Distribution of Exchange Consideration Clause Samples

The 'Distribution of Exchange Consideration' clause defines how the consideration—such as cash, stock, or other assets—offered in an exchange or merger transaction will be allocated and delivered to the relevant parties. Typically, this clause outlines the process and timeline for distributing the consideration to shareholders or stakeholders, including any requirements for submitting documentation or surrendering existing securities. Its core function is to ensure an orderly and transparent process for transferring value, thereby minimizing disputes and confusion among parties receiving the exchange consideration.
Distribution of Exchange Consideration. Unless a Reorganization Event shall occur in which the Merger Consideration does not include any Marketable Securities (in which event the distribution of proceeds shall be governed by Section 2.4(i) or 2.4(j), as applicable) or Seller elects the Cash Settlement Alternative (in which event the distribution of proceeds shall be governed by Section 2.4(i)), or the Contract shall be accelerated pursuant to Section 7.1 of the Contract (in which event the distribution of proceeds shall be governed by Section 2.4(k)):
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Distribution of Exchange Consideration. Unless a Reorganization Event shall have occurred (in which event distribution of proceeds shall be governed by Section 8.3 below) or one or more Sellers elect the Cash Settlement Alternative under the Contracts (in which event the cash received in respect thereof shall be distributed pro rata to the Holders of Securities):
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Distribution of Exchange Consideration. Unless a Reorganization Event shall have occurred (in which event distribution of proceeds shall be governed by Section 8.3 below) or the Seller elects the Cash Settlement Alternative under the Contract (in which event the cash received in respect thereof shall be distributed pro rata to the Holders of TIMES):
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Distribution of Exchange Consideration. Unless a Reorganization Event shall have occurred (in which event distribution of proceeds shall be governed by Section 8.3 below):
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Distribution of Exchange Consideration. Unless a Special Acceleration shall occur in which the Exchange Property Units are comprised solely of cash and/or items of property other than securities (in which event the distribution of proceeds shall be governed by Section 2.4(g), or the Shareholder elects Cash Settlement with a Cash Percentage of 100% (in which event the distribution of proceeds shall be governed by Section 2.4 (g)), or the Contract shall be accelerated pursuant to a Collateral Event Acceleration (in which event the distribution of proceeds shall be governed by Section 2.4(j)):
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Distribution of Exchange Consideration. Unless a Reorganization Event other than a Cash Merger in which the Merger Consideration includes Marketable Securities (it being understood that in the case of such a Cash Merger, this provision shall relate to the portion of the Merger Consideration that consists of Marketable Securities), shall have occurred (in which event distribution of proceeds shall be governed by Section 8.3 below) or the Seller elects the Cash Settlement Alternative (in which event the cash received in respect thereof shall be distributed pro rata to the Holders of Securities promptly after receipt thereof):
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Distribution of Exchange Consideration. If any Class B, C, D or E Units or Warrants will be distributed to Persons who are direct or indirect partners or members of AZB or W&S as of the date of this Agreement and such Persons are not parties to this Agreement, then such Persons shall prior to receiving the units execute an investor representation letter, the form of which is attached as Schedule 5.17.
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Distribution of Exchange Consideration. Unless a Special Acceleration under the applicable Contract shall occur in which the Exchange Property Units are comprised solely of cash and/or items of property other than securities (in which event the distribution of proceeds shall be governed by Section 2.4(g)) or the applicable Contract shall be accelerated pursuant to an Acceleration upon Event of Default (in which event the distribution of proceeds shall be governed by Section 2.4(j)): (i) Determination of Fractional Shares or other Securities. To determine, in connection with an Exchange Date, Special Acceleration Date or Optional Acceleration Date, as applicable, under a Contract: (A) for each Holder, such Holder’s pro rata share of the total number of Shares or other securities included in the Exchange Property Units delivered to the Trust under such Contract and/or the related Collateral Agreement, as applicable, in connection with the Exchange Date, Special Acceleration Date or Optional Acceleration Date, as applicable; and (B) the number of fractional Shares or other securities included in the Exchange Property Units allocable to each Holder and in the aggregate, provided, that so long as the Securities remain in global form, the Trust may use any method for calculating fractional shares that is permitted by the Depositary;
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Distribution of Exchange Consideration. Unless a Reorganization Event shall occur in which the Merger Consideration does not include any Marketable Securities (in which event the distribution of proceeds shall be
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Related to Distribution of Exchange Consideration

