Offset Distributions definition
Examples of Offset Distributions in a sentence
The Successor General Partner shall deposit all such Offset Distributions into an escrow account, which shall be invested in Permitted Temporary Investments.
Notwithstanding the foregoing, the Company shall have the option, in its sole discretion, to refrain from making any Tax Coverage Sales and instead to cover the tax liabilities incurred by the stockholders as a result of the Offset Distributions in cash (the “Cash Coverage Option”).
Each of the Company and the Schedule A Stockholders acknowledge and agree that an aggregate of 566,245 BTAI Shares shall be transferred as Offset Distributions to the Schedule A Stockholders in connection with BTAI Share Exchanges, subject to the treatment of fractional shares and any other adjustments otherwise expressly required herein.
The costs of such escrow shall be borne by the party that is not ultimately determined to be entitled to receive over 50% of the Offset Distributions (with the parties splitting the costs of the escrow evenly should they both be entitled to 50% of the Offset Distributions).
In the event the Company elects the Cash Coverage Option, it shall transfer an aggregate of 566,245 BTAI Shares as Offset Distributions to the Schedule A Stockholders.