Distribution of Exchange Consideration Sample Clauses

Distribution of Exchange Consideration. Unless a Reorganization Event shall occur in which the Merger Consideration does not include any Marketable Securities (in which event the distribution of proceeds shall be governed by Section 2.4(i) or 2.4(j), as applicable) or Seller elects the Cash Settlement Alternative (in which event the distribution of proceeds shall be governed by Section 2.4(i)), or the Contract shall be accelerated pursuant to Section 7.1 of the Contract (in which event the distribution of proceeds shall be governed by Section 2.4(k)):
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Distribution of Exchange Consideration. Unless a Reorganization Event shall have occurred (in which event distribution of proceeds shall be governed by Section 8.3 below) or the Trustees in their sole discretion accept a cash payment in lieu of delivery of shares pursuant to any Contract (in which event the cash received in respect thereof shall be distributed pro rata to the Holders of Securities):
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Distribution of Exchange Consideration. Unless a Special Acceleration under the applicable Contract shall occur in which the Exchange Property Units are comprised solely of cash and/or items of property other than securities (in which event the distribution of proceeds shall be governed by Section 2.4(g)) or the applicable Contract shall be accelerated pursuant to an Acceleration upon Event of Default (in which event the distribution of proceeds shall be governed by Section 2.4(j)):
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Distribution of Exchange Consideration. Unless a Reorganization Event shall have occurred (in which event distribution of proceeds shall be governed by Section 8.3 below):
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Distribution of Exchange Consideration. Unless a Reorganization Event shall have occurred (in which event distribution of proceeds shall be governed by Section 8.3 below) or the Seller elects the Cash Settlement Alternative under the Contract (in which event the cash received in respect thereof shall be distributed pro rata to the Holders of TIMES):
Sample 1Sample 2
Distribution of Exchange Consideration. Unless a Reorganization Event shall occur in which the Merger Consideration does not include any Marketable Securities (in which event the distribution of proceeds shall be
Sample 1
Distribution of Exchange Consideration. If any Class B, C, D or E Units or Warrants will be distributed to Persons who are direct or indirect partners or members of AZB or W&S as of the date of this Agreement and such Persons are not parties to this Agreement, then such Persons shall prior to receiving the units execute an investor representation letter, the form of which is attached as Schedule 5.17.
Sample 1
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Distribution of Exchange Consideration. Unless a Reorganization Event other than a Cash Merger in which the Merger Consideration includes Marketable Securities (it being understood that in the case of such a Cash Merger, this provision shall relate to the portion of the Merger Consideration that consists of Marketable Securities), shall have occurred (in which event distribution of proceeds shall be governed by Section 8.3 below) or the Seller elects the Cash Settlement Alternative (in which event the cash received in respect thereof shall be distributed pro rata to the Holders of Securities promptly after receipt thereof):
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Related to Distribution of Exchange Consideration

  • Distribution of Exchange Fund to Parent Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates or Uncertificated Shares on the date that is one year after the Effective Time will be delivered to Parent upon demand, and any holders of shares of Company Common Stock that were issued and outstanding immediately prior to the Merger who have not theretofore surrendered or transferred their Certificates or Uncertificated Shares representing such shares of Company Common Stock for exchange pursuant to this Section 2.9 will thereafter look for payment of the Per Share Price payable in respect of the shares of Company Common Stock represented by such Certificates or Uncertificated Shares solely to Parent (subject to abandoned property, escheat or similar Laws), solely as general creditors thereof, for any claim to the Per Share Price to which such holders may be entitled pursuant to Section 2.7.

  • Return of Exchange Fund Any portion of the Exchange Fund which remains undistributed to the former shareholders of the Company for six months after the Effective Time shall be delivered to Parent, upon demand of Parent, and any such former shareholders who have not theretofore complied with this Article I shall thereafter look only to Parent for payment of their claim for Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. Neither Parent nor the Surviving Corporation shall be liable to any former holder of Company Common Stock for any such shares of Parent Common Stock, cash and dividends and distributions held in the Exchange Fund which is delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

  • Termination of Exchange Fund Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger Consideration.

  • Distribution of Shares (a) Subject to the provisions of Paragraphs 6, 7, 10, 11, 12, 13 and 14 hereof, and to such minimum purchase and other requirements as may from time to time be indicated in the Fund's Prospectus, Distributor, acting as principal for its own account and not as agent for the Fund, shall have the right to purchase Shares from the Fund. Distributor shall sell Shares only in accordance with the Fund's Prospectus, on a "best efforts" basis. Distributor shall purchase Shares from the Fund at a price equal to the net asset value, shall sell Shares at the public offering price as defined in Paragraph 8, and shall retain all sales charges.

  • Investment of Exchange Fund The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.

  • Calculation of Consideration Received If any Common Stock, Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any acquisition, merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will be determined in good faith by the Board of Directors of the Company.

  • Distribution of Excess Contributions If the Advisory Committee determines the Plan fails to satisfy the ADP test for a Plan Year, it must distribute the excess contributions, as adjusted for allocable income, during the next Plan Year. However, the Employer will incur an excise tax equal to 10% of the amount of excess contributions for a Plan Year not distributed to the appropriate Highly Compensated Employees during the first 2 1/2 months of that next Plan Year. The excess contributions are the amount of deferral contributions made by the Highly Compensated Employees which causes the Plan to fail to satisfy the ADP test. The Advisory Committee will distribute to each Highly Compensated Employee his respective share of the excess contributions. The Advisory Committee will determine the respective shares of excess contributions by starting with the Highly Compensated Employee(s) who has the greatest ADP, reducing his ADP (but not below the next highest ADP), then, if necessary, reducing the ADP of the Highly Compensated Employee(s) at the next highest ADP level (including the ADP of the Highly Compensated Employee(s) whose ADP the Advisory Committee already has reduced), and continuing in this manner until the average ADP for the Highly Compensated Group satisfies the ADP test. If the Highly Compensated Employee is part of an aggregated family group, the Advisory Committee, in accordance with the applicable Treasury regulations, will determine each aggregated family member's allocable share of the excess contributions assigned to the family unit.

  • Cash Payments in Lieu of Fractional Shares No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Notes. If more than one Note shall be surrendered for conversion at one time by the same holder, the number of full shares that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of stock would be issuable upon the conversion of any Note or Notes, the Company shall make an adjustment and payment therefor in cash at the current market price thereof to the holder of Notes. The current market price of a share of Common Stock shall be the Closing Price on the last Business Day immediately preceding the day on which the Notes (or specified portions thereof) are deemed to have been converted.

  • Aggregation of Shares If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

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