Examples of Preferred Allocation in a sentence
If, in connection with a Denim Sale, the sum of the cash proceeds payable with respect to the shares of Parent Stock issued hereunder plus Sold Parent Stock Gross Proceeds does not exceed the sum of Eleven Million Dollars ($11,000,000) less the value of any Holdback Shares cancelled further to Article VIII, then Denim shall, in connection with the closing of such Denim Sale, pay to the Preferred Members set forth on the Preferred Allocation Schedule pro rata the amount of any shortfall.
Except for Claims (as such term is defined below) made in respect of (i) any breach of a Holder Fundamental Representation or a Xxxxxx Fundamental Representation, (ii) breaches of any covenant or agreement, or (iii) the Preferred Allocation Schedule (collectively, “Holder Fundamental Claims”), all Claims made by Denim Indemnified Parties shall be satisfied exclusively from the Holdback Shares.
By way of example only, if the cash proceeds payable with respect to the shares of Parent Stock issued hereunder in connection with a Denim Sale is $9,000,000 and if there are no Sold Parent Stock Gross Proceeds, in said scenario, the members set forth on the Preferred Allocation Schedule would receive an additional cash payment in the amount of $2,000,000.
Such Holder is the record and beneficial owner of, and has good and marketable title to the Membership Units set forth across from such Holder’s name on the Preferred Allocation Schedule.
Promptly after the first anniversary of the date of this Agreement, subject to the provisions of Article VIII, Denim will issue new certificates evidencing the Holdback Shares not otherwise cancelled further to Article VIII to each Preferred Unitholder pursuant to the Preferred Allocation Schedule.
Upon any such amendment, Schedules 1.01(a) and 1.01(b) shall be amended, without any further action by any of the parties hereto, to reflect the foregoing amendments to the Holdings Common Allocation, the Holdings Preferred Allocation, the Holdings Common Stock Price and the Holdings Preferred Stock Price, if any.
Only those Preferred Members set forth on the Preferred Allocation Schedule are entitled to shares of Parent Stock and a portion of the Note in connection with the Merger and no other member of Xxxxxx’x is entitled to any consideration or compensation in connection with the Merger.
Each holder of Company Stock further irrevocably waives, releases and discharges the Parent, the Surviving Corporation and their respective Subsidiaries from any liability relating from its reliance on, or payment of the Preferred Stock Merger Consideration and Preferred Per Share Merger Consideration in accordance with, the Preferred Allocation Certificate.
Notwithstanding the foregoing, the parties agree that it may be in the best interest of Holdings to adjust the Holdings Common Allocation and the Holdings Preferred Allocation or sell shares of Holdings Common Stock and Holdings Preferred Stock at a price per share other than the Holdings Common Stock Price and the Holdings Preferred Stock Price, respectively.
The right of PETROBRAS to utilize such capacity shall be subject to termination at the request of the Consortium, to the extent that the forecasted Net Revenues that could be obtained by the Consortium exceed the sum of the Genco Allocation plus PETROBRAS Preferred Allocation for such period.