Distribution Adjustment. In connection with the distributions permitted under Section 7.10 hereof, the parties acknowledge that any determination of 1997 net taxable income of the COMPANY up to the Consummation Date will be an estimate. Therefore, VESTCOM, acting through the Surviving Corporation, and the STOCKHOLDERS agree to make the following adjustments to the distributions, if any, to the STOCKHOLDERS pursuant to Section 7.10. All adjustments will be based upon the 1997 final tax return of the COMPANY for the period up to the Consummation Date (the "COMPANY'S 1997 Return"). If the amounts previously distributed to the STOCKHOLDERS or distributed pursuant to Section 7.10 for 1997 were less than 45% of the 1997 net taxable income of the COMPANY up to the Consummation Date (as shown on the COMPANY'S 1997 Return), VESTCOM, acting through the Surviving Corporation, shall distribute to the STOCKHOLDERS, either as a dividend or otherwise, the deficiency, on a pro rata basis, according to such STOCKHOLDER'S proportionate interest in the COMPANY pre-Consummation Date. If however, the amounts previously distributed to the STOCKHOLDERS or distributed pursuant to Section 7.10 for 1997 were greater than 45% of 1997 net taxable income of the COMPANY up to the Consummation Date (as shown on the COMPANY'S 1997 Return), the STOCKHOLDERS shall reimburse VESTCOM, through the Surviving Corporation, such excess, on a pro rata basis, according to such STOCKHOLDER'S proportionate interest in the COMPANY pre-Consummation Date.
Distribution Adjustment. On a quarterly basis (including, at the ----------------------- end of the Term), Microsoft will compare the number of Copies actually distributed hereunder against the Advance paid for such quarter (or the Term). If the fees incurred pursuant to paragraph 4.2 for the number of Copies actually distributed during such quarter (or the Term) are greater than the portion of the Advance paid for such quarter (or the Term), Microsoft will invoice Company for the difference at the applicable rates noted in paragraph 4.2. If at the end of the Term the fees (including the Advance) received by Microsoft hereunder exceed the amount of the fees incurred by Company for distribution of Copies hereunder, Microsoft will refund the difference to Company; except that in no event will Microsoft be required to refund or otherwise return to Company any portion of the Advance. Notwithstanding the foregoing, the maximum aggregate Advance and Fee payments that Company may incur to Microsoft hereunder will be [**]. Once and only if the foregoing payment cap is reached by Company, Company will be relieved of paying any additional amounts pursuant to Section 4.2 hereunder; provided that, for the remainder of the Term, Company may not increase the average number of Copies delivered by Microsoft to Subscribers during the period preceding Company attaining such payment cap.
Distribution Adjustment. (a) Within ten business days following the announcement of the applicable quarterly distribution, the Investor shall prepare and deliver, or cause to be prepared and delivered, to the Partnership a statement of its calculation, in reasonable detail, of the amount of the upward adjustment, if any, to the Cash Consideration determined by this Section 3(a) (the “Distribution Adjustment”). The Distribution Adjustment shall be equal to the sum of:
(i) If the Closing occurs prior to or on the record date for a distribution by the Partnership of Available Cash pursuant to Section 6.3 of the Partnership Agreement with respect to a calendar quarter prior to the calendar quarter in which the Closing occurs, the product of (a) the amount of such distribution to each Common Unit multiplied by (b) the number of Investor Units to be purchased hereunder at Closing; and
(ii) With respect to any distribution by the Partnership of Available Cash pursuant to Section 6.3 of the Partnership Agreement with respect to the calendar quarter in which the Closing occurs, the product of (a) the product of (1) the amount of such distribution to each Common Unit multiplied by (2) the number of Investor Units to be purchased hereunder at Closing multiplied by (b) a fraction, (1) the numerator of which is the number of days commencing with the first day of such quarter and ending on the Closing Date and (2) the denominator of which is the total number of days in such quarter.
(b) The Cash Consideration shall be adjusted upward by the Distribution Adjustment and the Investor shall pay to the Partnership, by wire or interbank transfer of immediately available funds to an account specified in writing by the Partnership, an amount in cash equal to the unpaid amount of the Distribution Adjustment on the date of each respective distribution by the Partnership in Section 3(a).
