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 3.3(b).
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Future Payment Allocation Schedule shall have the meaning set forth in Section 2.2(c)(i).
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Examples of Future Payment Allocation Schedule in a sentence

  • PDI Common Stock shall be issued to Equityholders in accordance with the Future Payment Allocation Schedule, as directed by the Equityholders Representative, in accordance with the terms of the Merger Agreement.

  • Any portion of the Escrow Fund released to the Paying Agent pursuant to the terms of the Escrow Agreement shall be for the benefit of the holders of Company Shares and shall be paid by the Paying Agent (reduced by any applicable withholding) to holders of Company Shares in accordance with their Applicable Shares, as set forth on the applicable Future Payment Allocation Schedule.

  • The Paying Agent shall make all payments constituting the Aggregate Closing Stock Consideration to the applicable Company Stockholders in accordance with the Closing Date Allocation Schedule and the Letters of Transmittal and shall make all Future Payments to the applicable Company Stockholders 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.

  • Parent shall pay all such Sublicense Payments within sixty (60) days after delivery of such report, in accordance with the applicable Future Payment Allocation Schedule to be provided by the Holder Representative in accordance with Section 3.6(a)(iii).

  • Parent and the Holder Representative shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to pay to the Class V Holders out of the Producer Escrow Escrow Fund an amount equal to any Excess Producer Escrow Amount, allocated among the Class V Holders in accordance with the applicable Future Payment Allocation Schedule, on the date that is five (5) business days following its determination.

  • 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.

  • If there are any Unresolved Claims as of the Expiration Date, then the Escrow Agent shall retain the Unreleased Escrow Amount until all such Claims have been resolved and all amounts owed to the Company Securityholders satisfied therefrom, at which time Parent shall cause the remaining portion of the Unreleased Escrow Amount, if any, to be delivered to the Company Securityholders in accordance with the applicable Future Payment Allocation Schedule.

  • 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.

  • All amounts that Parent may be required to pay under this Section 3.5 shall be paid in cash, in immediately available funds, to the Equityholders in accordance with the applicable Future Payment Allocation Schedule to be provided by the Holder Representative in accordance with Section 3.6(a)(iii).


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 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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Related to Future Payment Allocation Schedule

  • Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).

  • 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.

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

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Closing Date Cash means Company Cash as of 11:59 P.M. on the date immediately prior to the Closing Date.

  • Class C Final Scheduled Payment Date means the Payment Date occurring in December 2024.

  • 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 Government guaranteed securities, which may be held without limit:

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

  • 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.

  • 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.

  • 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.

  • 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 shall have the meaning set forth in Section 3.1(a).

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

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

  • CVR Payment Amount has the meaning set forth in Section 2.4(a).

  • Expected Amortization Schedule means, with respect to any Tranche, the expected amortization schedule related thereto set forth in the Series Supplement.

  • Class D Final Scheduled Payment Date means the Payment Date occurring in April 2021.