Distribution of the Consideration. The parties will take the actions specified in this Section 2.5 to effect the distribution of the Up-front Consideration and cash in the amount of the Contingent Consideration Amount, in accordance with Section 2.6 (the “Contingent Consideration” and, together with the Up-front Consideration, the “Consideration”) to the VE Members.
Distribution of the Consideration. The Share Consideration, including the Closing Share Consideration and any Earnout Consideration, will be issued and delivered to the holders of the Company Units as follows:
Distribution of the Consideration. The parties will take the actions specified in this Section 2.5 to effect the distribution of the Up-front Consideration and the Deferred Cash Consideration, to be paid in accordance with Section 2.6, (collectively, the “Consideration”) to the VE Members. - 18 - (a) Distribution Agent. Prior to the Closing Date, VI, VE and the VE Member Representative shall enter into an agreement (the “Distribution Agent Agreement”) with such bank, trust company or other appropriate service provider meeting the minimum standards provided in Section 2(o) of the Option Agreement as amended by the A&R Option Amendment as designated by VE and reasonably acceptable to VI (the “Distribution Agent”), which agreement shall provide that VI shall deposit, or cause to be deposited, the Closing Cash Consideration and the Supplemental Cash Consideration (and the Fractional Share Cash Amount, if any) with the Distribution Agent at the Closing and the Deferred Cash Consideration with the Distribution Agent on the Deferred Cash Payment Date, in each case as agent or nominee for and on behalf of the VE Members, for distribution in accordance with this Section 2.5. As provided in Section 2(o) of the Option Agreement as amended by the A&R Option Amendment, VI’s obligations to pay or transmit the Closing Cash Consideration, the Supplemental Cash Consideration and the Deferred Cash Consideration (and the Fractional Share Cash Amount, if any) shall be satisfied in full by the delivery of the Closing Cash Consideration, the Supplemental Cash Consideration and the Deferred Cash Consideration (and the Fractional Share Cash Amount, if any) to the Distribution Agent in accordance with the terms of this Agreement, and VI shall under no circumstances have any liability whatsoever for the actions of the Distribution Agent. To the extent not included as Permitted Leakage under Section 2.7(d)(xii), the costs of the Distribution Agent shall be borne by VI. (b)
Distribution of the Consideration. As soon as practicable following the Closing and in any event not later than the close of business on the fifth business day thereafter, the Sellers will cause the Distribution Agent to distribute the Consideration to the shareholders of Forasol-Foramer so that such shareholders, of record as of the close of business on the date of the Forasol Shareholders' Meeting (as defined in Section 6.1) or on such later date which is not more than five business days prior to the Closing Date as Forasol-Foramer shall designate in a notice to its shareholders provided in accordance with applicable Dutch law and the rules and regulations of the Nasdaq National Market System (the "Distribution Record Date"), will receive, subject to the withholding of any applicable Taxes, cash in the amount of U.S. $6.80 and 0.66 shares of Pride Common Stock for each of the Forasol Common Shares held by them as of such Distribution Record Date; provided, however, that no fractional shares of Pride Common Stock shall be so distributable and Forasol-Foramer shall make, and shall cause the Distribution Agent to make, such adjustments with respect to any fractional shares of Pride Common Stock otherwise distributable as it may deem to be fair and equitable and as otherwise may be required by applicable law or regulations.
Distribution of the Consideration. (a) On the Closing Date, Acquisition Sub shall, subject to the provisions of Sections 2.2(b) and Section 2.5, pay to each Shareholder, by certified check or wire transfer, that portion of the Consideration that such Shareholder has the right to receive with respect to the Shares held by such Shareholder, as reflected on Schedule I attached hereto, as amended immediately prior to the Closing.
Distribution of the Consideration. (a) If and to the extent not distributed upon Closing, the Linkage Parties shall take commercially reasonable steps to distribute all of the Consideration received by Linkage (less any cash required by Linkage to meet its outstanding obligations) as soon as reasonably practicable thereafter to the Legacy Linkage Shareholders.
