Contingent Allocation definition

Contingent Allocation means, with respect to any Milestone Payment Recipient, the product of (i) such Milestone Payment Recipient’s Pro Rata Share and (ii) such Milestone Payment, provided, that, for the purposes of determining a Milestone Payment Recipient’s Contingent Allocation, as of immediately prior to the date of the relevant Milestone, the Milestone Payment Recipient’s Pro Rata Share shall be equitably adjusted to take into account any forfeitures under the Carveout Plan or in respect of Parent RSUs prior to the achievement of such Milestone.
Sample 1
Contingent Allocation means, (i) with respect to any Milestone Payment Recipient other than TSRI, the product of (A) such Milestone Payment Recipient’s Pro Rata Share and (B) (x) such Milestone Payment less (y) the TSRI Pro Rata Share of such Milestone Payment and (ii) with respect to TSRI, the TSRI Pro Rata Share of such Milestone Payment, provided, that, for the purposes of determining a Milestone Payment Recipient’s Contingent Allocation, as of [***] following the achievement of the relevant Milestone, the Milestone Payment Recipient’s Pro Rata Share shall be equitably adjusted to take into account (1) any forfeitures under the Carveout Plan prior to the achievement of such Milestone and (2) any exercises of Parent Warrants prior to or within [***] of the achievement of such Milestone.
Sample 1
Contingent Allocation with respect to any Equityholder and any Milestone Payment means, the product of (i) such Equityholder’s Contingent Pro Rata Share and (ii) such Milestone Payment.
Sample 1

Examples of Contingent Allocation in a sentence

  • It is expressly understood and agreed that Parent, the Surviving Corporation and their respective Affiliates shall have no Liability to any Milestone Payment Recipient for its Contingent Allocation with respect to any Milestone Payment so long as such Milestone Payment has been paid by or on behalf of Parent to the Exchange Agent for further distribution to the Milestone Payment Recipients.

  • Following the payment of any Milestone Payment to the Exchange Agent for further distribution to the Milestone Payment Recipients, each Milestone Payment Recipient shall look only to the Exchange Agent (and not to Parent, the Surviving Corporation or any of their respective Affiliates) to receive such Milestone Payment Recipient’s Contingent Allocation with respect to such Milestone Payment.

  • Upon receipt of any Milestone Payment, the Equityholders’ Representative shall pay or cause to be paid to each Equityholder who is not a holder of Dissenting Shares, and in any event within fifteen (15) Business Days, its Contingent Allocation with respect to the Milestone Payment.

  • Following any such occurrence date, and at least five Business Days prior to the date that such Contingent Payment is due, the Stockholders’ Representative shall deliver to Parent a Contingent Allocation Certificate, which shall include a deduction from the Contingent Payment for any PJSC Contingent Fees due in connection with such Contingent Payment (which Parent shall pay or cause to be paid to PJSC).

  • The right of each Milestone Payment Recipient to receive such Milestone Payment Recipient’s Contingent Allocation with respect to any Milestone Payment, shall not be evidenced by any form of certificate or instrument, and does not represent any ownership or equity interest in the Final Surviving Entity, Parent or any of their respective Affiliates, and does not entitle any Milestone Payment Recipient to voting rights or rights to dividend payments.

  • It is expressly understood and agreed that Parent, the Surviving Corporation and their respective Affiliates shall have no Liability to any Equityholder for its Contingent Allocation with respect to any Milestone Payment so long as such Milestone Payment has been paid by or on behalf of Parent to the Equityholders’ Representative or its designated agent.

  • Upon receipt of any such Milestone Payment made in cash, the Exchange Agent shall promptly pay or cause to be paid to each Milestone Payment Recipient entitled to receive such payment in cash, and in any event within ten (10) Business Days of such receipt, its Contingent Allocation with respect to the Milestone Payment.

  • Parent shall pay or cause to be paid such Contingent Payment in accordance with the Contingent Allocation Certificate within the following time periods: (A) thirty (30) days following the Milestone Event Occurrence Date for a Milestone Event, or (B) within sixty (60) days following the end of each relevant calendar quarter for any Sales Milestone Payment or Earn-out Payment.

  • Following the payment of any Milestone Payment to the Equityholders’ Representative or its designated agent, each Equityholder shall look only to the Equityholders’ Representative (and not to Parent, the Surviving Corporation or any of their respective Affiliates) to receive such Equityholder’s Contingent Allocation with respect to such Milestone Payment.


More Definitions of Contingent Allocation

Contingent Allocation with respect to each Limited Partner, shall mean the amount set forth opposite such Limited Partner's name on Schedule X attached hereto (as such Schedule may be amended pursuant to Sections 5.4(b) and 5.4(c) hereof).
Sample 1

Related to Contingent Allocation

  • Asset Allocation The following single issuer limits shall apply on a market value basis, with exception of Money-Market funds and US Government guaranteed securities, which may be held without limit:

  • Initial Allocation means the conditional setting aside by MBOH of HCs from a particular year’s federal LIHTC allocation to the state for purposes of later Carryover Commitment and/or Final Allocation to a particular Project, as documented by and subject to the requirements and conditions set forth in a written Reservation Agreement, the Applicable QAP and federal law.

  • Required Allocations means (a) any limitation imposed on any allocation of Net Losses or Net Termination Losses under Section 6.1(b) or 6.1(c)(ii) and (b) any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iv), 6.1(d)(vii) or 6.1(d)(ix).

  • Final Allocation has the meaning set forth in Section 2.3.

  • Class B Fixed Allocation means, with respect to any Monthly Period following the Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class B Investor Interest as of the close of business on the last day of the Revolving Period and the denominator of which is equal to the Investor Interest as of the close of business on the last day of the Revolving Period.

  • Allocated Loss Adjustment Expenses or “ALAE” means all court costs and court expenses; pre- and post-judgement interest; fees for service of process; attorneys’ fees; cost of undercover operative and detective services, costs of employing experts; costs for legal transcripts; costs for copies of any public records; costs of depositions and court-reported or recorded statements; costs and expenses of subrogation; and any similar fee, cost or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a loss or a claim or suit against you, or to the protection and perfection of your or our subrogation rights.

  • Allocation Amount means, as of the Closing Date, the Series 2017-1 Stated Principal Amount and on any date of determination thereafter, the sum of, without duplication, (a) the Allocation Amount determined as of the later of the Closing Date or the date of determination immediately prior to the then current date of determination, plus (b) the amount of all increases in the Series 2017-1 Stated Principal Amount resulting from the issuance of additional Series 2017-1 Notes since the prior date of determination, plus (c) all reimbursements, as provided in Section 4.04(e) or otherwise, of reductions in the Allocation Amount due to Investor Charge-Offs or Reallocated Principal Collections since the prior date of determination, minus (d) the amount of the reduction in the Allocation Amount due to Investor Charge-Offs since the prior date of determination, determined as set forth in Section 4.07, minus (e) the amount of the reduction in the Allocation Amount due to the application of Reallocated Principal Collections since the prior date of determination, determined as set forth in Section 4.08, minus (f) the amount deposited into the Principal Funding Account or (without duplication) deposited into the Distribution Account pursuant to Section 4.05(c) or paid to the Series 2017-1 Noteholders (in each case, after giving effect to any deposits, allocations, reallocations or withdrawals to be made on that day) since the prior date of determination; provided, however, that (1) the Allocation Amount may never be less than zero, (2) the Allocation Amount may never be greaterthan the Adjusted Outstanding Dollar Principal Amount and (3) if there is a sale of Collateral in accordance with Section 4.14, the Allocation Amount will be reduced to zero upon such sale.

  • Class B Floating Allocation means, with respect to any Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class B Adjusted Investor Interest as of the close of business on the last day of the preceding Monthly Period and the denominator of which is equal to the Adjusted Investor Interest as of the close of business on such day; provided, however, that, with respect to the first Monthly Period, the Class B Floating Allocation shall mean the percentage equivalent of a fraction, the numerator of which is the Class B Initial Investor Interest and the denominator of which is the Initial Investor Interest.

  • Monthly Total Principal Allocation means for any Related Month the sum of all Series 2010-6 Principal Allocations with respect to such Related Month.

  • Class A Floating Allocation means, with respect to any Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class A Adjusted Investor Interest as of the close of business on the last day of the preceding Monthly Period and the denominator of which is equal to the Adjusted Investor Interest as of the close of business on such day; provided, however, that, with respect to the first Monthly Period, the Class A Floating Allocation shall mean the percentage equivalent of a fraction, the numerator of which is the Class A Initial Investor Interest and the denominator of which is the Initial Investor Interest.

  • Carryover Allocation means an Allocation made to the Project if the Project will not be Placed in Service by close of the calendar year of the Allocation.

  • Tax Allocations means the allocations set forth in paragraph 4 of Exhibit B.

  • Monthly Shared-Loss Amount means the change in the Cumulative Shared- Loss Amount from the beginning of each month to the end of each month.

  • Allocated Realized Loss Amount With respect to any Distribution Date and any Class of Mezzanine Certificates, the sum of (i) any Realized Losses allocated to such Class of Certificates on such Distribution Date and (ii) the amount of any Allocated Realized Loss Amount for such Class of Certificates remaining unpaid from the previous Distribution Date.

  • Loss Allocation Limitation As defined in Section 4.4(g).

  • REMIC 2 Principal Loss Allocation Amount With respect to any Distribution Date and the mortgage loans, an amount equal to (a) the product of (i) the Aggregate Stated Principal Balance of the Mortgage Loans and related REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate of the Uncertificated Principal Balances of REMIC 2 Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7, REMIC 2 Regular Interest M-8 and REMIC 2 Regular Interest B, and the denominator of which is the aggregate of the Uncertificated Principal Balances of REMIC 2 Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7, REMIC 2 Regular Interest M-8, REMIC 2 Regular Interest B and REMIC 2 Regular Interest ZZ.

  • REMIC I Principal Loss Allocation Amount With respect to any Distribution Date, an amount equal to the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate Uncertificated Balance of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTM10 and the denominator of which is the aggregate Uncertificated Balance of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10 and REMIC I Regular Interest I-LTZZ.

  • Allocation Date means, with respect to any Transfer Date, the Business Day which is immediately prior to such Transfer Date.