Waterfall Schedule definition

Waterfall Schedule has the meaning set forth in Section 2.1(a).
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Waterfall Schedule means the waterfall proceeds schedule in the agreed form or such other form as the Investor and each Founding Shareholder may agree in writing from time to time; “Working Hours” means 8.30 a.m. to 6.30 p.m. on a Business Day in the time zone of the recipient; “Z Shares” means the Z shares in the capital of the Company with a nominal value (i) prior to Completion of US$1.00 each; and (ii) following Completion of US$0.000048 each; “Z1 Shares” means the Z1 shares of US$0.000048 each in the capital of the Company; and “Z Shares Condition” means the condition listed in paragraph 10 of Schedule 5.
Sample 1
Waterfall Schedule means payments by Acquiror in the following order: (A) first, only to the extent not fully paid pursuant to all prior Payment Amounts, payment to each holder of Preferred B Shares, in cash, of a portion of the Payment Amount per Preferred B Share equal to the difference between the Threshold Amount and the amount paid per share pursuant to all prior payments until fully paid; (B) next, only to the extent not fully paid pursuant to all prior Payment Amounts, payment to each holder of Preferred A Shares, in cash, of a portion of the Payment Amount per Preferred A Share equal to the difference between $0.50 and the amount paid per share pursuant to all prior payments until fully paid; (C) next, only to the extent not fully paid pursuant to all prior Payment Amounts, payment to each holder of Common Shares, in cash, of a portion of the Payment Amount per Common Share equal to the difference between $0.50 and the amount paid per share pursuant to all prior payments until fully paid; (D) next, only to the extent not fully paid pursuant to all prior Payment Amounts, payment to each holder of Common Shares and Preferred A Shares, together on a pro rata basis, in cash, of a portion of the Payment Amount equal to the difference between the Threshold Amount and the amount paid per share pursuant to all prior payments until fully paid; and (E) next, payment to each Seller, in cash, of a portion of the Payment Amount equal to (X) the First Earnout Cash Per Fully-Diluted Common Share, the Initial Escrow Cash Per Fully-Diluted Common Share or the Additional Escrow Cash Per Fully-Diluted Common Share, as applicable, multiplied by (Y) with respect to a holder of Common Shares, the number of Common Shares held by such holder immediately prior to the Closing, and with respect to a holder of Preferred Shares, the number of shares of Common Stock that would be issuable upon the conversion of all Preferred Shares held by such holder immediately prior to the Closing.
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Examples of Waterfall Schedule in a sentence

  • In the event that any holder of In-the-Money Options does not deliver an Optionholder Acknowledgement, the Company’s Board of Directors will use its reasonable discretion in allocating the Aggregate Closing Merger Consideration among the holders of Shares, Company RSUs and In-the-Money Options based on the methodologies set forth on the Waterfall Schedule in order to reflect any holder of In-the-Money Options not delivering an Optionholder Acknowledgement.

  • To the extent that the IRS’s Claim is Allowed as a Priority Tax Claim, the IRS will be paid Pro Rata with other Allowed Priority Claims pursuant to the Waterfall Schedule, until paid in full.

  • Subject to subsection 9.2 below, if Funder commits an incurable breach or fails to timely cure a material breach, Funder’s shall surrender any right to recovery of Unused Investment under this Agreement and Funder’s recovery under the final provision of the Waterfall Schedule shall be reduced from twenty-five percent (25%) to ten percent (10%).

  • Except as otherwise provided below, each Holder of an Allowed Administrative Expense Claim shall be paid a Pro Rata distribution from the Liquidating Estate, pursuant to the Waterfall Schedule, until paid in full.

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  • The Waterfall Schedule shall be updated to be consistent with the Estimated Closing Cash Purchase Certificate as in effect at the time of Closing.

  • The Purchase Price shall be allocated among the Sellers as set forth on Exhibit B at the time of the Closing (the relative allocation among Sellers after satisfaction of the amounts set forth on the Waterfall Schedule above the line labeled “Member Cash Distributions” being their respective “Allocation Percentages”).

  • Payment will be pursuant to the Waterfall Schedule until paid in full.

  • Concurrently with the delivery of the Preliminary Closing Statement, the Company shall deliver to Parent the Distribution Waterfall Schedule based on the foregoing estimates, which shall have been prepared in good faith by the Company.

  • All Post-Confirmation Administrative Claims shall be paid pari passu with the Subordinated Administrative Expense Claim, pursuant to the Waterfall Schedule.


