DISTRIBUTION OF ENTITLEMENTS Sample Clauses

DISTRIBUTION OF ENTITLEMENTS. 10.1 If, under the terms and conditions set forth in the Offer to Purchase, the Purchaser becomes obligated to accept and pay for the Shares validly tendered, the Purchaser shall:
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DISTRIBUTION OF ENTITLEMENTS. (a) If under the terms and conditions set forth in the Offer to Purchase the Purchaser becomes obligated to accept and pay for Shares tendered, upon instruction by the Purchaser and as promptly as practicable, but in any event not later than 5:00 p.m., New York City time, on the fifth NYSE trading day after the latest of: (i) the Expiration Date; (ii) the physical receipt by Mellon of a certificate or certificates representing tendered Shares (in proper form for transfer by delivery), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) or a Confirmation including an Agent's Message and any other documents required by the Letter of Transmittal; and (iii) the deposit by the Purchaser with Mellon of sufficient federal or other immediately available funds to pay, subject to the terms and conditions of the Offer, all stockholders for whom checks representing payment for Shares are to be drawn, less any adjustments required by the terms of the Offer, and all applicable tax withholdings, Mellon shall deliver or cause to be delivered to the tendering stockholders and designated payees, consistent with this Agreement and the Letter of Transmittal, official bank checks of Mellon, as agent for the Purchaser, and payable through Mellon in the amount of the applicable purchase price specified in the Offer (less any applicable tax withholding) for the Shares theretofore properly tendered and purchased under the terms and conditions of the Offer. The Purchaser will also deposit with Mellon, upon request, federal or other immediately available funds in an amount equal to the total stock transfer taxes or other governmental charges, if any, payable in respect of the transfer or issuance to the Purchaser or its nominee or nominees of all Shares so purchased. Mellon shall apply to the proper authorities for the refund of money paid on account of such transfer taxes or other governmental charges. On receipt of such refund, Mellon will promptly pay over to the Purchaser all money refunded.
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DISTRIBUTION OF ENTITLEMENTS. (a) If under the terms and conditions set forth in the Offer to Purchase, the Purchaser becomes obligated to accept and pay for Shares validly tendered, then upon instruction by the Purchaser and as promptly as practicable, but in any event not later than 5:00 PM, Eastern Time, on the fifth NYSE trading day after the latest of (i) the Expiration Date and (ii) the deposit by the Purchaser with Mellon of sufficient federal or other immediately available funds to pay, subject to the terms and conditions of the Offer, all stockholders for whom checks representing payment for Shares are to be drawn, less any adjustments required by the terms of the Offer and all applicable tax withholdings, Mellon shall deliver or cause to be delivered to stockholders who have validly tendered their Shares (and such holders’ designated payees), consistent with this Agreement and the Letter of Transmittal, official bank checks of Mellon, as agent for the Purchaser, and payable through Mellon in the amount of the applicable purchase price specified in the Offer (less any applicable tax withholding) for the Shares theretofore properly tendered and purchased under the terms and conditions of the Offer. Mellon will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise.
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DISTRIBUTION OF ENTITLEMENTS. If, under the terms and conditions set forth in the Offer, the Company becomes obligated to accept and pay for Old Notes tendered, the Company shall deposit with the Book Entry Transfer Facility New Notes and federal or other immediately available funds in an amount equal to the aggregate purchase price of all Old Notes tendered through the Book Entry Transfer Facility, in accordance with the terms of the Offer and the notice provided by you to the Company, specifying the amounts, settlement date and time, and other instructions for such distributions, in the following account: Chase Manhattan Bank Four Nxx Xxxx Xxxxx Xxx Xxxx, XX 00000 A/C Depositary Trust Company Reorg Deposit Account # 066-027608 ABA # 000000000 If Old Notes are tendered in the form of physical certificates to you, the Company shall deposit with you New Notes and federal or other immediately available funds in an amount equal to the aggregate purchase price of all Old Notes tendered in physical form, in accordance with the terms of the Offer and the notice provided by you, in an account designated by you.
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DISTRIBUTION OF ENTITLEMENTS. If, under the terms and conditions set forth in the Offer, the Company becomes obligated to accept and pay for Old Notes tendered, the Company shall deposit with the Book Entry Transfer Facility New Notes in an amount equal to the aggregate principal amount of all Old Notes tendered through the Book Entry Transfer Facility, in accordance with the terms of the Offer and the notice provided by you to the Company, specifying the amounts, settlement date and time, and other instructions for such distributions, in the following account: Chase Manhattan Bank Four Nxx Xxxx Xxxxx Xxx Xxxx, XX 00000 A/C Depositary Trust Company Reorg Deposit Account # 066-027608 ABA # 000000000 If Old Notes are tendered in the form of physical certificates to you, the Company shall deposit with you New Notes in an amount equal to the aggregate principal amount of all Old Notes tendered in physical form, in accordance with the terms of the Offer and the notice provided by you, in an account designated by you.
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DISTRIBUTION OF ENTITLEMENTS. (a)If under the terms and conditions set forth in the Offer to Exchange the Company becomes obligated to accept Notes exchanged, upon instruction by the Company and as promptly as practicable, but in any event not later than p.m., New York City time, on the ______ NYSE trading day after the latest of: (i) the Expiration Date; (ii) the physical receipt by you of a certificate or certificates representing exchanged Notes (in proper form for transfer by delivery), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) or a Confirmation including an Agent's Message and any other documents required by the Letter of Transmittal; and (iii) the deposit by the Company with you of sufficient New Notes to issue to exchanging Noteholders, subject to the terms and conditions of the Offer, all noteholders for whom New Notes are to be issued, less any adjustments required by the terms of the Offer, and all applicable tax withholdings, you shall deliver or cause to be delivered to the Exchanging noteholders and designated payees, consistent with this Agreement and the Letter of Transmittal, certificates representing New Notes for the Notes theretofore properly exchanged and exchanged under the terms and conditions of the
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DISTRIBUTION OF ENTITLEMENTS. (a) Upon satisfaction or waiver of all of the conditions to the Conversion Offer, the Company will accept Preferred Shares validly surrendered to Mellon for conversion on the terms and subject to the conditions set forth in the Conversion Offer Prospectus and the Letter of Transmittal. As soon as practicable after notice (such notice, if given orally, to be promptly confirmed in writing) of acceptance of Preferred Shares by the Company and receipt by Mellon of the funds referred to in Section 9(b) below, Mellon will:
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Related to DISTRIBUTION OF ENTITLEMENTS

