Distribution of Consideration Sample Clauses

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. (b) On the second Business Day following receipt of the information described in clause (a), the Custodian shall mail or cause to be mailed to each Distributee a notice as to the number of Consideration Shares to be distributed to each Distributee and instructions for use in effecting the delivery of Consideration Shares to Distributees. (c) Upon presentation of evidence of ownership of shares of capital stock of Seller by or on behalf of each Distributee after the Second Seller Shareholder Meeting, together with such other documents as may reasonably be required by the Custodian or its agent for such purpose, each Distributee shall be entitled to receive, net of any required withholding tax, (i) one or more certificates representing that number of Consideration Shares that such Distributee has a right to receive under pursuant to the BCA, Seller's Bye-laws, Reorganization Agreement and this Plan and (ii) a check in the amount of any cash in lieu of any fractional interest in Consideration Shares to which such Distributee is entitled pursuant to Section 3.4 of this Plan plus any dividends or other distributions on the Consideration Shares to which such Distributee is entitled pursuant to Section 3.2 of this Plan. No interest will be paid or will accrue on any cash payable to Distributees pursuant to the provisions of this Plan. In the event of a transfer of ownership of capital stock of Seller which is not registered in the transfer records of Seller, a certificate representing the proper number of Consideration Shares may be issued to a Person other than the Person in whose name the ownership of such capital stock of Seller is registered, if evidence of such ownership shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the distribution of Consideration Shares to a Person other than the registered holder of such Certificate or establish to the satisfaction of Custodian or its agent that such tax has been paid or is not applicable.

Distribution of Consideration. Buyer shall cooperate fully with Seller to permit Seller to distribute the Consideration in accordance with applicable securities laws to certain shareholders of Baseline; provided that Buyer shall not be required to incur any out-of-pocket expenses (other that normal overhead expenses of Buyer's business) in connection therewith.

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 ▇▇▇▇ ▇▇▇▇▇▇ will distribute the Consideration in the amounts and to the entities as set forth on Exhibit K attached hereto.

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.

Distribution of Consideration. After payment of any Indebtedness and all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 6.4 of this Agreement and taking into account the Escrow Deposit per Section 1.5(a), the Expense Fund Amount per Section 6.8(f) and any adjustments per Section 1.4(a), at the Closing the Cash Consideration shall be wired to a single account designated by the Paying Agent for distribution to the Securityholders and the Noteholders in accordance with the Securityholder Allocation Spreadsheet. With respect to the Equity Consideration and the Earnout Consideration (to the extent payable hereunder), when payable and issuable pursuant to Section 1.2(b) or 1.2 (c) shall be delivered to the Paying Agent for distribution to the Securityholders in accordance with the Securityholder Allocation Spreadsheet. Notwithstanding anything to the contrary in this Section 1.3, none of the Buyer, the Company or any party hereto shall be liable for any amount properly paid to a public official in compliance with any applicable abandoned property, escheat or similar law. For U.S. federal income and applicable state and local tax purpose the parties intend that the Upfront Cash Consideration, the Equity Consideration and the Earnout Consideration be treated as consideration payable in respect of each Seller’s Company Equity Securities and not be treated as compensation income. The parties shall file all Tax Returns in a manner consistent with the foregoing, and shall not take any Tax position that is otherwise inconsistent with the foregoing except as required by a change in applicable Law following the Closing Date.

Distribution of Consideration. The Seller hereby covenants that ----------------------------- on and after the Closing, they shall pay and distribute any and all consideration paid by the Purchaser to the Seller pursuant hereto in accordance with all applicable laws and shall indemnify and hold the Purchaser harmless from any liability arising by virtue of any failure on the part of the Seller to comply in all respects with this covenant.

Distribution of Consideration. The Linkage Parties shall take commercially reasonable steps to distribute all of the Consideration received by Linkage (less any cash required by the Company to meet its outstanding obligations and other than the Escrow Amount) simultaneously with the Closing, or as soon as reasonably practicable thereafter to the Legacy Linkage Shareholders in accordance with their respective entitlements under the Consideration Distribution Schedule. If and to the extent the Linkage Parties are unable to cause the Consideration to be distributed simultaneously with the Closing as contemplated in the foregoing sentence, Linkage will hold the Consideration in trust for the benefit of the Legacy Linkage Shareholders and shall refrain from exercising any voting rights associated with the AsiaInfo Common Stock comprising the Stock Consideration other than in accordance with the Stockholders’ Agreement. Until the Stock Consideration (other than the AsiaInfo Common Stock that is part of the Escrow Amount) is delivered to the shareholders of Linkage, (a) the Linkage Parties acknowledge and agree that such shares of AsiaInfo Common Stock may not be voted, and (b) AsiaInfo shall not be required to recognize any votes cast at any annual or special meeting of AsiaInfo stockholders, or any other stockholder action taken, with respect to any shares of AsiaInfo Common Stock comprising all or any part of the Stock Consideration.