More Definitions of Waterfall Schedule

Waterfall Schedule means a spreadsheet prepared by the Company, an illustrative form of which is attached hereto as Annex I (excluding, for purposes of the illustrative example, the email addresses), and delivered to the Purchaser, which shall include, (x) as of the Closing, (i) the names of all Unitholders and the Blocker Sellers and the Direct Seller and their respective e-mail addresses, (ii) the number and type of Company Units held by each Unitholder and the Direct Seller, (iii) the Consideration Per Unit and Equityholder Allocation Percentage applicable to each Unitholder in respect of such Person’s Company Units and (iv) the Blocker Sellers’ Closing Consideration and the Direct Sale Consideration (as applicable) and (y) following the final determination of the Closing Cash Proceeds pursuant to Section 3.05, the Blocker Sellers’ Merger Consideration and the Unitholders’ Merger Consideration, in each case, as determined strictly in accordance with the Company LLC Agreement, provided that, the Blocker Sellers will receive distributions with respect to the Company Units held by the Blockers and in the case of certain of the Blocker Sellers, with respect to the Direct Sale Units, as directed by the Representative pursuant to the payment instructions set forth in each such Unitholder’s Letter of Transmittal and each Sellers’ payment instructions provided to the Representative, and taking into account Section 2.01(h).
Sample 1
Waterfall Schedule. The schedule set forth below establishing priority in right of payment with respect to the Proceeds. The Proceeds shall be paid into the Trust account and distributed promptly among Claimant, Litigation Counsel, and Funder according to the following schedule: First, to Funder, the amount equal to the product of the Investment Amount and the Investment Factor; Second, to Funder, the lesser of (i) the Investment Amount and (ii) the amount equal to the Investment Amount less the Unused Investment; Third, to Litigation Counsel, the amount, if any, of Costs incurred in excess of the balance of the Trust Account;
Sample 1
Waterfall Schedule. The schedule set forth below establishing priority in right of payment with respect to the Proceeds. The Proceeds shall be paid into the Trust account and distributed promptly among Claimant, Litigation Counsel, and Funder according to the following schedule: First, to Funder, the amount equal to the sum of (i) the product of the Investment Amount and the Investment Factor and (ii) the product of the Additional Investment Amount and the Additional Investment Factor; Second, to Funder, the sum of (i) the Investment Amount and (ii) the Additional Investment Amount less (iii) the Unused Investment;
Sample 1

Related to Waterfall Schedule

  • Asset Schedule means with respect to any Transaction as of any date, an asset schedule in the form of a computer tape or other electronic medium (including an Excel spreadsheet) generated by Seller and delivered to Buyer and the Custodian, which provides information (including, without limitation, the information set forth on Exhibit E attached hereto) relating to the Purchased Mortgage Loans in a format reasonably acceptable to Buyer.

  • Prepayment Charge Schedule A data field in the Mortgage Loan Schedule attached hereto as Exhibit A which sets forth the amount or method of calculation of the Prepayment Charge and the term during which such Prepayment Charge is imposed with respect to a Mortgage Loan.

  • Equipment Schedule means (a) each Equipment Schedule attached to the applicable Requisition and (b) each Equipment Schedule attached to the applicable Lease Supplement.

  • 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.

  • Repayment Schedule means the schedule of repayment dates as detailed in Schedule 5 (Loan Repayment Schedule), to be replaced as required in accordance with Clause 5 (Repayment) and Clause 6.10(b) (Partial prepayment of Loans).

  • Purchaser Schedule means the Purchaser Schedule to this Agreement listing the Purchasers of the Notes and including their notice and payment information.

  • Monitoring Requirements Schedule means the Schedule containing details of the monitoring arrangements.

  • Implementation Schedule means the Implementation Schedule in Section VII of the tendering documents.

  • Shift Schedule means a written statement setting forth the days and hours upon which the employees are required to work.

  • Monitoring Schedule means the Schedule containing details of the monitoring arrangements.

  • Receivable Schedule means the list identifying the Receivables attached as Schedule 1 to the Sale and Servicing Agreement and as Schedule A to the Receivables Purchase Agreement (which list may be in an electronic format).

  • Schedule of Charges means the schedule as seen in clause Schedule of Charges;

  • Construction Schedule means a construction schedule indicating the planned start and completion dates of the major activities of the Work as set out in Appendix [ ], a future Appendix;

  • Disbursement Schedule means the disbursement schedule as set out in an FAA;

  • Schedule of Contracts means the list or lists of Contracts attached as Schedule A to this Agreement, which Contracts are being transferred to the Owner Trustee as part of the Trust Estate, which list or lists shall set forth the following information with respect to each such Contract in numbered columns:

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

  • Specification Schedule means the Schedule containing details of the Specification.

  • Pricing Schedule means the Schedule attached hereto identified as such.

  • Conversion Schedule means the Conversion Schedule in the form of Schedule 1 attached hereto.

  • Payment Schedule ’ means a schedule which sets out—

  • Asset Pool 1 Supplement means the Asset Pool 1 Supplement dated as of October 9, 2002, by and between the Issuer and the Indenture Trustee, as amended and supplemented from time to time.

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

  • Receivables Schedule means the schedule of receivables attached as Schedule A, as amended, supplemented or otherwise modified and in effect from time to time.

  • Loan Schedule The schedule, as amended from time to time, of Loans attached hereto as Exhibit D, which shall set forth as to each Loan the following, among other things:

  • Prices & Rates Schedule means the Schedule containing details of the Contract Price.

  • Time Schedule means the Time Schedule for final completion of the Works or Mechanical Completion of the Plant(s)/Unit(s), as the case may be, incorporated in the Contract or as may be extended by the OWNER or Engineer- in-Charge pursuant to the provisions hereof and shall include interim time schedules set up for achieving interim/phase-wise/stage-wise progress/completion/testing/commissioning/ handing over, as may be prescribed by the OWNER/Engineer-in-Charge, within the overall Time Schedule as originally envisaged or as extended.