Equity Allocation Sample Clauses

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Equity Allocation. Section 3.4 of the BCA shall be amended and restated as follows: On the Closing Date, in addition to the Participation Equity, the Issuer will issue New Shares (a) representing 2.634% of the total issued and outstanding New Shares of Issuer as of immediately following the Effective Date (subject to dilution by the New Warrants and the MIP) to all Backstop Parties other than the RCF Lender Backstop Parties pro rata among such Backstop Parties in accordance with their Backstop Commitment Percentages and (b) representing 0.066% of the total issued and outstanding New Shares of Issuer as of immediately following the Effective Date (subject to dilution by the New Warrants and the MIP) to all RCF Lender Backstop Parties pro rata among such RCF Lender Backstop Parties in accordance with their Backstop Commitment Percentages (such New Shares, collectively, the “Equity Premium”); provided that if any Backstop Party becomes a Defaulting Backstop Party, then such Defaulting Backstop Party shall not receive any New Shares in accordance with this Section 3.4 and such New Shares originally allocated to such Defaulting Backstop Party in accordance with this Section 3.4 shall instead be allocated to the Backstop Parties and/or Cover Purchaser, as applicable, that actually purchase the New Secured Notes that would have otherwise been purchased by such Defaulting Backstop Party, had such Defaulting Backstop Party not committed a Backstop Party Default, and such New Shares shall be allocated among such Backstop Parties and/or Cover Purchaser pro rata in proportion with the amount of such New Secured Notes the Defaulting Backstop Party was obligated to purchase, but which were actually purchased by such Backstop Parties and/or Cover Purchaser.
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Equity Allocation. Unless and until PS were to become an employee of HCS, PS' primary compensation for his work will be in the form of allocation and receipt of equity in HCS and HCS Related Companies. This allocation of equity to PS shall proceed as follows: a. At PS's completion of the first iteration of the business plan and strategy for HCS, PS will receive 5% of the total equity of HCS. b. Upon receipt by HCS or HCS Related Companies of the first payment from the funding source (or sources) that have made a commitment to fund the requirements in the business plan(s), PS will receive an additional 2.5% of the total equity of HCS and any HCS Related Companies. c. Upon receipt by HCS or HCS Related Companies of the last/final payment from funding source (sources) as above, PS will receive an additional 2.5% of the total equity of HCS and any HCS Related Companies. d. Any equity paid as described above shall vest immediately upon its allocation to PS. e. HCS' obligation for payment of the equity allocation, as outlined above, and PS's vesting in such equity allocation, shall survive any termination of this Agreement; they shall also apply should PS become an employee of HCS. f. Should HCS transform or reorganize into one or more HCS Related Companies, PS's equity allocation in each such HCS Related Company shall be at least equal to the percentages and levels described above. g. PS's equity in HCS or any HCS Related Companies shall not be diluted unless, as defined in the Articles of Incorporation of HCS, the Board of Directors votes to dilute the total equity of HCS. Furthermore, any dilution of PS' equity will be less than or equal to the dilution of the shares owned by Cybermarche, Inc., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇. Furthermore, if at any future time the Board of Directors elects to change any of the founder's shares to undilutable shares, PS' equity will also be changed in this way, so that the percentage of undilutable equity that PS holds will be at least equal to and may be more than the percentage of undilutable equity held by any of the individuals above, or at least equal to or may be more than 1/6th the total undilutable equity held by Cybermarche, Inc.
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Equity Allocation. The parties to this Agreement acknowledge that pursuant to the Contribution Agreement entered into between BMI and LICENSEE on May 1, 2001, and attached hereto as Attachment 2, referred to herein as the “Contribution Agreement”, BMI received six hundred sixty-six thousand six hundred sixty-six (666,666) shares of Common Stock of LICENSEE, $0.01 par value per share and three million three hundred ten thousand three hundred forty-five (3,310,345) shares of Series A Preferred Stock of LICENSEE, $0.01 par value per share, hereinafter collectively referred to as the “Shares”. The parties to this Agreement further acknowledge that of the total number of the Shares granted pursuant to the Contribution Agreement, one hundred thirty-three thousand three hundred thirty-three (133,333) shares of Common Stock and six hundred sixty-two thousand sixty-nine (662,069) shares of Series A Preferred Stock were received by BMI for the capital contribution of the INVENTIONS, PATENTS, and TECHNICAL INFORMATION which are the subject of this Agreement.
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Equity Allocation. None. • Other. Customary, affirmative, negative, and financial covenants. Maintenance financial covenants to be required but to be set at a reasonable cushion to the agreed business plan, acceptable to the Required Consenting First Lien Lenders and the Company, and the Required Consenting Second Lien Noteholders (to the extent of the Second Lien Consent Right). Covenants to apllow for Exit Securitization Program. Covenants to allow for $50 million super senior revolver basket capacity. Covenants to allow for asset sale proceeds to be used to repay super-senior revolver, if any. Customary reporting requirements acceptable to the Required Consenting First 5 For example, if the Company emerges in 2024, the first sweep will occur in Q1 2026 with the delivery of the full-year 2025 audit. RSA Ex. 2 - p. 13 Lien Lenders and the Company, including an agreed monthly segment reporting along with standard exit financing reporting requirements. Other customary provisions of loans of this nature to be included acceptable to the Required Consenting First Lien Lenders, the Company, and the Required Consenting Second Lien Noteholders (to the extent of the Second Lien Consent Right). Company shall use reasonable best efforts to obtain ratings from S&P and Moody’s for the Second-Out Exit Term Loans within 30 days of emergence and a corporate family rating for the borrower from each of S&P and Moody’s.
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Equity Allocation. As of the Effective Date and pursuant to the Merger Agreement, the Executive shall be allocated the right to an aggregate number of Restricted Stock Units exercisable for shares of the common stock of Luminent, Inc. representing 0.18% of the total issued and outstanding common stock of Luminent, Inc., determined as of the Effective Date and after conclusion of the transactions contemplated in the Merger Agreement) (“Restricted Stock Units”) on the terms and subject to the conditions set forth in the Restricted Stock Unit Award Agreement of even date herewith by and between the Executive and Luminent, Inc. (the “Restricted Stock Unit Agreement”), attached and incorporated herein. The terms of such Restricted Stock Unit Agreement shall include the following: (i) The Restricted Stock shall be allocated pursuant to an incentive compensation plan to be adopted by Luminent, Inc. prior to the Effective Date (the “Plan”) and pursuant to the terms of the Restricted Stock Unit Agreement, which shall set forth the specific terms of the allocation. Subject to the terms herein, and provided that Executive remains employed by the Company after the Effective Date, the Restricted Stock will vest and be granted in the name of Executive at the rate of twenty five percent (25%) per year (on a cliff basis) commencing on the first anniversary date following the Effective Date, and continuing at the same vesting rate of twenty five percent (25%) per year until fully vested, provided that Executive continues to be employed by the Company. (ii) Upon the termination of Executive’s employment by the Company other than for Fault, Cause, death, disability, or resignation pursuant to Article 5 below, fifty percent (50%) of any remaining allocated but unvested Restricted Stock granted to Executive on the Effective Date, shall immediately vest and be granted to Executive as of the Termination Date, but Executive shall not be entitled to any further vesting. All non-vested Restricted Stock shall be forfeited and shall not be subject to any further vesting as of the Termination Date upon the termination of Executive’s employment by the Company for Fault or Cause, or due to Executive’s death, disability, or resignation.
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Related to Equity Allocation