Distribution Adjustment. On a quarterly basis (including, at the end of the Term), Microsoft will compare the number of Conversions against the fees paid by Company for such quarter (or the Term). If the fees incurred pursuant to Section 4 for the number of Conversions during such quarter (or the Term) are greater than the fees paid for such quarter (or the Term), Microsoft will invoice Company for the difference at the applicable rate per Conversion as outlined in section 4A (v). If at the end of the Term (or the extended Term if the contract period is prolonged pursuant to Section 2.C) the fees (including the Advance) received by Microsoft hereunder exceed the amount of the fees incurred by Company for the Conversions, Microsoft will refund the difference to Company; except that in no event will Microsoft be required to refund or otherwise return to Company any portion of fees already earned through Conversions delivered under this Agreement through the effective date of termination.
Distribution Adjustment. In connection with the distributions permitted under Section 7.10 hereof, the parties acknowledge that any determination of 1997 net taxable income of the COMPANY up to the Consummation Date will be an estimate. Therefore, VESTCOM, acting through the Surviving Corporation, and the STOCKHOLDERS agree to make the following adjustments to the distributions, if any, to the STOCKHOLDERS pursuant to Section 7.10. All adjustments will be based upon the 1997 final tax return of the COMPANY for the period up to the Consummation Date (the "COMPANY'S 1997 Return"). If the amounts previously distributed to the STOCKHOLDERS or distributed pursuant to Section 7.10 for 1997 were less than 45% of the 1997 net taxable income of the COMPANY up to the Consummation Date (as shown on the COMPANY'S 1997 Return), VESTCOM, acting through the Surviving Corporation, shall distribute to the STOCKHOLDERS, either as a dividend or otherwise, the deficiency, on a pro rata basis, according to such STOCKHOLDER'S proportionate interest in the COMPANY pre-Consummation Date. If however, the amounts previously distributed to the
Distribution Adjustment. On a quarterly basis (including, at the end of the Term), Microsoft will compare the number of Copies actually distributed hereunder against the Advance paid for such quarter (or the Term). If the fees incurred pursuant to paragraph 4.2 for the number of Copies actually distributed during such quarter (or the Term) are greater than the portion of the Advance paid for such quarter (or the Term), Microsoft will invoice Company for the difference at the applicable rates noted in paragraph 4.2. If at the end of the Term the fees (including the Advance) received by Microsoft hereunder exceed the amount of the fees incurred by Company for distribution of Copies hereunder, Microsoft will refund the difference to Company; except that in no event will Microsoft be required to refund or otherwise return to Company any portion of the Advance.
Distribution Adjustment. Tenneco shall submit at its next annual shareowners' meeting, and recommend the adoption of, a proposal to amend Tenneco's certificate of incorporation to reduce the total number of authorized shares of Tenneco Common Stock to an amount consistent with the current guidelines of Institutional Shareholder Services (which would
Distribution Adjustment. Commencing as of January 1, 2007, the Company shall guarantee a minimum cash distribution return on the Registrable Securities of 9% per annum (based upon the $5,875,000 valuation set forth in the Asset Purchase Agreement) until such Registrable Securities may first be publicly sold without restriction other than those restrictions customarily set forth in the form of registration statement on which the Registrable Securities are registered or pursuant to Rule 144(k) of the Act. The minimum payment guaranteed pursuant to paragraph (i) above shall be paid by the Company to the Holder monthly beginning thirty (30) days after January 1, 2007 and shall continue to be paid monthly until the registration statement is declared effective (with any portion of a monthly payment being paid by the Company on a pro rata basis on the date that such registration statement is declared effective). Any cash dividend or other distribution of cash or any security or other property that may be readily converted into or liquidated for cash that is received by the Holder with respect to the Registrable Securities during the period beginning on the Projected Effective Date and ending on the date that the registration statement with respect to the Registrable Securities is declared effective shall be credited against the guaranteed minimum 9% per annum yield that is required to be paid to the Company hereunder.
