Internal Distribution Sample Clauses

Internal Distribution. Subject to the terms of this Addendum and the App Developer Agreement, you may make Enterprise Applications internally available to Personnel. Enterprise Applications may not be made available to consumers, other companies or the general public, except for vendors or companies that are under contract with you to develop or test any Enterprise Applications. You are responsible for any unauthorized distribution of the Certificate Software and Enterprise Applications outside of the terms and conditions of this Addendum. b. No Alternative Marketplace. You will not use the Certificate Software to: (i) make paid Applications that are offered in the general Store available to your Personnel; and
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Internal Distribution. MOC shall distribute to Marathon Oil all of MOC’s right, title and interest in and to the outstanding Marathon Petroleum Shares.
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Internal Distribution. FFMC shall effect the Internal Distribution by distributing to First Data all of FFMC’s right, title and interest in and to the outstanding shares of common stock of FDCS Holdings.
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Internal Distribution. On the Distribution Date, but immediately prior to the transactions described in Section 2.1(d) below, ISI shall effect the Internal Distribution by distributing all of the issued and outstanding shares of PracticeWorks Common Stock to InfoCure. Each share of PracticeWorks Common Stock delivered by ISI to InfoCure shall be validly issued, fully paid and nonassessable and free of any preemptive (or similar) rights.
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Internal Distribution. Effective as of the Separation Time, Parent shall cause Energy Funding to distribute all of the equity securities of Energy Supply to Parent and in accordance with the Separation Plan, in each case free and clear of any Security Interest other than pursuant to the Financings (the “Internal Distribution”), following which Energy Supply shall be a wholly owned direct Subsidiary of Parent, in a transaction intended to qualify, together with the Energy Supply Election, as a tax-free reorganization pursuant to Sections 368(a)(1)(D) and 355 of the Code.
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Internal Distribution. FFMC shall effect the Internal Distribution by distributing to First Data all of FFMC’s right, title and interest in and to the outstanding shares of common stock of FDCS Holdings. For federal income tax purposes, the Internal Contribution and the Internal Distribution are intended to qualify for tax-free treatment under Sections 355 and 368(a)(1)(D) of the Code.
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Related to Internal Distribution

  • Final Distribution The liquidator will distribute any assets remaining after the discharge or accommodation of the Company’s debts, obligations and liabilities to the Member.

  • Final Distributions Section 8.01. Sale of Receivables or Certificateholders' Interest pursuant to Section 2.06 or 10.01 of the Agreement and Section 7.01 or 7.02 of this Supplement.

  • Tax-Free Reorganization Treatment The parties hereto intend that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Each of the parties hereto shall, and shall cause its respective subsidiaries to, use its reasonable best efforts to cause the Merger to so qualify.

  • Special Distribution If and whenever the Company shall issue or distribute to all or substantially all the holders of Common Stock:

  • Tax-Free Reorganization The Merger is intended to be a tax-free plan or reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended.

  • Section 368 Reorganization For U.S. federal income tax purposes, the Share Exchange is intended to constitute a “reorganization” within the meaning of Section 368(a)(1)(B) of the Code. The parties to this Agreement hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Share Exchange as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated prior to the Closing Date has or may have on any such reorganization status. The parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transaction contemplated by this Agreement, and (ii) is responsible for paying its own Taxes, including without limitation, any adverse Tax consequences that may result if the transaction contemplated by this Agreement is not determined to qualify as a reorganization under Section 368 of the Code.

  • Special Distributions In case the Company shall fix a record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(c) and 4(d) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(e) above), the Warrant Price to be in effect on and after such record date shall be adjusted by multiplying the Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, and (ii) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant prior to the date such subsequent adjustment was made. h.

  • Residual Distributions If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights and preferences.

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