Future Payment Allocation Schedule definition

Future Payment Allocation Schedule means a schedule, prepared by the Stockholders’ Representative with respect to the applicable Future Payment setting forth for each Company Stockholder: (a) such Company Stockholder’s name, address and email address (to the extent available); (b) the portion of such Future Payment to be paid to such Company Stockholder by Parent, expressed as a percentage and as a dollar amount; (d) such Company Stockholder’s election to receive any such cash payment by check or by wire transfer; and (e) for Company Stockholders electing to receive payment by check, delivery instructions for such check, or for Company Stockholder electing to receive payment by wire transfer, wire transfer instructions for such wire transfer, in the form attached hereto as EXHIBIT I.
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Future Payment Allocation Schedule is defined in Section 3.6(a)(iii).
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Future Payment Allocation Schedule means a schedule, to the extent required, prepared by the Equityholders’ Representative with respect to the applicable Future Payment Amount setting forth, for each Equityholder: (i) such Equityholder’s name and address; (ii) the number of shares of Company Common Stock held by such Equityholder immediately prior to the Closing Date; (iii) the number of shares of Company Common Stock subject to Company Options held by such Equityholder immediately prior to the Closing Date; (iv) the number of shares of Series A Preferred Stock subject to the Company Warrant held by such Equityholder immediately prior to the Closing Date; (v) the number of shares of Series A Preferred Stock held by such Equityholder immediately prior to the Closing Date; (vi) the portion of such Future Payment Amount to be paid to such Equityholder by Parent (which amount shall be calculated in accordance with the provisions of the Company Certificate of Incorporation as amended and in effect as of immediately prior to the Closing as if the transactions contemplated hereby constitute a Deemed Liquidation Event (as defined in the Company Certificate of Incorporation as amended and in effect as of immediately prior to the Closing), applicable Law, and the terms and conditions of this Agreement); (vii) such Equityholder’s election to receive such payment by check or by wire transfer; (viii) for Equityholders electing to receive payment by check, delivery instructions for such check, or for Equityholders electing to receive payment by wire transfer, wire transfer instructions for such wire transfer; (ix) the amount, expressed both as an amount and as a percentage, payable to each Equityholder, if any, for each additional Milestone Payment Amount payable pursuant to Section 2.9(e); and (x) the Stifel Payment Amounts payable to Stifel pursuant to Section 2.9(e) as a result of each Milestone Payment Amount and wire transfer instructions (assuming in the case of clauses (ix) and (x) each Milestone has been achieved). Each such schedule shall be prepared taking into account any and all portions of the Merger Consideration previously paid to each Equityholder, including any amounts that may be released to the Equityholders from the Equityholder Representative’s Fund.
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Examples of Future Payment Allocation Schedule in a sentence

  • To explain the optimization, we return to the processing diagram given earlier.

  • In the event a claim for indemnification under this Section 9 shall have been finally determined as set forth in this Section 9.6, the amount of the Damages shall be paid as follows: (A) if to be paid to a Parent Indemnitee, as set forth in Section 9.4, or (B) if to be paid to a Company Indemnitee by Parent, in accordance with the Future Payment Allocation Schedule applicable to such payment.

  • If the initial payment of the ERC Tax Refund to the Surviving Corporation is less than the full amount of the ERC Tax Refund, Parent shall cause the Paying Agent to pay each Company Stockholder his, her or its applicable Per Share Future Payment, if any, in respect of such distribution of such portion of the ERC Tax Refund in accordance with the applicable Future Payment Allocation Schedule.

  • The Future Payment Allocation Schedule delivered prior to Closing shall be (and any update thereof will be), prepared by the Company in accordance with the Certificate of Incorporation of the Company, the terms and conditions of this Agreement, the terms and conditions of any Convertible Note and all agreements related thereto, each as in effect immediately prior to the Closing.

  • Any PDI Common Stock to be delivered pursuant to the Contingent Consideration Agreement shall be issued by PDI in accordance with the directions of the Equityholder Representative, which direction shall be consistent with the Future Payment Allocation Schedule and shall be based upon PDI Common Stock Market Value.

  • The Buyer shall cause the Surviving Corporation to pay as promptly as practicable (and in any event, no later than the next payroll date (following receipt of such cash) of the Surviving Corporation) to each holder of Options the Applicable Share of the Closing Adjustment Surplus (reduced by any applicable withholding) in accordance with the applicable Future Payment Allocation Schedule.