Distribution Adjustment. As described in the section entitled “The Combination Merger Agreement—21CF Charter Amendment and Distribution” beginning on page 211 of this joint proxy statement/prospectus, the 21CF merger consideration will be automatically adjusted to take into account the exchange of a portion of each share of 21CF common stock for 1/3 of one share of New Fox common stock of the same class, pursuant to the distribution, such that the portion of each share of 21CF common stock resulting from the distribution will receive the amount of 21CF merger consideration that a whole share of 21CF common stock would have been entitled to receive before giving effect to the distribution. To give effect to the distribution adjustment, the per share value, after giving effect to the tax adjustment amount, will be multiplied by the distribution adjustment multiple. As an example of the distribution adjustment, assume the following: • a distribution multiple of 1.25 (5/4); • a per share value after giving effect to the tax adjustment amount of $38.00; and • an example 21CF stockholder who owns 120 shares of 21CF common stock. In this example, 20% (1/5) of each share of 21CF common stock (other than hook stock shares) will be exchanged in the distribution for 1/3 of one share of New Fox common stock of the same class. The remaining 80% (4/5) of each share of 21CF common stock will be unaffected by the distribution and remain issued and outstanding until the 21CF merger. Following the distribution, the example 21CF stockholder will have, in the aggregate, 8 shares of New Fox common stock of the same class as its 21CF shares and 96 shares of 21CF common stock, which 21CF shares will remain issued and outstanding until the 21CF merger. The 21CF merger consideration will be adjusted to take the distribution into account by multiplying the per share value, after giving effect to the tax adjustment amount, of $38.00 in this example by the distribution adjustment multiple, resulting in per share consideration of $47.50. Multiplying this by the example 21CF stockholder’s 96 shares results in total consideration to the example 21CF stockholder in the 21CF merger of $4,560.00. This is the same amount of consideration that the example 21CF stockholder would have received if its original aggregate total of 120 shares of 21CF common stock had been exchanged for $38.00 per share. See the section entitled “The Transactions—Overview of the Transactions—Distribution Adjustment” beginning on page 111 o...
Distribution Adjustment. (a) Within ten (10) business days following the announcement of the applicable quarterly distribution, the Contributing Parties shall prepare and deliver, or cause to be prepared and delivered, to the Partnership Parties a statement of its calculation, in reasonable detail, of the amount of the downward adjustment, if any, to the Cash Consideration determined by this Section 2.5(a) (the “Distribution Adjustment”).
(i) If the Closing Date occurs prior to or on the record date for a distribution by the Partnership of Available Cash (as defined in the Partnership Agreement) pursuant to Section 6.3 of the Partnership Agreement with respect to a calendar quarter prior to the calendar quarter in which the Closing occurs, the Distribution Adjustment shall equal the sum of (a) the product of the amount of such distribution to each Common Unit multiplied by 1,849,138, (b) the product of the amount of such distribution to each General Partner Unit multiplied by 37,738, and (c) the excess of (1) the amount that will be distributed to the holders of the Incentive Distribution Rights (as defined in the Partnership Agreement) for such calendar quarter over (2) the amount that would have been distributed to the holders of the Incentive Distribution Rights for such calendar quarter if the contributions contemplated by the Agreement had not been made and the issuances of Common Units and General Partner Units contemplated by the Agreement had not occurred.
(ii) If the Closing Date occurs after or on December 1, 2010, the Distribution Adjustment shall equal the sum of (a) the amount of the distribution to the Common Units issued in the Private Equity Placement with respect to the calendar quarter in which the Closing occurs multiplied by a fraction, (1) the numerator of which is the number of days commencing with the first day of such quarter and ending on the last day of the month preceding the month in which the Closing of the contributions contemplated by the Agreement occurs and (2) the denominator of which is the total number of days in such quarter, (b) the amount of the distribution to the General Partner Units issued pursuant to this Agreement with respect to the calendar quarter in which the Closing occurs multiplied by a fraction, (1) the numerator of which is the number of days commencing with the first day of such quarter and ending on the last day of the month preceding the month in which the Closing of the contributions contemplated by the Agreement occurs and...
