Distribution Waterfall is defined in, and shall be calculated in accordance with, the “Distribution Waterfall Schedule” attached hereto as Annex C, which shall be updated as necessary by the Company prior to the Closing.
Distribution Waterfall means distributions and/or payment to the holders of Company Shares (including any Ordinary Shares issued pursuant to an exercise of the Company Warrant in accordance with Exhibit N), Vested Company Options and Vested Company RSUs of the Aggregate Consideration (and any adjustments thereto) and of the Post-Closing Payments, all in the order and in the amounts set forth in Exhibit O attached hereto; provided that it is understood by the parties to this Agreement (i) that the distributions to shareholders must be made in accordance with the provisions of the Memorandum of Association (taking into account Section 3.16), (ii) all payments and distributions to holders of the Vested Company Options and Vested Company RSUs pursuant to this Agreement are to be made pursuant to contractual rights |US-DOCS\131688172.4 Project Krieg SPA - LW comments - 27 February 2022|| under the Equity Plans for such holders to receive the contractual payment as if Ordinary Shares had been issued in respect of the same, but less the aggregate exercise price applicable to such issuances) and for the avoidance of doubt, such contractual payment shall be made outside of the provisions of the Memorandum of Association; and (iii) the Exhibit O attached to this Agreement as of the date hereof is a form thereof 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 delivered by the Company to Parent Sub along with the Closing Date Statement shall serve as the Distribution Waterfall for purposes of this Agreement. The Distribution Waterfall shall include the name, address and tax identification number (if known by the Company) of each such holder and the number of Company Shares or Company Options held by it respectively.
Distribution Waterfall means distributions to the Equityholders of the Merger Consideration in the order and in the amounts set forth therein; provided, that, the Distribution Waterfall delivered by the Company in connection with the Closing of the Merger as contemplated by and in accordance with Section 1 of this Agreement shall be fully compliant with the requirements of this Agreement and shall following such delivery by the Company in accordance with Section 1 of this Agreement serve as the Distribution Waterfall for purposes of this Agreement.
Examples of Distribution Waterfall in a sentence
Class A common stock in accordance with Section 3.10, equal to the applicable Pro Rata Share portion of the Earn-Out Consideration divided by the applicable Parent Stock Price, to be distributed to the Participating Equity Holders in accordance with the Distribution Waterfall and the provisions of this Agreement, provided that if (i) the Shift4 Payments, Inc.
To the extent that the Earn-Out Consideration is paid in cash, the payment shall be made to the Paying Agent on such Participating Equity Holders’ behalf, or, with respect to the Israeli Participating Equity Holders, issued to the Israeli Paying Agent on behalf thereof, and distributed in accordance with the Distribution Waterfall and the provisions of this Agreement.
The Company’s contractual obligation to ensure the holders of Vested Company Options receive the consideration set-out above shall be satisfied upon payment of the consideration set-out in this Merger Agreement and the Distribution Waterfall.
Upon the Court’s entry of the Proposed Order, the provisions of this Stipulation authorizing the implementation of the Distribution Waterfall shall be self-executing, and the Debtor is authorized to take any steps necessary in order to effectuate, consummate, and implement the provisions of this Stipulation.
It is acknowledged that, pursuant to the exercise of the Company’s powers under the Equity Plans, the Company has a contractual obligation to ensure the holders of Company RSU’s receive the consideration set-out above, which obligation will be satisfied upon payment of the consideration in accordance with this Merger Agreement and the Distribution Waterfall.
More Definitions of Distribution Waterfall
Distribution Waterfall means distributions to the Sellers of the Closing Cash Consideration, the Final Cash Consideration (after taking into account all prior distributions hereunder), the Stock Consideration and the Escrow Amount (after taking into account all prior distributions hereunder) in the order and in the amounts set forth in Exhibit B attached hereto. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall have no Liability to any Seller or any other Person in the event there are any inaccuracies contained in the Distribution Waterfall (it being agreed that Buyer’s agreement to distribute amounts in accordance therewith is at the request of, and an accommodation to, the Sellers).
Distribution Waterfall has the meaning ascribed to it in Clause 2.3(a). “Entrustment Bank” has the meaning ascribed to it in the Recitals.
Distribution Waterfall means a schedule setting forth, for each Company Member, based on the Estimated Per Interest Payment Amount for each Company Membership Interest held by such Person immediately prior to the Effective Time, the portion of the Closing Date Company Unit Consideration payable with respect to such Person in connection with the Closing, both in the aggregate and separated between the portion of Closing Date Company Unit Consideration attributable to Company Membership Interests held by such Person immediately prior to the Effective Time. An illustrative example of the Distribution Waterfall (giving effect to an illustrative Closing Date Company Unit Consideration equal to the Base Purchase Price) is set forth in Section 9.18(c) of the Company Disclosure Letter.
Distribution Waterfall means distributions and/or payment to the holders of Company Shares (including any Ordinary Shares issued pursuant to an exercise of the Company Warrant in accordance with Exhibit N), Vested Company Options and Vested Company RSUs of the Aggregate Consideration (and any adjustments thereto) and of the Post-Closing Payments, all in the order and in the amounts set forth in Exhibit O attached hereto; provided that it is understood by the parties to this Agreement (i) that the distributions to shareholders must be made in accordance with the provisions of the Memorandum of Association (taking into account Section 3.16), (ii) all payments and distributions to holders of the Vested Company Options and Vested Company RSUs pursuant to this Agreement are to be made pursuant to contractual rights [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. under the Equity Plans for such holders to receive the contractual payment as if Ordinary Shares had been issued in respect of the same, but less the aggregate exercise price applicable to such issuances) and for the avoidance of doubt, such contractual payment shall be made outside of the provisions of the Memorandum of Association; and (iii) the Exhibit O attached to this Agreement as of the date hereof is a form thereof 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 delivered by the Company to Parent Sub along with the Closing Date Statement shall serve as the Distribution Waterfall for purposes of this Agreement. The Distribution Waterfall shall include the name, address and tax identification number (if known by the Company) of each such holder and the number of Company Shares or Company Options held by it respectively.
Distribution Waterfall means the order and manner of distributions to the Members as set forth in Section 4.2(b) of the Limited Liability Company Agreement.
Distribution Waterfall has the meaning in Article 9.
Distribution Waterfall has the meaning given to it in the Investor Rights Agreement; "DRR" has the meaning ascribed to it in Clause 5 (Debenture Redemption Reserve); "Economic Loss" shall mean the result obtained by dividing: