Distributions to the Representative Sample Clauses

Distributions to the Representative. (a) In the event RAM does not, prior to 12:00 noon (Central Standard or Daylight Time, whichever is applicable) on [the day that is the first business day after the day that is 90 days after the Closing Date] (the “True-Up Date”), deliver to the Representative and the Escrow Agent a Notice of a Working Capital Claim, then on such date RAM and the Representative shall furnish to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to the Representative on behalf of the Owners out of the Escrow Fund the sum of (i) $5,000,000, plus (ii) the amount of any additional payment made by RAM into the Escrow Fund pursuant to Section 9(b)(i) of the Merger Agreement (or, if at such time there remains in the Escrow Fund less than the sum of the amounts described at (i) and (ii), the full amount remaining in the Escrow Fund).
Sample 1
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Distributions to the Representative. In the case of distribution by the Escrow Agent of any portion of the Escrow Shares to the Representative for further distribution to Stockholders of the Company, any joint written instructions hereunder shall specify the names in which the distributed shares are to be registered and the number of Escrow Shares to be distributed to each Stockholder of the Company, and Parent and the Representative shall cooperate to cause the registration of such Escrow Shares in book-entry form in the name of such Stockholders of the Company.
Sample 1

Related to Distributions to the Representative

  • Distributions to the Borrower The Agent may (with the Borrower’s consent or in accordance with Clause 28 (Set-off)) apply any amount received by it for the Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Borrower under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

  • Distributions to Shareholders (a) The Trustees shall from time to time distribute ratably among the Shareholders of any class of Shares, or any series of any such class, in accordance with the number of outstanding full and fractional Shares of such class or any series of such class, such proportion of the net profits, surplus (including paid-in surplus), capital, or assets held by the Trustees as they may deem proper or as may otherwise be determined in accordance with this Declaration. Any such distribution may be made in cash or property (including without limitation any type of obligations of the Trust or any assets thereof) or Shares of any class or series or any combination thereof, and the Trustees may distribute ratably among the Shareholders of any class of shares or series of any such class, in accordance with the number of outstanding full and fractional Shares of such class or any series of such class, additional Shares of any class or series in such manner, at such times, and on such terms as the Trustees may deem proper or as may otherwise be determined in accordance with this Declaration.

  • Special Distributions In case the Company shall fix a record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(c) and 4(d) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(e) above), the Warrant Price to be in effect on and after such record date shall be adjusted by multiplying the Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, and (ii) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant prior to the date such subsequent adjustment was made. h.

  • Conditions to the Distribution (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions:

  • 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.

  • Distributions to Members To the extent available after meeting the financial obligations of the Company, and after providing any necessary reserves as determined by the Manager, the Company shall distribute cash and other assets to the Member in a manner determined by the Manager, at such times and on such terms and conditions as deemed appropriate by the Manager.

  • Capital Contributions Distributions 10 SECTION 5.1

  • Allocations Distributions Each item of income, gain, loss, deduction and credit of the Company shall be allocated 100% to the Member. Each distribution of cash or other property by the Company shall be made 100% to the Member. Distributions shall be made to the Member at the times and in the amounts determined by the Member.

  • Certain Distributions If the Company elects to:

  • Special Distribution If and whenever the Company shall issue or distribute to all or substantially all the holders of Common Stock:

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