Payments to Shareholders. The Purchaser covenants and agrees to the Cash Earn-Out to the extent it may be earned under the provisions of Section 1.3 by distributing and paying the same in accordance with Section 1.5.
Payments to Shareholders. Effective immediately, all dividends, distributions and other payments to shareholders, present or future, whether by way of stock redemption or deferred compensation, principal or interest, shall cease in their entirety with the exception of the Ordinary Course Payments to Xxxxxxxx.
Payments to Shareholders. Part 2.15(a) and Part 2.25 of the Disclosure Schedule together contain a complete and accurate description of all payments or distributions of any character made by any of the Companies to any of the Shareholders (or any other shareholder of any of the Companies) since December 31, 1999. 2.26
Payments to Shareholders. The Parties may in writing agree to any payments to be made to Shareholders in addition to the payments provided for in this Agreement, provided that these payments are approved by the Board and the Company is liquid and solvent after the payments have been made.
Payments to Shareholders. The Issuer shall not directly or indirectly lend, repay or otherwise advance or distribute any amounts to Intermediate Hold Co, other than amounts required for the payment of any Parent Expenses of any Parent or the making of any payment payable under the MIP.
Payments to Shareholders. Effective immediately, all dividends, distributions and other payments to shareholders, present or future, whether by way of stock redemption or deferred compensation, principal or interest, shall cease in their entirety, except for those payments specifically permitted by this Agreement.
Payments to Shareholders. Any payment required to be made by Buyer to the Shareholders under this Agreement shall be paid (a) 50% to Xxxxxxxxx by wire transfer of immediately available funds to a bank account in the United States specified by Xxxxxxxxx in writing to Buyer prior to payment and (b) 50% to Xxxxxxx by wire transfer of immediately available funds to a bank account in the United States specified by Xxxxxxx in writing to Buyer prior to payment.
Payments to Shareholders. 98 11.12 Change of Corporate Name . . . . . . . . . . . . . . . . . . 99 11.13 Change in Terms of Capital Stock . . . . . . . . . . . . . . 99 11.14 Limitation on Issuance of Shares of Subsidiaries; Disposition of Shares and Indebtedness of Subsidiaries . . . . . . . . . . 99 11.15
Payments to Shareholders. Except for (w) payments made in connection with the Xxxxxxxx Agreement to Xxxxxxx X. Xxxxxxxx not to exceed $1,000,000 in the aggregate, plus reasonable expense reimbursement, (x) payments made in connection with the CMS Acquisition, the Hunter Acquisition, the Smurfit Acquisition or the recapitalization on the closing date of the Fourth Restated Credit Agreement pursuant to the acquisition documents related to such Acquisitions including, without limitation, the Stay and Performance Payments and payments of directors' fees to Xxxx Xxxxxxx and Xxxxxxx Xxxxxx in the amounts set forth in the applicable acquisition documents related to the CMS Acquisition and the Hunter Acquisition, (y) all other payments permitted under Section 10.15, and (z) the annual management fees ("Fees") and expenses ("Expenses") payable to Vestar Capital Partners, Inc. pursuant to the Vestar Management Agreement, provided that such Fees shall not exceed, in an aggregate amount for any fiscal year, the greater of (a) $225,000 or (b) 0.25% of the consolidated net sales of Holdings and its Subsidiaries for such fiscal year, commencing on the date hereof provided further that such Expenses shall be reasonable, and provided, further, if an Event of Default referred to in paragraph (a) or (b) of Section 15.1 hereof has occurred and is continuing or would result after giving effect to the making of such payment, then the payment of all sums (including all Fees and Expenses) in excess of $300,000 under the Vestar Management Agreement in any fiscal year shall be subordinated in right of payment to the prior payment in full of the Obligations hereunder, none of the Borrowers or Guarantors will pay any fees, wages, salary, bonus, commission, contributions to deferred benefit plans or any other compensation for services to or for any Person who, or any of whose affiliates, has a beneficial interest in any capital stock of any of the Borrowers, in excess of the reasonable value of such services (it being understood and agreed that the prevailing market price of services rendered by any such person shall be relevant in determining the value of such services).
Payments to Shareholders. At the Effective Time, upon the terms and conditions of this Agreement, (i) each Shareholder shall deliver to the Surviving Corporation stock certificates representing all of the Shares held by such Shareholder, duly endorsed or accompanied by stock transfer powers and a Letter of Transmittal, in each case duly executed, and (ii) Parent shall pay, or shall cause the Surviving Corporation to pay, to each such Shareholder an amount equal to the product of (x) the Closing Common Stock Payment and (y) the number of Shares held by such Shareholder, as set forth under the heading “Number of Shares” on Exhibit A, and such amount shall be paid by wire transfer of immediately available United States funds into the account designated by each such Shareholder at least three business days prior to Closing. Upon surrender of a Shareholder’s stock certificate as described in clause (i) above, such Shareholder shall be entitled to receive in exchange therefor, in addition to the payment described in clause (ii) above, the right to receive amounts payable from the Escrow Account in accordance with the Escrow Agreement.
