Waterfall Schedule definition

Waterfall Schedule has the meaning set forth in Section 2.1(a). * * *
Sample 1Sample 2
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; Third, to Litigation Counsel, the amount, if any, of Costs incurred but not yet invoiced; Thereafter, the remaining Proceeds to be distributed twenty-five percent (25%) to Litigation Counsel, fifty percent (50%) to Claimant, and twenty-five percent (25%) to Funder. The following Additional Covenants are added to memorialize understandings among the parties:
Sample 1
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. 1.2. In this Agreement: (a) a reference to a document in the “agreed form” is a reference to a document in a form approved and for the purposes of identification signed by or on behalf of the Investor and the Company or otherwise agreed in writing (including by e- mail) by or on behalf of the Investor and the Company to be in an approved form; (b) a reference to a statutory provision includes a reference to: (i) the statutory provision as modified or re-enacted or both from time to time whether before or after the date of this Agreement; and (ii) any subordinate legislation made under the statutory provision whether before or after the date of this Agreement; (c) a reference to a person includes a reference to a body corporate, association or partnership; (d) a reference to a person includes a reference to that person’s legal personal representatives and successors; (e) the expressions “subsidiary undertaking” and “holding company” shall have the meanings given in the Companies Xxx 0000; 13
Sample 1

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.

  • 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.

  • The parties hereto acknowledge and agree that each of Buyer, the Parent Parties, the Surviving LLC and the Seller Representative can rely on (i) the Distribution Waterfall Schedule and (ii) the Pro Rata Share Schedule, as setting forth a true, complete and accurate listing of all items set forth in and amounts payable pursuant to the Company LLC Agreement, the Phantom Equity Plan, the Incentive Plan and the Incentive Unit award agreements under the Incentive Plan, as applicable.


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 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$0.000047943 each; “Z1 Shares” means the Z1 shares of US$0.000047943 each in the capital of the Company; and “Z Shares Condition” means the condition listed in paragraph 10 of Schedule 5. 1.2. In this Agreement: (a) a reference to a document in the “agreed form” is a reference to a document in a form approved and for the purposes of identification signed by or on behalf of the Investor and the Company or otherwise agreed in writing (including by e- mail) by or on behalf of the Investor and the Company to be in an approved form; (b) a reference to a statutory provision includes a reference to: (i) the statutory provision as modified or re-enacted or both from time to time whether before or after the date of this Agreement; and
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.
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

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.

  • Order Schedule means an MSC Order Schedule (or other order document) agreed to by Customer and MSC, and which incorporates this Agreement, by reference or otherwise, and sets forth, among other things, the Software, Maintenance and/or Services ordered.

  • Prepayment Charge Schedule As of any date, the list of Prepayment Charges included in the Trust Fund on such date, attached hereto as Schedule 2 (including the prepayment charge summary attached thereto). The Prepayment Charge Schedule shall set forth the following information with respect to each Prepayment Charge:

  • 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 Instalments in the agreed inserted into this Agreement in accordance with Clause 6.1 (Repayment) as Schedule 1 (Repayment Schedule), and as replaced from time to time pursuant to Clause 6.4;

  • 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.

  • Tariff Schedule means the tariff schedule contained in Annexure B to this Access Arrangement or, if Envestra has published a revised tariff schedule, the tariff schedule in effect from time to time.

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

  • Schedule of Charges means the schedule as seen in clause 2.5.

  • 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 set forth in Section 5.11(f)(ii).

  • 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.