Closing Distributions Sample Clauses

Closing Distributions. (i) No later than three (3) Business Days prior to the Closing, the Company shall provide Buyer with a statement setting forth its good faith estimate (which estimate shall be reasonably satisfactory to Buyer) of (i) the Estimated Closing Indebtedness, (ii) the Estimated Closing Net Working Capital, and (iii) the Estimated Purchase Price resulting therefrom (the “Estimated Closing Statement”), together with an estimated balance sheet of the Company and its Subsidiaries, on a consolidated basis, as of the Adjustment Calculation Time (the “Estimated Closing Balance Sheet”) (accompanied by any supporting work papers and other similar material used by the Company to prepare the Estimated Closing Statement and the Estimated Closing Balance Sheet). (ii) At the Closing, on the terms and subject to the conditions set forth in this Agreement, Buyer shall pay to the Representative (on behalf of the Sellers) an aggregate amount in cash (the “Closing Cash Payment”) equal to (x) the Estimated Purchase Price less (y) the Escrow Deposit Amount, by wire transfer of immediately available funds from Buyer to the account designated by the Representative (which account shall be designated by the Representative in writing at least three (3) Business Days prior to the Closing Date). The Closing Cash Payment shall be allocated among the Sellers, and distributed to the Sellers by the Representative, in accordance with written instructions which shall be delivered to Buyer not less than one (1) Business Day prior to the Closing. (iii) At the Closing, on the terms and subject to the conditions set forth in this Agreement, Buyer shall deliver, by wire transfer of immediately available funds, the Escrow Deposit Amount to the Escrow Agent for deposit into a separate escrow account (the “Escrow Account”) established pursuant to the terms of an escrow agreement, substantially in the form of Exhibit B (the “Escrow Agreement”), among Buyer, the Representative and the Escrow Agent. The Escrow Funds shall be maintained separately in the Escrow Account. The fees and expenses of the Escrow Agent shall be paid 50% by Buyer and 50% by the Representative (on behalf of the Sellers). The Escrow Account will be divided into the following two sub-accounts: (a) An aggregate amount in cash equal to the Purchase Price Adjustment Escrow Amount shall be deposited into a separate subaccount (the “Purchase Price Adjustment Escrow Account”). The Purchase Price Adjustment Escrow Amount shall be distributed i...
Sample 1See All (4)
AutoNDA by SimpleDocs
Closing Distributions. All cash, cash equivalents (except for federal income Tax deposits), marketable securities, annuities and life insurance of the Company shall be distributed at least one Business Day before the Closing Date to Sellers as Company shareholders based on their Percentage Ownership (such items collectively the “Closing Distributions”). At least one Business Days prior to Closing Date, the Company and Sellers’ Representative shall deliver to Buyer a written notice containing in reasonable detail the items consisting of and the aggregate dollar amount of the Closing Distributions.
Sample 1
Closing Distributions. The Company shall make: (a) immediately following the Restructuring Transactions and immediately prior to the transaction contemplated by Section 1.1, a distribution or series of distributions (or in the case of the LTIP, payment) of cash to the Pre-Closing Unitholders (including for this purposes any LTIP Units and Blocker) in accordance with Section 4.1 of the Company LLC Agreement in an amount equal to the New Debt Amount (the "Debt-Financed Distribution"); (b) at the Closing, immediately following the transaction contemplated by Section 1.1, a distribution or series of distributions (or in the case of the LTIP, payment) of cash to the holders of Non-CABO Investor Units (as defined in the A&R LLC Agreement) (including for this purposes any LTIP Units), excluding Blocker and Splitter, in accordance with Section 4.3 of the A&R LLC Agreement in an amount equal to the Closing Cash Distribution Amount; and (c) at the Closing, immediately following the transaction contemplated by Section 1.1, a distribution or series of distributions of Class B Units to Blocker and Splitter, in accordance with Section 4.3 of the A&R LLC Agreement, in an aggregate number of Class B Units equal to the Closing Blocker Distribution Amount divided by the Per Unit Adjusted Equity Value Amount.
Sample 1
Closing Distributions. The parties hereto acknowledge and agree that, prior to the Closing Date, the Company shall cause each Affiliated Property Owner and each Subsidiary to distribute to such entities' partners or members, as applicable, all cash and cash equivalents of such Affiliated Property Owner or Subsidiary other than Retained Cash, and the Company shall distribute, subject to the following sentence, to the Partners all of its cash and cash equivalents other than Retained Cash; provided that no such distribution shall be in violation of any loan agreement or other contractual restriction on the distribution of funds, or the covenant regarding construction loans contained in Section 5.1 hereof (such distributions, the "Pre-Closing Distributions"). Unless otherwise agreed in writing by the Buyer, the Company and the Indemnification Representative (on behalf of the Partners), the Company shall make the Pre-Closing Distributions to the Partners by delivering (on behalf of the Partners), by wire transfer in immediately available funds, all such Pre-Closing Distributions to the Adjustment Escrow, whereupon such Pre-Closing Distributions shall be and shall be deemed to be the Adjustment Escrow Amount (or a portion thereof, as the case may be) and subject to the terms and conditions of Section 2.8(d) hereof and the Indemnification Escrow Agreement.
Sample 1
Closing Distributions. (i) At the Closing, on the terms and subject to the conditions set forth in this Agreement, Buyer shall pay to, or as directed by, the Representative (for the benefit of the Sellers) an aggregate amount in cash equal to the Estimated Purchase Price (less the Escrow Deposit Amount and the Holdback Amount), by wire transfer of immediately available funds from Buyer to the account or accounts designated by the Representative to Buyer (which account or accounts, together with the amounts payable to each Seller, shall be designated by the Representative in writing at least two (2) Business Days prior to the Closing Date). (ii) At the Closing, on the terms and subject to the conditions set forth in this Agreement, Buyer shall deliver, by wire transfer of immediately available funds, an aggregate amount equal to the Escrow Deposit Amount to the Escrow Agent for deposit into a separate escrow account (the “Escrow Account”) established pursuant to the terms of an escrow agreement, substantially in the form of Exhibit B attached hereto (the “Escrow Agreement”), among Buyer, the Representative and the Escrow Agent. The fees and expenses of the Escrow Agent shall be paid fifty percent (50%) by Buyer and fifty percent (50%) by the Representative. (iii) At the Closing, on the terms and subject to the conditions set forth in this Agreement, the Company shall pay, or cause to be paid, to the intended beneficiaries thereof (as identified by the Company to Buyer at least two (2) Business Days prior to the Closing Date) (a) amounts due and owing pursuant to the Credit Facilities and (b) the liabilities of the Sellers set forth on Schedule 1G(iii).
Sample 1
Closing Distributions. Each party hereto agrees that, subject to the terms of this Agreement, the Parent Board may authorize, and Parent may make, in each case in its sole discretion (as applicable), and the board of the Company may authorize and the Company may make, in each case in its sole discretion (as applicable) one or more distributions (collectively, the “Closing Distributions”) at any time from the date hereof until the Effective Time (but including the portion of the Closing Date prior to such Effective Time) to the stockholders of Parent or the members of the Company, as the case may be, in accordance with Applicable Law and the Constituent Documents of Parent and the Constituent Documents of the Company.
Sample 1
Closing Distributions. The Closing Distributions shall have been made.
Sample 1
AutoNDA by SimpleDocs
Closing Distributions. At least three Business Days prior to Closing, the Company and Sellers’ Representative shall deliver to Buyer a written notice containing in reasonable detail the aggregate dollar amount of cash and cash-equivalent distributions to be made by the Company to Sellers immediately prior to the Closing, together with the notes receivable from Akimeka Technologies, LLC (“Akimeka Technologies”), Novellus Research Sites, Inc. and 9Line, LLC, respectively (such cash, cash equivalents and notes receivable, collectively the “Closing Distributions”). Notwithstanding anything to the contrary herein, any items that are the personal property of Xxxxxxxxxxxx, including artwork and awards, although displayed in the Company’s Hawaii offices or are referenced on Schedule 2.3, shall remain the personal property of Xxxxxxxxxxxx, shall not be deemed property of the Company, and shall not be considered Closing Distributions.
Sample 1

