Company Distribution Sample Clauses

Company Distribution. Prior to the Effective Time, and pursuant to the terms of Article II of the Distribution Agreement, the Company will effect the Company Distribution.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Company Distribution. The conditions to the obligations of the Company to consummate the Company Distribution set forth in Article VIII of the Distribution Agreement shall have been satisfied (without giving effect to any waiver of any such condition not approved by Parent).
Sample 1Sample 2Sample 3
Company Distribution. “Company Distribution” shall mean the sum of any cash and the fair market value of any property that is distributed, transferred or paid by the Company to its stockholders (whether in a redemption transaction or as a dividend distribution) in connection with the Offer and the Merger.
Sample 1Sample 2
Company Distribution. In the event Company distributes Company Services to Sprint Users through [*****], including but not limited to [*****], Company shall pay Sprint an amount equal to [*****] of the Net Media Revenue (as defined in Exhibit J) for such Company Services provided Company can identify the end users of such Company Services as Sprint Users.
Sample 1
Company Distribution. Following the date of this Agreement and at such time prior to Closing as the Stockholders' Representatives deem appropriate, the Stockholders' Representatives shall determine (in terms of participants and relative amounts, in a manner consistent with the past practices of the Company), the persons entitled to any payment in respect of the amount (if any) by which the amount obtained by subtracting Current Liabilities from Current Assets exceeds $650,000, and, subject to Section 9.1(j), the Company shall be entitled to make such payments.
Sample 1
Company Distribution. The “Company Distribution” shall be determined in accordance with the following. Academic Year Tuition Percentage (In-State) Tuition Percentage (Out-of-State) Tuition Percentage (Existing Students*) 2013-2014 2016-2017 2017-2018 2018-2019 2019-2020 2020-2021 2021-2022 2022-2023 Partial Year 2023 *Existing students are students who are enrolled as of the Effective Date in an undergraduate online education degree or online degree-completion program at the University. If University desires to enroll students that do not fall into any of the classifications listed in the table above into UF Online courses, University and Company will work in good faith to determine the appropriate fee for those students. If the actual Instructional Fees for any academic term are less than the minimums set forth below, University and Company shall negotiate in good faith appropriate changes to the fee structure of this Program Term Sheet to reflect the changed circumstances. If the Parties are unsuccessful in achieving mutually agreed changes to the fee structure, Xxxxxxx may terminate this Program Term Sheet upon 180 days’ written notice to the other party. Academic Year Minimum Instructional Fees (In-State) Minimum Average Instructional Fees (Out-of-State) 2013-2014 2016-2017 2017-2018 2018-2019 2019-2020 2020-2021 2021-2022 2022-2023 Partial Year 2023
Sample 1
Company Distribution. Notwithstanding anything in this Agreement to the contrary, to the extent not paid at or prior to the Closing, promptly following the Closing and in any event no later than such date on which quarterly distributions have been made by the Company in the ordinary course in prior years, Contributee shall cause to be paid to Contributor an amount in cash, payable via wire transfer in immediately available funds, equal to the quarterly distribution payment attributable to Contributor’s proportionate ownership interest in the Company pursuant to Section 5.01(a) of the Company LLC Agreement, in each case for the period beginning on April 1, 2022 and ending on the earlier to occur of (A) the Closing Date and (B) June 30, 2022.
Sample 1
AutoNDA by SimpleDocs
Company Distribution. The distribution as described in Section 1.1 shall have been approved by the Board of Directors and the transactions contemplated by Section 1.1 shall have been consummated.
Sample 1
Company Distribution. In the event that the Settlement Escrow is insufficient to reimburse the Company for the Raices Tax Payment, if applicable, and any and all Transfer Expenses, the Escrow Agent shall disburse to the Company, cash from the Employment Agreement Payment Escrow, to compensate the Company for the Raices Tax Payment and any and all Transfer Expenses incurred by the Company or any of its affiliates. Upon receipt of a Company Disbursement Notice from the Company of the incurrence of any Transfer Expenses, the Escrow Agent shall promptly disburse to the Company from the Employment Agreement Payment Escrow, to the extent that there are insufficient funds in the Settlement Escrow, cash in the amount set forth in the Company Disbursement Notice, by wire transfer of immediately available funds.
Sample 1

Related to Company 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.

  • Deemed Distribution and Recontribution Notwithstanding any other provision of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, the Partnership shall be deemed to have distributed the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership property in kind to the Partnership, which shall be deemed to have assumed and taken such property subject to all such liabilities.

  • Subsidiary Distributions (a) The Borrower will not, and will not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

  • Quarterly Distributions On the Distribution Payment Date that follows each Distribution Date, the Trustee shall distribute to each Person who was a Registered Owner of the Up-MACRO Tradeable Shares as of the Record Date that preceded such Distribution Payment Date an amount equal to the portion of the Quarterly Distribution received by the Up-MACRO Tradeable Trust on the Up-MACRO Holding Shares it holds on deposit, in cash, for delivery thereof by the Depository to each Person who was a Beneficial Owner of Up-MACRO Tradeable Shares on such Record Date.

  • Regular Distributions Subject to the rights of the holders of Preferred Units ranking senior to or on parity with the Series H Preferred Units, the holders of Series H Preferred Units shall be entitled to receive on each Distribution Payment Date, out of assets of the Partnership legally available for the payment of the distributions, monthly cumulative cash distributions at the following rates per annum on the $1,000 liquidation preference per Series H Preferred Unit:

  • Liquidating Distribution In the event of the dissolution of the Partnership for any reason, the Partnership assets shall be liquidated for distribution in the following rank and order:

  • No Distribution Except with respect to any Shares that may be offered and sold pursuant to the Registration Statement, Counterparty is not entering into the Transaction to facilitate a distribution of the Shares (or any security that may be converted into or exercised or exchanged for Shares, or whose value under its terms may in whole or in significant part be determined by the value of the Shares) or in connection with any future issuance of securities.

  • Preferred Distributions For any period and without duplication, all Distributions paid, declared but not yet paid or otherwise due and payable during such period on Preferred Securities issued by the Borrower or any of its Subsidiaries or REIT. Preferred Distributions shall not include dividends or distributions: (a) paid or payable solely in Equity Interests of identical class payable to holders of such class of Equity Interests; (b) paid or payable to the Borrower or any of its Subsidiaries; or (c) constituting or resulting in the redemption of Preferred Securities, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full.

  • No Public Sale or Distribution Such Buyer (i) is acquiring its Note and Warrants, (ii) upon conversion of its Note will acquire the Conversion Shares issuable upon conversion thereof, and (iii) upon exercise of its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise thereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, by making the representations herein, such Buyer does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities in violation of applicable securities laws. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any Governmental Entity or any department or agency thereof.

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.