Company Share Distribution Sample Clauses

Company Share Distribution. Subject to the delivery by NASCAR of the Company Share Distribution Closing Notice, at the Company Share Distribution Closing (as defined herein), the WCF Family Trustees will distribute to (a) LDK, and LDK will receive from the WCF Family Trustees, all right, title and interest in the LDK Company Shares, free and clear of any Liens (other than Liens arising pursuant to applicable securities Laws), and (b) the BZF Shareholder, and the BZF Shareholder will receive from the WCF Family Trustees, all right, title and interest in the BZF Company Shares, free and clear of any Liens (other than Liens arising pursuant to applicable securities Laws). NASCAR shall deliver the Company Share Distribution Closing Notice prior to the effectiveness of the merger contemplated by the ISC Merger Agreement. The WCF Family Trust Company Shares will be distributed so that LDK and BZF will have an equivalent tax basis in such shares.
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Company Share Distribution. (1) SNDL covenants and agrees to take all actions required of SNDL to give effect to the the Company Share Distribution, including to: (i) file the articles of arrangement in respect of the plan of arrangement pertaining to, among other things, the Company Share Distribution on or before the Effective Date; and (ii) irrevocably deposit with a depositary such number of Alcanna Company Shares that are to be the subject of the Company Share Distribution (together will all other property required to be distributed in accordance with the plan of arrangement pertaining to, among other things, the Company Share Distribution), and such Company Share Distribution shall be completed in accordance with the terms and conditions of this Section 2.5.” 2.6 Effective as of the Amendment Date, the Implementation Agreement is hereby amended by deleting Section 2.5(6) thereof in its entirety and replacing it with the following:
Sample 1
Company Share Distribution. (1) SNDL shall distribute the Company Share Distribution to holders of common shares of SNDL, on a pro rata basis, in accordance with the terms and conditions of this Section 2.5, provided that SNDL shall not complete the Company Share Distribution prior to the Company Meeting. (2) All costs and expenses incurred by Nova to facilitate the implementation of the Corporation Share Distribution shall be borne by SNDL. (3) The Company shall take all actions that SNDL may reasonably deem to be necessary or desirable to complete the distribution of the Company Share Distribution pursuant to Section 2.5(1) subject to the limitations of this Section 2.5. (4) SNDL covenants that it shall complete the Company Share Distribution only in such a manner that complies with all applicable Securities Laws and in reliance upon applicable exemptions from prospectus, registration or qualification requirements in any jurisdiction in which the Company Share Distribution is proposed to be completed. SNDL acknowledges and agrees that the Company Share Distribution shall not be completed in any manner which would require the Company to deliver a prospectus or registration statement, or otherwise require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under applicable Securities Laws. SNDL shall not take any action, that would: (i) obligate the Company to file a prospectus, registration statement or similar document, or to take any action to qualify or register any of its securities or any trade of any of its securities (including the Company Shares); (ii) obligate the Company to establish or maintain any office or director in any jurisdiction in which the Company Share Distribution is to be completed (other than any jurisdiction in which the Company already maintains an officer or directors); or subject the Company to any continuous disclosure, reporting or other similar requirement in any jurisdiction (other than any jurisdiction in which the Company is already subject to such continuous disclosure, reporting or other similar requirement under applicable Securities Laws). (5) SNDL agrees and acknowledges that: (i) the Company Shares have not been and will not be registered under U.S. Securities Laws; (ii) the Company Shares may not be distributed, directly or indirectly, in the United States or to a "U.S. Person" (as that term is defined in Regulation S under the U.S. Securities Act) ("U.S. Person") without regis...
Sample 1

Related to Company Share Distribution

  • Share Distributions Upon the timely receipt by the Depositary of a notice from the Company that it intends to make a distribution that consists of a dividend in, or free distribution of Shares, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary shall either (i) subject to Section 5.9 of the Deposit Agreement, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b) taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 of the Deposit Agreement.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Stock Consideration 3 subsidiary...................................................................53

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Share Dividends If the Trustee receives any additional shares of capital stock of the Corporation as a dividend or other distribution with respect to any shares of Stock, the Trustee shall hold such shares subject to this Agreement for the benefit of the Stockholders in proportion to their respective interests, and the shares shall become subject to all of the terms and conditions of this Agreement to the same extent as if they were originally deposited hereunder. The Trustee shall issue Voting Trust Certificates in respect of these shares to the Stockholders of record at the close of business on the record date determined pursuant to the provisions of Section 4(d).

  • Parent Stock (a) As of the date hereof the authorized capital stock of Parent consists of (I) (A) 75,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreement, (II) the Agreement and Plan of Merger, dated as of May 4, 1998, among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998), fully paid and nonassessable; (ii) 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 172,452 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 5.6 hereto, there are no options, ------------ warrants, calls, agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the Closing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The outstanding shares of capital stock of Parent immediately prior to the Effective Time are set forth on Schedule 5.6 hereto. ------------ (c) When delivered to the SCE Shareholders in accordance with the terms hereof, the Parent Stock will be (i) duly authorized, fully paid and nonassessable, and (b) free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

  • Common Shares 4 Company...................................................................................... 4

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Rights as Shareholder; Dividend Equivalents 6.1 The Participant shall not have any rights of a shareholder with respect to the Common Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units vest and are settled by the issuance of such Common Shares. Upon and following the settlement of the Restricted Stock Units, the Participant shall be the record owner of the Common Shares underlying the Restricted Stock Units unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company (including voting rights). 6.2 In the event that the Company pays any cash dividends on its Common Shares between the Grant Date and the date when the Restricted Stock Units are settled in accordance with Section 7 hereof or are forfeited, the Participant’s Account shall be credited on the date such dividend is paid to shareholders with an amount equal to all cash dividends that would have been paid to the Participant if one Common Share had been issued on the Grant Date for each Restricted Stock Unit granted to the Participant (“Dividend Equivalents”). Dividend Equivalents shall be credited to the Participant’s Account and interest may be credited on the amount of cash Dividend Equivalents credited to the Participant’s Account at a rate and subject to such terms as determined by the Committee. Dividend Equivalents credited to the Participant’s Account shall be subject to the same vesting and other restrictions as the Restricted Stock Units to which they are attributable and shall be paid on the same date that the Restricted Stock Units to which they are attributable are settled in accordance with Section 7 hereof. Dividend Equivalents credited to the Participant’s Account shall be distributed in cash or, at the discretion of the Committee, in Common Shares having a Fair Market Value equal to the amount of the Dividend Equivalents and interest, if any. Any accumulated and unpaid Dividend Equivalents attributable to Restricted Stock Units that are cancelled will not be paid and will be immediately forfeited upon cancellation of the Restricted Stock Units.

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