DISTRIBUTION TO COMPANY SHAREHOLDERS Sample Clauses

DISTRIBUTION TO COMPANY SHAREHOLDERS. Within two (2) business days after the Effective Date, the Board of Directors of the Company will declare a distribution (THE "DISTRIBUTION") to shareholders which shall not exceed $5,059,299 in the aggregate; including the distribution of a note payable by the Company in the principal amount of $300,000 (or such lesser amount as is received from Xxxxxxx Properties by the Company with respect to a note for the same amount subsequent to the date of this Agreement the "Xxxxxxx Properties Note Receivable") to Alarmguard Holdings, Inc. in lieu of cash of like amount. The Distribution will be payable to shareholders of record of the Company as of a date as soon as practicable following the Effective Date (and prior to the Closing Date) such that Buyer will not be entitled to RECEIVE any portion thereof ("DISTRIBUTEES OF RECORD"). Prior to the Effective Date, Alarmguard Holdings, Inc. shall agree in writing to receive IN LIEU OF THE DISTRIBUTION IN CASH WITH RESPECT TO ITS SHARES OF COMMON STOCK THAT IT WOULD BE ENTITLED TO RECEIVE OTHERWISE, A CASH DISTRIBUTION REDUCED BY THE AMOUNT, IF ANY, BY WHICH $300,000 EXCEEDS the net proceeds realized by the Company from the Xxxxxxx Properties Note Receivable. PAYMENT OF THE DISTRIBUTION TO THE DISTRIBUTEES OF RECORD WILL BE MADE BY THE COMPANY BY OCTOBER 30, 1997 BUT NOT BEFORE OCTOBER 20, 1997. WITHIN FIVE (5) BUSINESS DAYS AFTER THE EFFECTIVE DATE THE COMPANY WILL OPEN AN INTEREST-BEARING, DEMAND OR OTHER SHORT-TERM DEPOSIT SAVINGS ACCOUNT (THE "DISTRIBUTION ACCOUNT") AT A FINANCIAL INSTITUTION WITH ASSETS EXCEEDING $10,000,000,000, AND THE COMPANY WILL DEPOSIT $5,059,299 (LESS AN AMOUNT EQUAL TO THE UNPAID PORTION OF THE XXXXXXX PROPERTIES NOTE RECEIVABLE) INTO THE DISTRIBUTION ACCOUNT. ALL WITHDRAWALS FROM THE DISTRIBUTION ACCOUNT AND INSTRUMENTS DRAWN THEREON WILL REQUIRE DUAL SIGNATURES. THE ONLY INDIVIDUAL SIGNATORIES ON THE DISTRIBUTION ACCOUNT WILL BE XXXX X. XXXX AND XXXXXXX X. XXXXXX, OR SUCH OTHER INDIVIDUALS AS BUYER'S REPRESENTATIVE AND THE COMPANY MAY APPROVE JOINTLY HEREAFTER. This Amendment shall be governed by the provisions of section 10 of the Agreement.
Sample 1
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DISTRIBUTION TO COMPANY SHAREHOLDERS. Within two (2) business days after the Effective Date, the Board of Directors of the Company will declare a distribution to shareholders which shall not exceed $4,914,000 in the aggregate; including the distribution of a note payable by the Company in the principal amount of $300,000 (or such lesser amount as is received from Xxxxxxx Properties by the Company with respect to a note for the same amount subsequent to the date of this Agreement "the Xxxxxxx Properties Note Receivable") to Alarmguard Holdings, Inc. in lieu of cash of like amount. Such distribution will be payable to shareholders of record of the Company as of a date as soon as practicable following the Effective Date (and prior to the Closing Date) such that Buyer will not be entitled to exercise any portion thereof. Prior to the Effective Date Alarmguard Holdings, Inc. shall agree in writing to receive a distribution of the lesser of (i) the face amount of such Company note and (ii) the net proceeds realized by the Company from the Xxxxxxx Properties Note Receivable in lieu of cash.
Sample 1

Related to DISTRIBUTION TO COMPANY SHAREHOLDERS

  • Lost Shareholders GFS shall perform such services as are required in order to comply with Rules 17a-24 and 17Ad-17 (the “Lost Shareholder Rules”) of the Securities Exchange Act of 1934, including, but not limited to, those set forth below. GFS may, in its sole discretion, use the services of a third party to perform some of or all such services.

  • Certificate of Selling Shareholders At Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Shareholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

  • Principal Shareholders 5 2.04 Subsidiaries.............................................................................. 6 2.05 Convertible Securities, Options, Etc...................................................... 6 2.06 Authorization and Validity of Agreement................................................... 6 2.07. Validity of Transactions; Absence of Required Consents or Waivers......................... 6 2.08.

  • Certificate of Selling Shareholder At the Closing Time, the Representatives shall have received a certificate of the Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) the Selling Shareholder has complied with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Time.

  • Mailings to Shareholders With respect to each Parent Meeting and Parent Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Parent utilizes in communications to holders of Parent Common Stock) to each of the Holders named in the List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced or given by Parent to its stockholders:

  • Approval by Shareholders The Trust will call a meeting of the shareholders of the Selling Fund to consider and act upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein.

  • By Shareholders Subject to the terms and conditions of this Article 0, each Shareholder, jointly and severally, hereby agrees to indemnify, defend and hold harmless Buyer, its directors, officers, employees and controlled and controlling persons (hereinafter “Buyer’s Affiliates”) and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer’s Affiliates or the Company, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of any Shareholder or Company contained in or made pursuant to this Agreement (regardless of whether such breach is deemed “material” for purpose of Section 0), or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement. Regardless of the foregoing, however, breaches of representations and warranties contained in Section 0 hereof shall be subject only to several indemnification by the respective Shareholders who shall have made and breached such representations and warranties. As used in this Article 0, the term “Claim” shall include (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether or not ultimately determined to be valid.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Required Vote of Company Stockholders The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is required to approve and adopt this Agreement. No other vote of the securityholders of the Company is required by law, the Company Charter, the Company Bylaws or otherwise in order for the Company to consummate the Merger, the Subsequent Merger and the other transactions contemplated hereby.

  • Reports to Shareholders The Trustees shall at least semi-annually submit to the Shareholders of each Series a written financial report of the transactions of the Trust and Series thereof, including financial statements which shall at least annually be certified by independent public accountants.

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