  • Regulatory Allocations The following allocations shall be made in the following order: (a) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 5.04(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Year (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(c), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(c) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(d), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 5.04(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(e) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (f) In the event that any Member has a negative Adjusted Capital Account at the end of any Fiscal Year, such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f) shall be made only if and to the extent that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • Priority Allocations (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

  • FORFEITURE ALLOCATION The amount of a Participant's Accrued Benefit forfeited under the Plan is a Participant forfeiture. The Advisory Committee will allocate Participant forfeitures in the manner specified by the Employer in its Adoption Agreement. The Advisory Committee will continue to hold the undistributed, non-vested portion of a terminated Participant's Accrued Benefit in his Account solely for his benefit until a forfeiture occurs at the time specified in Section 5.09 or if applicable, until the time specified in Section 9.14. Except as provided under Section 5.04, a Participant will not share in the allocation of a forfeiture of any portion of his Accrued Benefit.

  • Section 704(c) Allocations Notwithstanding Section 6.5.A hereof, Tax Items with respect to Property that is contributed to the Partnership with an initial Gross Asset Value that varies from its basis in the hands of the contributing Partner immediately preceding the date of contribution shall be allocated among the Holders for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. With respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering, such variation between basis and initial Gross Asset Value shall be taken into account under the “traditional method” as described in Regulations Section 1.704-3(b). With respect to other Properties, the Partnership shall account for such variation under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the General Partner. In the event that the Gross Asset Value of any Partnership asset is adjusted pursuant to subsection (b) of the definition of “Gross Asset Value” (provided in Article 1 hereof), subsequent allocations of Tax Items with respect to such asset shall take account of the variation, if any, between the adjusted basis of such asset and its Gross Asset Value in the same manner as under Code Section 704(c) and the applicable Regulations and using the method chosen by the General Partner; provided, however, that the “traditional method” as described in Regulations Section 1.704-3(b) shall be used with respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering. Allocations pursuant to this Section 6.5.B are solely for purposes of Federal, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Net Income, Net Loss, or any other items or distributions pursuant to any provision of this Agreement.