Distribution of Consideration. Contributor hereby covenants that Contributor (i) until the second anniversary of the Closing Date, will not transfer or distribute to any other Person any of the OP Units Contributor receives as Consideration; and (ii) within 30 days following the Closing Date, will distribute to the members of Contributor that are not affiliates of either of the Priam GPs, in accordance with their respective membership interests in Contributor, all cash, if any, Contributor receives as part of the Consideration.
Distribution of Consideration. Contributor hereby covenants that until the second anniversary of the Closing Date, Contributor will not transfer or distribute to any other Person any of the OP Units Contributor receives as Consideration.
Distribution of Consideration. The Settling Claimants agree to apportion all Consideration among themselves in accordance with the terms of the Allocation Agreement.
Distribution of Consideration. (a) Not later than ten days following the Closing Date, Seller shall provide to the Custodian a list of each holder of record of capital stock of Seller as of the Closing Date (each a "Distributee"), together with a calculation of each Distributee's pro rata share of the Consideration Shares calculated in accordance with the BCA, Seller's Bye-laws, the Reorganization Agreement and this Plan.
Distribution of Consideration. (a) With respect to each Participating Share which is outstanding immediately prior to the Effective Time, as soon as practicable following the later of the Effective Date and the surrender by the applicable Participating Shareholder to the Depositary of a certificate that immediately prior to the Effective Time represented such Participating Share, together with a duly completed letter of transmittal and such additional documents and instruments as Purchaser and the Depositary may reasonably require, such Participating Shareholder shall be entitled to receive from the Depositary a cheque or wire transfer for an amount equal to:
Distribution of Consideration. Seller agrees that it will not distribute any of the Consideration to the holders of its Equity Securities, other than the distribution of 395,745 shares of Purchaser common stock to be registered for resale in accordance with Section 12, until it has been liquidated and dissolved in accordance with Section 11.2 above, at which xxxx Xxxxxx will distribute the Consideration in the amounts and to the entities as set forth on Exhibit K attached hereto.
Distribution of Consideration. The Seller hereby agrees and undertakes to distribute to each Beneficial Holder the proportion of the Consideration required to be distributed to them in accordance with their entitlement to the same (the “Relevant Proportion”) and further undertakes to pay on demand to the Purchaser a sum equal to all losses, liabilities, costs or expenses which the Purchaser actually suffers or incurs to the extent that such losses, liabilities, costs or expenses arise from a claim by the Beneficial Holders, or any of them, that the Relevant Proportion had not been properly distributed to them by the Seller in accordance with the provisions of this clause 8.
Distribution of Consideration. Upon receipt by the Trustee of such consideration, whether or not such consideration shall consist in whole or in part of Shares having voting power, the Trustee shall forthwith distribute such consideration to Stockholder, but only upon surrender of the Voting Trust Certificate by Stockholder to the Trustee, whereupon this Trust Agreement shall forthwith terminate.
Distribution of Consideration. Seller acknowledges it is solely responsible for determining the distribution of Consideration to be paid by Purchaser pursuant to Section 2.3 hereto, and agrees that Purchaser shall have no Liability relating to such distributions or arising from the distribution of Consideration or any portion thereof in accordance with Seller’s directions. All disputes among Seller, its stockholders, its Affiliates or such other Persons to whom Consideration is distributed to, or any of them, relating to the distribution of Consideration shall be resolved between such parties without the involvement of Purchaser or any of its Affiliates.
Distribution of Consideration. The Stockholders and Optionholders agree that the payments made pursuant to Article III, including the release of any funds from the Escrow Fund or the Stockholders’ Expense Amount on behalf and for the benefit of the Stockholders and Optionholders, if any, shall each be allocated and distributed as set forth in the applicable provisions of Article III to which such payment relates. As requested from time to time by Parent consistent with the applicable Letter of Transmittal or Optionholder Release Agreement, the Stockholders and Optionholders agree to complete a certification request sent by Parent upon payments made pursuant to Article III, including the release of any funds from the Escrow Fund or the Stockholders’ Expense Amount on behalf and for the benefit of the Stockholders and Optionholders, if any, in each case attesting to the allocation and distribution thereof to the Stockholders and Optionholders in accordance with Article III, the preceding sentence, and Section 4.28, and shall provide Parent with reasonable access to any and all books and records in order to verify such certification.
