Distribution of Consideration. Contributor hereby covenants that Contributor (i) until the second anniversary of the Closing Date, will not transfer or distribute to any other Person any of the OP Units Contributor receives as Consideration; and (ii) within 30 days following the Closing Date, will distribute to the members of Contributor that are not affiliates of either of the Priam GPs, in accordance with their respective membership interests in Contributor, all cash, if any, Contributor receives as part of the Consideration.
Distribution of Consideration. Contributor hereby covenants that until the second anniversary of the Closing Date, Contributor will not transfer or distribute to any other Person any of the OP Units Contributor receives as Consideration.
Distribution of Consideration. The Settling Claimants agree to apportion all Consideration among themselves in accordance with the terms of the Allocation Agreement.
Distribution of Consideration. (a) Not later than ten days following the Closing Date, Seller shall provide to the Custodian a list of each holder of record of capital stock of Seller as of the Closing Date (each a "Distributee"), together with a calculation of each Distributee's pro rata share of the Consideration Shares calculated in accordance with the BCA, Seller's Bye-laws, the Reorganization Agreement and this Plan.
(b) On the second Business Day following receipt of the information described in clause (a), the Custodian shall mail or cause to be mailed to each Distributee a notice as to the number of Consideration Shares to be distributed to each Distributee and instructions for use in effecting the delivery of Consideration Shares to Distributees.
(c) Upon presentation of evidence of ownership of shares of capital stock of Seller by or on behalf of each Distributee after the Second Seller Shareholder Meeting, together with such other documents as may reasonably be required by the Custodian or its agent for such purpose, each Distributee shall be entitled to receive, net of any required withholding tax, (i) one or more certificates representing that number of Consideration Shares that such Distributee has a right to receive under pursuant to the BCA, Seller's Bye-laws, Reorganization Agreement and this Plan and (ii) a check in the amount of any cash in lieu of any fractional interest in Consideration Shares to which such Distributee is entitled pursuant to Section 3.4 of this Plan plus any dividends or other distributions on the Consideration Shares to which such Distributee is entitled pursuant to Section 3.2 of this Plan. No interest will be paid or will accrue on any cash payable to Distributees pursuant to the provisions of this Plan. In the event of a transfer of ownership of capital stock of Seller which is not registered in the transfer records of Seller, a certificate representing the proper number of Consideration Shares may be issued to a Person other than the Person in whose name the ownership of such capital stock of Seller is registered, if evidence of such ownership shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the distribution of Consideration Shares to a Person other than the registered holder of such Certificate or establish to the satisfaction of Custodian or its agent that such tax has been paid or is not applicable.
Distribution of Consideration. Buyer shall cooperate fully with Seller to permit Seller to distribute the Consideration in accordance with applicable securities laws to certain shareholders of Baseline; provided that Buyer shall not be required to incur any out-of-pocket expenses (other that normal overhead expenses of Buyer's business) in connection therewith.
Distribution of Consideration. Seller agrees that it will not distribute any of the Consideration to the holders of its Equity Securities, other than the distribution of 395,745 shares of Purchaser common stock to be registered for resale in accordance with Section 12, until it has been liquidated and dissolved in accordance with Section 11.2 above, at which xxxx Xxxxxx will distribute the Consideration in the amounts and to the entities as set forth on Exhibit K attached hereto.
Distribution of Consideration. Seller shall not distribute any shares of Parent Common Stock to any person that does not execute and deliver to Parent and Buyer a copy of the Investment Agreement, representing in such agreement that such member is an “accredited investor” as such term is defined in Rule 501 of the Securities Act. Seller may distribute shares of Parent Common Stock to any direct or indirect equity holder of the Seller as long as they execute and deliver to Parent and Buyer a copy of the Investment Agreement, and any such person shall also be entitled to all rights and benefits of the Seller or any other predecessor in interest under the Registration Rights Agreement.
Distribution of Consideration. Seller acknowledges it is solely responsible for determining the distribution of Consideration to be paid by Purchaser pursuant to Section 2.3 hereto, and agrees that Purchaser shall have no Liability relating to such distributions or arising from the distribution of Consideration or any portion thereof in accordance with Seller’s directions. All disputes among Seller, its stockholders, its Affiliates or such other Persons to whom Consideration is distributed to, or any of them, relating to the distribution of Consideration shall be resolved between such parties without the involvement of Purchaser or any of its Affiliates.
Distribution of Consideration. At the Closing each share of Company Common Stock shall be delivered to IMNET against payment of the Cash Portion therefor (payable by check or wire transfer, but adjusted for the escrow), the issuance and shipment of the IMNET Shares, and the obligation to pay amounts due under the Earn-out Agreement. A part of the Cash Portion shall be held in escrow by IMNET pursuant to Section 3.4 below. In lieu of delivering fractional shares IMNET shall deliver an amount in cash based on the Determination Price.
Distribution of Consideration. The Seller hereby covenants that ----------------------------- on and after the Closing, they shall pay and distribute any and all consideration paid by the Purchaser to the Seller pursuant hereto in accordance with all applicable laws and shall indemnify and hold the Purchaser harmless from any liability arising by virtue of any failure on the part of the Seller to comply in all respects with this covenant.