  • With respect to Employee Recipients, the Buyer shall cause the Surviving Corporation to pay to each holder of Phantom Share Units, through the Surviving Corporation’s payroll, each additional payment of the Phantom Share Unit Consideration (i) no later than the next payroll date of the Surviving Corporation following the date the Future Payment becomes payable and (ii) in accordance with the applicable Future Payment Allocation Schedule.

  • The Equityholders’ Representative shall determine the amounts to be paid to each Equityholder as set forth on any Future Payment Allocation Schedule in accordance with the Company Certificate of Incorporation as amended and in effect immediately prior to the Closing as if the transactions contemplated hereby constitute a Deemed Liquidation Event (as defined in the Company Certificate of Incorporation as amended and in effect as of immediately prior to the Closing), applicable Law and this Agreement.

  • With respect to each Non-Employee Recipient, subject to Section 2.2, the Paying Agent shall pay each additional payment of the Phantom Share Unit Consideration in accordance with the applicable Future Payment Allocation Schedule.

  • From the mid-1990s, this revenue requirement has been calculated using a model developed by, PricewaterhouseCoopers, on behalf of the Ministry of Transport and the BCA (known as the PwC model) (see Box 4.1).3 Box 4.1 The PricewaterhouseCoopers modelThe PricewaterhouseCoopers (PwC) model is used to calculate the ‘required revenue’ to operate a particular category of bus per year.


More Definitions of Future Payment Allocation Schedule

Future Payment Allocation Schedule means a schedule, to the extent required, prepared by the Equityholders’ Representative with respect to the applicable Future Payment Amount setting forth, for each Equityholder: (i) such Equityholder’s name and address; (ii) the number of shares of Company Common Stock held by such Equityholder immediately prior to the Closing Date; (iii) the number of shares of Company Common Stock subject to Company Options that are In the Money Options held by such Equityholder immediately prior to the Closing Date; (iv) the number of shares of Series A-1 Preferred Stock, Series A-2 Preferred Stock Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock Preferred Stock held by such Equityholder immediately prior to the Closing Date; (v) the portion of such Future Payment Amount to be paid to such Equityholder pursuant to the terms and conditions of this Agreement; (vi) such Equityholder’s election to receive such payment by check or by wire transfer; and (vii) for Equityholders electing to receive payment by check, delivery instructions for such check, or for Equityholders electing to receive payment by wire transfer, wire transfer instructions for such wire transfer. Such schedule will also include for each TBP Participant and each SBP Participant: (i) such Person’s name and address; (ii) the portion of such Future Payment Amount to be paid to such Person; (iii) such Person’s election to receive such payment by check or by wire transfer; and (iv) for Persons electing to receive payment by check, delivery instructions for such check, or for Persons electing to receive payment by wire transfer, wire transfer instructions for such wire transfer.
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Future Payment Allocation Schedule shall have the meaning set forth in Section 2.2(c)(i).
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Related to Future Payment Allocation Schedule

  • Purchase Price Allocation Schedule has the meaning given to it in Section 2.7(a).

  • Allocation Schedule has the meaning set forth in Section 2.07.

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • 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.

  • Amortization Schedule means, with respect to each Equipment Note, the amortization schedule for such Equipment Note delivered pursuant to Section 2.02 of the Trust Indenture.

  • conditional allocation ’ means an allocation to a province or municipality from the national government’s share of revenue raised nationally, envisaged in section 214(1)(c) of the Constitution, as set out in Schedule 4, 5, 6 or 7;

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

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Final Payment Statement shall have the meaning set forth in Clause 19.13;

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Cost allocation plan means central service cost allocation plan, public assistance cost allocation plan, and indirect cost rate proposal. Each of these terms are further defined in this section.

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Class C Final Scheduled Payment Date means the Payment Date occurring in August 2022.

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

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

  • Stage Payment Statement shall have the meaning set forth in Clause 19.4; “Structures” means an elevated road or a flyover, as the case may be;

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Class E Final Scheduled Payment Date means the Payment Date occurring in June 2023.

  • Class B Final Scheduled Payment Date means the Payment Date occurring in June 2021.

  • Allocation Notice shall have the meaning assigned to such term in Section 11.14(i) hereof.

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Payment Date Statement means a report setting forth certain information relating to the Reference Pool, the Notes, the Reference Tranches and the hypothetical structure described in the Prospectus, which shall be in such form as is required under the Prospectus and otherwise as agreed upon between the Issuer and the Global Agent.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • CVR Payment Amount means with respect to each CVR Payment and each Holder, an amount equal to such CVR Payment divided by the total number of CVRs and then multiplied by the total number of CVRs held by such Holder as reflected on the CVR Register.