Common use of Payment of the Settlement Amount Clause in Contracts

Payment of the Settlement Amount. 31. Plaintiffs will open a special interest-bearing settlement escrow account or accounts, established for that purpose as a qualified settlement fund as defined in Section 1.468B-1(a) of the U.S. Treasury Regulations (the “Escrow Account”). Within 30 business days after preliminary approval of the Settlement by the Court, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will deposit $7.75 million into the Escrow Account. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ agrees to pay an additional $5 million into the Escrow Account if ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has a Cash Balance, calculated as defined below, of at least $40 million as of December 31, 2025. If ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ does not have a cash balance of at least $40 million as of December 31, 2025, but does have a Cash Balance of at least $40 million in any following month, until December 31, 2027, then ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will pay $5 million into the Escrow Account. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ agrees to pay $5 million into the Escrow Account if ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has a Cash Balance, calculated as defined below, of at least $40 million as of December 31, 2026. If ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ does not have a Cash Balance of at least $40 million as of December 31, 2026, but does have a Cash Balance of at least $40 million in any following month, until December 31, 2027, then ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will pay $5 million into the Escrow Account. If ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ payments become due in the same month (i.e. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ first has a Cash Balance above $40 million in February of 2027), then ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will make the first payment of $5 million into the Escrow Account within 30 days, and will then have until December 31, 2027 to make the second payment into the Escrow Account. All payments that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ owes must be completed by December 31, 2027. If ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ does not have a Cash Balance above $40 million at any point from December 31, 2025 until December 31, 2027, then ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not be responsible for any additional payments besides the initial guaranteed payment of $7.75 million. In total, these payments of $7.75 million in a guaranteed payment and up to $10 million in contingent payments are the Total Monetary Settlement Amount. Cash Balance is calculated based on the average daily cash balance of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for the 30 days preceding December 31st of the year in question for which the contingent payment is due. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Plaintiffs agree that all material cash payments that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ makes, between April 18, 2024 and December 31, 2027, that are not in the ordinary course of business, shall not be counted as deductions against the calculation of the cash balance other than payments made pursuant to this Settlement Agreement. Examples of such cash payments that may not be in the ordinary course of business include: (i) dividends to shareholders; (ii) distributions to shareholders; (iii) redemptions of stock by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (other than in connection with employee stock plans that are consistent with existing employee stock plans); or (iv) acquisitions of businesses by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. Any disputes about the calculation of the cash balance should be resolved through mediation between the parties, either ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or another mediator, mutually chosen by the parties, for binding resolution. For the avoidance of doubt, and as an example, if ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ makes a cash dividend payment of $10 million on November 30, 2025, that amount shall be included in calculating the cash balance of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. In the event of a transaction between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and a third party unaffiliated with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or non-controlling shareholder in which (i) the third party or non-controlling shareholder acquires a controlling interest in ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc.’s stock and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc.’s stock ceases to be traded on a national stock exchange, or (ii) the third party and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. merge or consolidate with the third party or non-controlling shareholder controlling 50% or more of the combined entity; or (iii) the third party or non-controlling shareholder purchases all or substantially all of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc.’s assets, then payment of any outstanding contingent payment(s) is accelerated, and the contingent payment(s) become due within 30 days of completion of the transaction. All accrued interest from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ payments into the Escrow Account shall be for the benefit of the plaintiff classes unless the Settlement is not approved, or is rescinded, in which case the interest shall be for the benefit of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.