Common use of Distributions; Voting Clause in Contracts

Distributions; Voting. 10.5.1 Any shares of Vital Living Common Stock or other equity securities issued or distributed by Buyer (including shares issued upon a stock split) ("NEW SHARES") in respect of the Escrow Shares that have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. When and if cash dividends on Escrow Shares in the Escrow Fund shall be declared and paid, they shall be retained in escrow pending final distribution of the Escrow Fund and will not be immediately distributed to the beneficial owners of the Escrow Shares. Such dividends will become part of the Escrow Fund and will be available to satisfy Damages. The beneficial owners of the Escrow Shares shall pay any taxes on such dividends.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Vital Living Inc), Asset Purchase Agreement (Vital Living Inc)

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Distributions; Voting. 10.5.1 (a) Any shares of Vital Living Acquiror Common Stock or other equity securities issued or distributed by Buyer (including shares issued Acquiror upon a stock split) split ("NEW SHARESNew Shares") in respect ---------- of the Escrow Shares that have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. When and if cash dividends on Escrow Shares in the Escrow Fund shall be declared and paid, they shall be retained in escrow pending final distribution of the Escrow Fund and will not be immediately distributed to the beneficial owners of the Escrow Shares. Such dividends will become part of the Escrow Fund and will be available to satisfy Damages. The beneficial owners of the Escrow Shares shall pay any taxes on such dividends.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Netcentives Inc)

Distributions; Voting. 10.5.1 (a) Any shares of Vital Living Parent Common Stock or other equity securities issued or distributed by Buyer Parent (including shares issued upon a stock split) ("NEW SHARES"“New Shares”) in respect of the Escrow Shares that have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. When and if cash dividends on Escrow Shares in the Escrow Fund shall be declared and paid, they shall be retained in escrow pending final distribution of the Escrow Fund and will not be immediately distributed to the beneficial owners of the Escrow Shares. Such dividends will become part of the Escrow Fund and will be available to satisfy Damages. The beneficial owners of the Escrow Shares shall pay any taxes on such dividends.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Online Resources Corp)

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Distributions; Voting. 10.5.1 (i) Any shares of Vital Living Buyer Common Stock or other equity securities issued or distributed by Buyer (including shares issued upon a stock split) ("NEW SHARESNew Shares") in respect of the Escrow Shares that have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. When and if cash dividends on Escrow Shares in the Escrow Fund shall be declared and paid, they shall be retained in escrow pending final distribution of the Escrow Fund and will not be immediately distributed to the beneficial owners of the Escrow Shares. Such dividends will become part of the Escrow Fund and will be available to satisfy Damages. The beneficial owners of the Escrow Shares Seller shall pay any taxes on such dividends.

Appears in 1 contract

Samples: Asset Purchase Agreement (Data Critical Corp)

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