Distributions to Stockholders. During the Forbearance Period, the Borrower and its Subsidiaries shall not make any cash distributions (including Stockholder Distributions) on account of any equity interests or stock.
Distributions to Stockholders. In case the Corporation shall issue to holders of its Common Stock rights, options, warrants or convertible or exchangeable securities (collectively, the "rights") entitling them to subscribe for or purchase Common Stock at a price per share of Common Stock (determined by dividing (A) the total amount receivable by the Corporation in consideration of the issuance of such rights plus the total consideration payable to the Corporation upon exercise, conversion or exchange thereof, by (B) the total number of shares of Common Stock covered by such rights) that is lower than the Current Market Price per share of Common Stock in effect immediately prior to such issuance, then the number of shares of Common Stock issuable upon conversion of all shares of Series D Preferred Stock shall be increased in a manner determined by multiplying the number of shares of Common Stock theretofore issuable upon the conversion of all shares of Series D Preferred Stock by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights plus the number of additional shares of Common Stock offered for subscription or purchase, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights plus the number of shares of Common Stock which the aggregate consideration to be received by the Corporation in connection with such issuance (as defined in the following sentence) would purchase at the then Current Market Price per share of Common Stock. For purposes of this Section 5(h), the "Current Market Price" per share of Common Stock for any date shall mean average of the closing prices of the Common Stock for the 10 trading days prior to such date. For purposes of this Section 5(h)(ii), the "aggregate consideration to be received by the Corporation" in connection with any issuance of such rights shall be deemed to be the consideration received by the Corporation for such rights plus any consideration or premiums stated in such rights to be paid for the shares of Common Stock covered thereby.
Distributions to Stockholders. Pay or declare any dividends, or purchase, redeem or otherwise acquire any of its capital stock, or make any other distributions of any property to any of its stockholders without the written consent of Lender;
Distributions to Stockholders. (i) Prior to the Closing, the Company may distribute to its Stockholders cash and cash equivalents (including any insurance policy owned by any Company on the life of the Stockholder) owned by the Company; PROVIDED, HOWEVER, that the aggregate amount of all distributions made by the Company since September 30, 1997 shall not exceed the AAA Account.
Distributions to Stockholders. Distributions to stockholders are made at the discretion of the board of directors. (Continued) MICRO ALLIANCE, INC. Notes to Financial Statements
Distributions to Stockholders. Distributions to be made to the Stockholders pursuant to this Agreement shall be made in accordance with each Stockholder’s Percentage Interest as set forth on Exhibit A.
Distributions to Stockholders. Following the payment or the provision for the payment of the Company's claims and obligations as provided above, and by law, the Company shall distribute all remaining assets, including all available cash, including the cash proceeds of any sale, exchange or disposition to the Stockholders as provided in the Certificate of Amendment. If the Board determines to follow the procedures described in Section 280 of the DGCL, then the additional steps set forth below shall, to the extent necessary or appropriate be taken: - The giving of notice of the dissolution to all persons having a claim against the Company and any rejection of any such claims in accordance with Section 280 of the DGCL; - The offering of security to any claimant on a contract whose claim is contingent, conditional or unmatured in an amount the Company determines sufficient to provide compensation to the claimant if the claim matures, and the petitioning of the Delaware Court of Chancery to determine the amount and form of security sufficient to provide compensation to any claimant who has rejected such offer in accordance with Section 280 of the DGCL; - The petitioning of the Delaware Court of Chancery to determine the amount and form of security which would be reasonably likely to be sufficient to provide compensation for (1) claims that are subject of pending litigation against the Company; and (2) claims that have not been made known to the Company or that have not arisen, but are likely to arise or become known within five years after the date of dissolution (or longer in the discretion of the Delaware Court of Chancery), each in accordance with Section 280 of the DGCL; - The payment, or the making of adequate provision for payment, of all claims made against the Company and not rejected in accordance with Section 280 of the DGCL; - The posting of all security offered and not rejected and all security ordered by the Delaware Court of Chancery in accordance with Section 280 of the DGCL; and - The payment, or the making of adequate provision for payment, of all other claims that are mature, known and contested or that have been finally determined to be owing by the Company. Notwithstanding the foregoing, the Company shall not be required to follow the procedures described in Section 280 of the DGCL, and the Board and the officers of the Company are hereby authorized, without further stockholder action, to proceed with the dissolution, liquidation and termination of existence of the Compan...
Distributions to Stockholders. In case, while the CSEs are outstanding, the Corporation shall issue to holders of its Common Stock rights, options, warrants or convertible or exchangeable securities (collectively, the "rights") entitling them to subscribe for or purchase Common Stock, then each CSE shall receive the same rights as each share of Common Stock. No distribution of rights shall be made unless the distributions required by the previous sentence have been or contemporaneously are distributed with respect to the CSEs.
Distributions to Stockholders. To the extent permitted by Delaware Law and subject to any restrictions contained in the certificate of incorporation, as amended, the directors may declare and pay dividends upon the shares of its capital stock in the manner and upon the terms and conditions provided by Delaware Law and the certificate of incorporation, as amended.
Distributions to Stockholders. (a) As soon as reasonably practicable after the date hereof, the Company shall mail to the holders of Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as the Buyer and the Company may reasonably agree upon) (the "Letter of Transmittal") and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Price. Upon the proper surrender of a Certificate and delivery of a duly executed and completed Letter of Transmittal, as well as such other documents as may reasonably be required by the Paying Agent and specified in the Letter of Transmittal, the holder of such Certificate shall be entitled to receive in exchange therefor the Per Share Price into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 1.06(c), less any applicable withholding Taxes pursuant to Section 1.11(g) and the Certificate so surrendered shall forthwith be cancelled. The provisions of this Section 1.11 shall not be applicable to Dissenting Shares.
