First Distribution Amount definition
Examples of First Distribution Amount in a sentence
If the Second Merger Closing has not occurred prior to May 28, 2024, then Orca Midco shall have the right (subject to and in accordance with the terms and procedures set forth in Section 9.31 and this Section 9.34) to receive an advance from the funds then held in the Divestiture Proceeds Escrow Account in an amount equal to the First Distribution Amount.
Upon receipt by Orca Midco of the First Distribution Amount and/or the Second Distribution Amount, Orca Midco shall have the right (which the SPAC acknowledges) to loan such amounts to ITSF or any of its Subsidiaries.
Except as contemplated by this Agreement, as of the date hereof, Purchaser is not, and as of the Closing Date Purchaser will not be, subject to any Contract or other obligation with any Person that in any way prevents, prohibits, or otherwise restricts or conditions Purchaser's ability to make or pay the First Distribution Amount, Second Distribution Amount or the Maximum Distribution Amount, as the case may be, under Section IV.B of the Fourth Amended and Restated Certificate of Incorporation.
The Parties agree that Orca Midco shall have the right, at any time, to distribute to the Company the receivables in respect of the loans relating to each of (i) the First Distribution Amount, (ii) the Second Distribution Amount, (iii) the Midco-Company Intercompany Loan, (iv) the Specified SPAC Transaction Expenses and (v) the Additional Specified SPAC Transaction Expenses.
Any portion of the First Distribution Amount held by the Escrow Agent following the First Escrow Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquirer upon the resolution of such claims shall be distributed by the Escrow Agent to the Converting Holders within five Business Days following resolution of such claims and in accordance with each such Converting Holder’s Pro Rata Share of such portion of the First Distribution Amount.
The Trust shall distribute the First Distribution Amount to FirstCity on the First Distribution Date and shall distribute the Second Distribution Amount to FirstCity on the Second Distribution Date.
FirstCity and the Trust agree that June 30, 1997, shall be a Distribution Date and that the Distribution Amount on the First Distribution Date shall be the First Distribution Amount.