Proceeds Allocation Schedule definition

Proceeds Allocation Schedule has the meaning set forth in Section 1.1(c).
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Proceeds Allocation Schedule has the meaning set forth in Section 1.4(d).
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Proceeds Allocation Schedule means the schedule set forth on Annex A attached hereto. “Purchase Price” means (a) the Mistral Purchase Price or (b) the Verlinvest Purchase Price, as the context may require.
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Examples of Proceeds Allocation Schedule in a sentence

  • The Payment Agent shall draw upon the Equity Deposits as required from time to time in order to make the payments to the applicable Equityholders as specified in the Share Purchase Agreement and the Proceeds Allocation Schedule.

  • The Equity Consideration shall be held in a separate account in the name of the Payment Agent (including in its capacity as the 104H Trustee, if applicable) and shall be distributed to the applicable Equityholders in accordance with the Share Purchase Agreement, the Proceeds Allocation Schedule, the terms hereof and the provisions of the 104H Tax Ruling or the 104H Interim Ruling, as applicable.

  • The Proceeds Allocation Schedule (a) complies with Section 2.3(f), (b) complies and is in accordance with the Company’s Organizational Documents, the Company’s contractual obligations and applicable Laws, and (c) is otherwise accurate.

  • Any such amounts shall be held in separate accounts in the name of the Payment Agent and shall be distributed to the Equityholders in accordance with the Proceeds Allocation Schedule and the terms hereof.

  • Eligibility of each Seller to receive shares of Buyer Common Stock, as set forth in the Proceeds Allocation Schedule, shall be conditioned upon such Seller executing the written confirmation that it is a Qualified Shareholder as set forth on the signature page to this Agreement or in other form satisfactory to Buyer (the “Shareholder Confirmation”).

  • As soon as reasonably practicable following the Closing (but in no event more than five Business Days thereafter), the Payment Agent shall mail a Required Details Form to each Equityholder at the address set forth opposite each such Person’s name on the Proceeds Allocation Schedule.

  • Any such additional deposits shall be held in a separate account in the name of the Payment Agent and shall be distributed to the Equityholders in accordance with the Proceeds Allocation Schedule and the terms hereof.

  • The Proceeds Allocation Schedule may be updated from time to time as set forth in the Share Purchase Agreement, and the Seller Representative shall provide any such updated Payment Allocation Schedule to the Payment Agent (with a copy to the Buyer).

  • Any amounts payable to the Equity Waiver Participants pursuant to the terms of the Equity Waiver Agreements (the “Equity Waiver Payments”) shall be deducted from the Total Purchase Price and distributed to the Equity Waiver Participants in accordance with the Proceeds Allocation Schedule and the terms of Section 2.3, and Buyer and Parent shall have no responsibility for any Equity Waiver Payments other than in accordance with the terms of this Agreement.

  • The Proceeds Allocation Schedule is attached hereto as Exhibit A.


More Definitions of Proceeds Allocation Schedule

Proceeds Allocation Schedule has the meaning set forth in Section 2.3(f). “Real Property” has the meaning set forth in Section 3.16(f).
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Proceeds Allocation Schedule means the schedule set forth on Annex A attached hereto. “Purchase Price” means (a) the Mistral Purchase Price or (b) the Verlinvest Purchase Price, as the context may require. “Purchaser Transaction Fees and Expenses” means (a) the Mistral Purchaser Transaction Fees and Expenses or (b) the Verlinvest Purchaser Transaction Fees and Expenses, as the context may require. “Purchasers’ Ownership Adjustment Ratio” means the quotient of (i) one (1) divided by (ii) the difference between (A) one (1) minus (B) the Aggregate Percentage Interest (expressed as a decimal). “Redeemed Member” means any member of the Company whose interest in the Company is, or will be, partially redeemed in connection with the Sale pursuant to Section 1.1. “Redemption” means any redemption of Units in the Company in connection with the Sale pursuant to Section 1.1. “Redemption Agreements” means the KKDC Redemption Agreement and Management Redemption Agreements. “Reference Date” means, as of July 17, 2021. “Release” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including, without limitation,
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