  • 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.

  • 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 Corporation ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their respective rights and preferences.

  • Distribution of Property In the event it becomes necessary in connection with the liquidation of the Company to make a distribution of Property in-kind, subject to the priority set forth in Section 11.02, the liquidating trustee shall have the right to compel each Member to accept a distribution of any Property in-kind (with such Property, as a percentage of the total liquidating distributions to such Member, corresponding as nearly as possible to such Member’s Percentage Interest), with such distribution being based upon the amount of cash that would be distributed to such Members if such Property were sold for an amount of cash equal to the fair market value of such Property, as determined by the liquidating trustee in good faith, subject to the last sentence of Section 5.03(d).

  • Deemed Contribution and Distribution Notwithstanding any other provision of this Article 13, in the event that 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, for federal income tax purposes the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and immediately thereafter, distributed Partnership Units to the Partners in the new partnership in accordance with their respective Capital Accounts in liquidation of the Partnership, and the new partnership is deemed to continue the business of the Partnership. Nothing in this Section 13.3 shall be deemed to have constituted a Transfer to an Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 or Section 13.3 hereof.

  • Distribution Activities All distribution activities engaged in by Distributor and its Representatives with respect to the Contracts shall be in compliance with all applicable federal and state securities laws and regulations, with NASD Rules, as well as with all applicable insurance laws and regulations, including any laws and regulations related to suitability, any other applicable federal or state law, rule, or regulation, and any of the policies and procedures that NW may issue from time to time. In particular, without limiting the generality of the foregoing:

  • Permitted Withdrawals and Transfers from the Distribution Account (a) The Trustee will, from time to time on demand of the Master Servicer or the Securities Administrator, make or cause to be made such withdrawals or transfers from the Distribution Account as the Master Servicer has designated for such transfer or withdrawal pursuant to this Agreement and the Servicing Agreements or as the Securities Administrator has instructed hereunder for the following purposes (limited in the case of amounts due the Master Servicer to those not withdrawn from the Master Servicer Collection Account in accordance with the terms of this Agreement):

  • Distribution Arrangements Subject to compliance with the 1940 Act, the Trustees may retain underwriters and/or placement agents to sell Trust Shares. The Trustees may in their discretion from time to time enter into one or more contracts, providing for the sale of the Shares of the Trust, whereby the Trust may either agree to sell such Shares to the other party to the contract or appoint such other party its sales agent for such Shares. In either case, the contract shall be on such terms and conditions as the Trustees may in their discretion determine not inconsistent with the provisions of this Article IV or the By-Laws; and such contract may also provide for the repurchase or sale of Shares of the Trust by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with persons who are not registered securities dealers to further the purposes of the distribution or repurchase of the Shares of the Trust.

  • Distribution of Profits Article 38

  • Distribution Limitation Notwithstanding any other provision in this Article 5, the General Partner shall have the power, in its reasonable discretion, to adjust the distributions to the Special Limited Partner to the extent necessary to avoid violations of the “2%/25% Guidelines” as described in the Advisory Agreement.

  • Distribution Restrictions The Employer must elect in Section 6.03 the Adoption Agreement the distribution events permitted under the Plan. The distribution events applicable to the Participant's Deferral Contributions Account, Qualified Nonelective Contributions Account and Qualified Matching Contributions Account must satisfy the distribution restrictions described in paragraph (m) of Section 14.03.

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