash Allocation definition

Cash Allocation has the meaning set forth on Schedule V attached hereto.

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Cash Allocation means the portion of the Notional Value that Buyer elects to allocate as a cash payment at the Closing, expressed as a percentage, which shall be no less than 10.0% but which may be up to (and including) 100.0%. “Cash Consideration” means the dollar amount equal to (a) the Notional Value, multiplied by (b) the Cash Allocation, multiplied by (c) the Cash Factor. The dollar amount constituting the Cash Consideration shall be calculated consistent with the illustrative formulas set forth on Schedule 1 hereto. “Cash Factor” means (a) 92.5%, if the Closing Date occurs on or before March 31, 2024, (b) 95.0%, if the Closing Date occurs from April 1, 2024 to and including December 31, 2024; and (c) 100%, if the Closing Date occurs on or after January 1, 2025. “Claim” has the meaning set forth in Section 6.9(b). “Closing” has the meaning set forth in Section 2.5. “Closing Date” has the meaning set forth in Section 2.5. “Closing Notice” has the meaning set forth in Section 2.5. “Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder and any successor statute and the rules and regulations promulgated thereunder. “Common Stock Registration Rights Agreement” has the meaning set forth in Section 7.3(h). “Company” has the meaning set forth in the Background. “Confidentiality Agreement” means that certain letter agreement, dated as of June 13, 2022, by and between Issuer and NorthStar Parent, as amended by that certain Amendment to Confidentiality Agreement, dated as of June 5, 2023. “Damages” means, without duplication, all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, penalties, fines, costs, amounts paid in settlement, Liabilities, Taxes, Liens, losses, expenses, and fees, including court costs, reasonable attorneys’ fees and expenses, and reasonable fees and expenses of accountants and other professional service providers. “Equity Allocation” means a percentage equal to (a) 100.0%, minus (b) the Cash Allocation. For the avoidance of doubt, in the event that the Cash Allocation is 100.0%, then the Equity Allocation will be zero percent (0.0%). “Equity Consideration” means the number of shares of Issuer Preferred Stock equal to (a) the Notional Equity Amount, multiplied by (b) the Equity Allocation; provided that no fractional shares of Issuer Preferred Stock shall be issued as Equity Consideration, and, in li...

Cash Allocation has the meaning set forth in the Separation Agreement.

Examples of Cash Allocation in a sentence

• To the extent that the yield on any Maine CDs is less than the yield on the money market securities in which the assets of the Cash Allocation Account would otherwise be invested, the yield of Portfolios investing in the Cash Allocation Account will be reduced.

• To the extent the economic benefit of any amounts received by the Energy Business prior to the Effective Time from the settlement of pending litigation (as identified on Schedule G2 to Exhibit G of the Merger Agreement) is allocated to Industrial Company under the Debt and Cash Allocation Agreement, any corresponding tax liability with respect to such amounts shall be allocated to Industrial Company.

• If between the date of the Merger Agreement and the Effective Time there is a change in law and as a result of such change in law Tenneco is required to restore to income as a result of the Merger the deferred gains identified on Schedule 2 to the Debt and Cash Allocation Agreement attached as Exhibit C to the Distribution Agreement, then any resulting Tax shall be allocated equally between Industrial Company and Tenneco.

• Except as expressly provided otherwise in an Ancillary Agreement, Tenneco and Packaging each shall use its commercially reasonable efforts to allocate and provide to the other party to the greatest extent feasible the economic and operational benefits and liabilities of the 1996 Distribution Agreement and the 1996 Debt and Cash Allocation Agreement, which allocation shall be based on the nature of the underlying asset or liability giving rise to the allocated benefit or liability.

• By contrast, an age-band of an Age-Based Diversified Portfolio designed for Designated Beneficiaries close to college age will typically invest a smaller portion of its assets in equity Underlying Funds and a greater portion of its assets in fixed income Underlying Funds and/or the Cash Allocation Account.

• ESI and ADA-ES shall have executed and delivered the Debt and Cash Allocation Agreement and such agreement shall be in full force and effect.

• As described under “BLACKROCK PORTFOLIOS — Cash Allocation Account,” a portion of the assets of the Cash Allocation Account may be invested in Maine CDs. Such investments, if any, will not generally exceed 10% of the assets of the Cash Allocation Account.

• Employees may participate in either the Insurance Program or the Cash Allocation Program.

• FAME will determine the percentage of the assets of the Cash Allocation Account that is invested in Maine CDs. It is anticipated that investments in Maine CDs, if any, will generally not exceed 10% of the assets of the Cash Allocation Account.

• The assets of the Cash Allocation Account are invested in a diversified portfolio of money market securities and may also be invested in Maine CDs. BlackRock The Investment Manager is responsible for the selection and management of the money market securities in the Cash Allocation Account, other than Maine CDs. FAME may contract with a third party to select the financial institutions from which any Maine CDs are purchased, which CDs must be insured by the FDIC or fully collateralized.