Extraordinary distribution Clause Samples
An "Extraordinary Distribution" clause defines the process and conditions under which a company or entity may make special, non-routine payments or distributions to its stakeholders, such as shareholders or partners. This clause typically applies to distributions that fall outside the regular course of business, such as proceeds from the sale of significant assets, insurance recoveries, or legal settlements. By specifying how and when these extraordinary distributions are handled, the clause ensures transparency and fairness, preventing disputes and clarifying the rights of parties to unexpected or irregular financial events.
Extraordinary distribution. A. Extraordinary distribution by Nokia If Nokia carries out a distribution of a special dividend, as defined for purposes of Nokia’s then applicable stock option plans, the Exchange Ratio shall be adjusted in accordance with the then applicable stock option plans.
B. Extraordinary distribution by the Company If the Company carries out a distribution of an amount higher than the Company’s previous year net consolidated profit including a distribution of shares of a spin-off entity, (the “Company Extraordinary Distribution”) after the end of the Public Exchange Offers period, the Exchange Ratio shall be adjusted as follows: Exchange RatioAdjusted = (Exchange Ratio x PNokia) - EDAlcatel
Extraordinary distribution. Notwithstanding any provisions herein to the contrary, within seven (7) Business Days of the Effective Date, the Company shall make a distribution to CNL and shall repay certain liabilities owed to Constellation in the aggregate amount equal to the Capital Contribution made by EDFD on the Effective Date.
Extraordinary distribution. (a) Immediately prior to the Effective Time, and subject to the terms of this Section 1.4 and compliance with all laws, regulations and regulatory policies, the Company may declare and pay an extraordinary cash distribution (the "Extraordinary Distribution") in an amount equal to its available cash after deducting the amount necessary
(i) to fund a cash reserve (the "Cash Reserve") of (A) $400,000, in the event that Purchaser is provided with evidence of the satisfaction of the claim for property taxes on property number 040-050-191-35-901, or (B) $575,000, in the event that Purchaser is not provided with such evidence, which Cash Reserve the Company will maintain at such level until after the consummation of the Merger and which will remain the property of the Surviving Corporation after the consummation of the Merger,
(ii) to fund the Contingency Escrow contemplated by Section 1.6,
(iii) to fund an additional cash reserve in an amount certified by the Company to be sufficient to pay any declared but unpaid dividends, including dividends payable to stockholders with unknown addresses, which reserve will remain the property of the Surviving Corporation after the consummation of the Merger,
(iv) to fund an additional cash reserve (the "Liability Reserve"), which will remain the property of the Surviving Corporation after the Effective Time, to pay any long-term liability of the Company existing at the Effective Time (A) which is of the type required to be included in a balance sheet in accordance with U.S. generally accepted accounting principles,