Distribution of the Shares. At Closing the Acquired Portfolio covenants that it shall cause to be distributed the Acquiring Portfolio Shares in the proper pro rata amount for the benefit of Acquired Portfolio's shareholders and such that the Acquired Portfolio shall not continue to hold amounts of said shares so as to cause a violation of Section 12(d)(1) of the 1940 Act. The Acquired Portfolio covenants further that, pursuant to Section 3G, it shall liquidate and dissolve as promptly as practicable after the Closing Date. The Acquired Portfolio covenants to use all reasonable efforts to cooperate with the Acquiring Portfolio and the Acquiring Portfolio's transfer agent in the distribution of said shares.
Distribution of the Shares. At closing the Target Fund covenants that it shall cause to be distributed the Acquiring Fund Shares in the proper pro rata amount for the benefit of Target Fund's shareholders and such that the Target Fund shall not continue to hold amounts of said shares so as to cause a violation of Section 12(d)(1) of the 1940 Act. The Target Fund covenants further that, pursuant to Section III.G., it shall liquidate and dissolve as promptly as practicable after the Closing Date. The Target Fund covenants to use all reasonable efforts to cooperate with the Acquiring Fund and the Acquiring Fund's transfer agent in the distribution of said shares.
Distribution of the Shares. Seller shall distribute the Shares (other than the Escrow Securities) to its securityholders as set forth on Exhibit A to the Securityholders Agreement within thirty (30) calendar days of Closing in the allocation set forth on Schedule 6.1. Such shares shall vest as set forth in the applicable Vesting Agreement signed by the recipient of such shares. Seller shall dissolve and liquidate within one year from Closing.
Distribution of the Shares. The parties shall comply with the following provisions with respect to any offer to sell or any sale of any of the Registered Shares by the Shareholder.
Distribution of the Shares. In the event of any distribution of the Shares by the undersigned to one of its members (a "Member"), it shall be a condition to such distibution that such Member agree to the terms of Sections 10, 11 and 12 of this Agreement. Under this Section 10, such Member agrees that (i) it will not, except with the prior written approval of the undersigned, engage in a Disposition of more than its pro rata share of the Monthly Distribution Amount in each month prior to the Anniversary Date, (ii) at the undersigned's request, the Parent may enter stop transfer instructions with Parent's transfer agent to enforce such restrictions, and (iii) in addition to any other remedies at law or in equity, the undersigned and the other Members of the undersigned shall be entitled to an injunction or injunctions to prevent breaches of this Section 10 by such Member and to enforce specifically the terms and provisions of this Section 10. The restrictions imposed by this Section 10 shall cease to be in effect and shall have no further effect after the Anniversary Date. The undersigned agrees to provide Parent with such information as Parent may reasonably request such that Parent may provide appropriate instructions to Parent's transfer agent in connection with any Disposition of Shares. Notwithstanding the foregoing, the Parent shall have no liability to the undersigned or any Member for a breach of the terms of this Section 10 by such Member; provided that in any event the undersigned and any Indemnifying Members (as defined below) agree, jointly and severally, to indemnify and hold Parent harmless from any and all claims, and liabilities, judgments, penalties, losses, costs, damages and expenses resulting therefrom, including reasonable attorneys' fees (collectively, "Claims"), made by the undersigned, its Members and/or third parties against Parent arising in connection with this Section 10.
Distribution of the Shares. The Company Shares received -------------------------- by AWI or its Subsidiaries pursuant to this Agreement are being acquired for investment only and not with a view to any public distribution thereof, and AWI shall not offer to sell or otherwise dispose of the Company Shares so acquired by it in violation of any of the registration requirements of the Securities Act and the rules and regulations thereunder. From and after the Closing, the Company shares will be subject to the terms and conditions of the Shareholder's Agreement.
Distribution of the Shares. The Shares purchased by the -------------------------- Company pursuant to this Agreement are being acquired for investment only and not with a view to any public distribution thereof, and the Company shall not offer to sell or otherwise dispose of the Shares so acquired by it in violation of any of the registration requirements of the Securities Act.
Distribution of the Shares. Immediately following the Closing -------------------------- Date, Comstar Nevada agrees to distribute to each of the holders of Certificates set forth on Exhibit F attached hereto that have executed and delivered a --------- Release, Acknowledgment and Consent, that number of Shares as is set forth opposite such holders name Exhibit A, together with a fully executed Stock --------- Power.
Distribution of the Shares. As soon as practicable after the Closing, Seller shall distribute the Shares received by it pursuant to Section 3.1(a) to its stockholders in liquidation and dissolution of Seller. Buyer hereby consents to a transfer of the Shares (and rights under the Registration Rights Agreement) to Seller's stockholders upon the liquidation and dissolution of Seller pursuant to this Section 6.2.
Distribution of the Shares. From the date of grant of the Restricted Stock, the Grantee shall have the right to vote all shares of Restricted Stock held in the Grantee's name. Prior to the Vesting Date any and all dividends declared and paid in respect of the shares of Restricted Stock shall be held by the Company until the Vesting Date and shall thereafter be paid to the Grantee to the extent such shares have vested. Any dividends declared and paid in respect of forfeited shares shall revert to the Company on the Vesting Date. As of the Vesting Date, the Company shall deliver to the Grantee (or his or her personal representative or estate) the shares of Restricted Stock that have vested on or prior to such date (the "Distributed Shares"). Such Distributed Shares shall be represented by a certificate.