  • Exchange Consideration On or promptly after an Exchange Date, provided the Partnership Unitholder has satisfied its obligations under Section 2.1(b)(i), the Company shall cause the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable Exchange, or, if the Company has so elected, shall deliver or cause to be delivered to such Partnership Unitholder (or its designee), the Cash Settlement. Notwithstanding the foregoing, the Company shall have the right but not the obligation (in lieu of the Partnership) to have the Company acquire Exchangeable Units directly from an exchanging Partnership Unitholder in exchange for shares of Class A Common Stock or, at the option of the Company, the Cash Settlement. If an exchanging Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership Unitholder is entitled to receive from the Company pursuant to this Section 2.1(c), the Partnership Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership or the Company will, pursuant to the Exchange Notice submitted by the Partnership Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Partnership Unitholder in the Exchange Notice. Upon any Exchange, the Partnership or the Company, as applicable, shall take such actions as (A) may be required to ensure that such Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company elects a Cash Settlement, the Company shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the Company of a number of shares of Class A Common Stock equal to the number of Exchangeable Units being Exchanged for such Cash Settlement. Except as otherwise required by applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership Unitholder.

  • Distribution of Exchange Fund to Parent Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates or Uncertificated Shares on the date that is one year after the Effective Time will be delivered to Parent upon demand, and any holders of shares of Company Common Stock that were issued and outstanding immediately prior to the Merger who have not theretofore surrendered or transferred their Certificates or Uncertificated Shares representing such shares of Company Common Stock for exchange pursuant to this Section 2.9 will thereafter look for payment of the Per Share Price payable in respect of the shares of Company Common Stock represented by such Certificates or Uncertificated Shares solely to Parent (subject to abandoned property, escheat or similar Laws), solely as general creditors thereof, for any claim to the Per Share Price to which such holders may be entitled pursuant to Section 2.7.

  • Return of Exchange Fund Any portion of the Exchange Fund which remains undistributed to the former stockholders of the Company for twelve (12) months after the Effective Time shall be delivered to Parent, upon demand of Parent, and any such former stockholders who have not theretofore complied with this Article I shall thereafter look only to Parent for payment of their claim for Parent Common Stock, Per Share Cash Consideration, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. None of Parent, the Surviving Corporation or the Exchange Agent shall be liable to any former holder of Company Common Stock for any such shares of Parent Common Stock, Per Share Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and dividends and distributions which are delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

  • Termination of Exchange Fund Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder of a Certificate who has not theretofore complied with this Article 3 shall thereafter look only to Parent, as general unsecured creditors thereof, for payment of its claim for Merger Consideration.

  • Distribution of Shares (a) Subject to the provisions of Paragraphs 6, 7, 10, 11, 12, 13 and 14 hereof, and to such minimum purchase and other requirements as may from time to time be indicated in the Fund's Prospectus, Distributor, acting as principal for its own account and not as agent for the Fund, shall have the right to purchase Shares from the Fund. Distributor shall sell Shares only in accordance with the Fund's Prospectus, on a "best efforts" basis. Distributor shall purchase Shares from the Fund at a price equal to the net asset value, shall sell Shares at the public offering price as defined in Paragraph 8, and shall retain all sales charges. (b) The Fund shall pay all expenses associated with notices, proxy solicitation material, the preparation of annual or more frequent revisions to the Fund's Prospectus and SAI and of printing and supplying the currently effective Prospectus and SAI to shareholders, other than those necessitated by Distributor's activities or rules and regulations related to Distributor's activities where such amendments or supplements result in expenses which the Fund would not otherwise have incurred. (c) The Distributor (or its affiliates) shall pay the costs of printing and supplying all copies of the Prospectus and SAI that it may reasonably request for use in connection with the distribution of Shares. The Distributor will also pay the expenses of the preparation, excluding legal fees, and printing of all amendments and supplements to the Fund's Prospectus and SAI if the amendment or supplement arises from Distributor's activities or rules and regulations related to Distributor's activities and those expenses would not otherwise have been incurred by the Fund. Distributor will pay all expenses incurred by Distributor in advertising, promoting and selling Fund Shares. (d) Prior to the continuous offering of any Fund Shares, commencing on a date agreed upon by the Fund and the Distributor, it is contemplated that the Distributor may solicit subscriptions for such Shares during a subscription period which shall last for such period as may be agreed upon by the parties hereto. The subscriptions will be payable within three business days after the termination of the subscription period, at which time the Fund will commence operations.