Common use of Distribution Adjustment Clause in Contracts

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. 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, -72- 80 acting through the Surviving CorporationCorporations, and the STOCKHOLDERS agree to make the following adjustments to the distributions, if any, made 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 '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 taken as a whole up to the Consummation Date (as shown on the COMPANY'S 's 1997 Return), VESTCOM, acting through the Surviving CorporationCorporations, shall distribute to the STOCKHOLDERS, either as a dividend or otherwise, the deficiency, 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 the 1997 net taxable income of the COMPANY taken as a whole up to the Consummation Date (as shown on the COMPANY'S 's 1997 Return), the STOCKHOLDERS shall reimburse VESTCOM, through the Surviving CorporationCorporations, such excess, on a pro rata basis, according to such STOCKHOLDER'S proportionate interest in the COMPANY pre-pre- Consummation Date.