Related to Closing Distributions

  • Operating Distributions Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

  • Liquidating Distributions Notwithstanding anything to the contrary in this Article VII or in Section 8.3 of the Master Agreement, upon the sale of the Property or the dissolution and liquidation of the Series in accordance with the provisions of this Agreement and of Section 8.3 of the Master Agreement, the proceeds of liquidation of the Series or the sale of the Property will be distributed within ninety (90) days of the date of sale of the Property or the dissolution and liquidation in the following order and priority: (i) First, to creditors of the Series, including the Members who are creditors, to the extent otherwise permitted by law, in satisfaction (whether by payment or the making of reasonable provision for payment thereof) of all debts, liabilities, obligations and expenses of the Series, including, without limitation, the expenses incurred in connection with the liquidation of the Series; and (ii) Second, to the Members pro rata in proportion to their holdings of Shares, with such Distributions to be made by the end of the Fiscal Year during which the liquidation occurs (or, if later, ninety (90) days after the date of the liquidation).

  • Capital Contributions Distributions 17 TABLE OF CONTENTS (continued)

  • Qualified HSA Funding Distribution If you are eligible to contribute to a health savings account (HSA), you may be eligible to take a one-time tax-free HSA funding distribution from your IRA and directly deposit it to your HSA. The amount of the qualified HSA funding distribution may not exceed the maximum HSA contribution limit in effect for the type of high deductible health plan coverage (i.e., single or family coverage) that you have at the time of the deposit, and counts toward your HSA contribution limit for that year. For further detailed information, you may wish to obtain IRS Publication 969, Health Savings Accounts and Other Tax-Favored Health Plans.

  • Interim Distributions At such times as may be determined by it in its sole discretion, the Trustee shall distribute, or cause to be distributed, to the Beneficiaries, in proportion to the number of Trust Units held by each Beneficiary relating to the Trust, such cash or other property comprising a portion of the Trust Assets as the Trustee may in its sole discretion determine may be distributed without detriment to the conservation and protection of the Trust Assets in the Trust.

  • Final Distributions Upon the winding up of the LLC, the assets must be distributed as follows: (a) to the LLC creditors; (b) to Members in satisfaction of liabilities for distributions; and (c) to Members first for the return of their contributions and secondly respecting their LLC interest, in the proportions in which the Members share in profits and losses.

  • Character of Liquidating Distributions All payments made in liquidation of the interest of a Unit Holder in the Company shall be made in exchange for the interest of such Unit Holder in Property pursuant to Section 736(b)(1) of the Code, including the interest of such Unit Holder in Company goodwill.

  • Certain Distributions If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan prior to separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the date such distribution is announced, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities (other than rights issued pursuant to a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution per share of Common Stock has a value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company will send written notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least 50 Scheduled Trading Days before the Ex-Dividend Date for such distribution; and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date; provided, further, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not elected another Settlement Method to apply, including pursuant to Section 5.03(A)(i)), then the Company may instead elect to provide such notice at least ten Scheduled Trading Days before such Ex-Dividend Date, in which case (x) the Company must settle all conversions of Notes with a Conversion Date occurring on or after the date the Company provides such notice and on or before the Business Day immediately before the Ex-Dividend Date for such distribution (or any earlier announcement by the Company that such distribution will not take place) by Physical Settlement; and (y) such notice must state that all such conversions will be settled by Physical Settlement; provided, further, that, notwithstanding anything to the contrary in this Section 5.01(C)(i)(3)(a), in the case of any separation, from the Common Stock, of rights issued pursuant to a stockholder rights plan as set forth in clauses (I) and (II) above, in no event will the Company be required to provide such notice before the Business Day after the date the Company becomes aware of the event causing such separation.

  • Special Distributions In case the Company shall fix a record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(c) and 4(d) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(e) above), the Warrant Price to be in effect on and after such record date shall be adjusted by multiplying the Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, and (ii) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant prior to the date such subsequent adjustment was made.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!