Distribution to Shareholders. If and whenever at any time prior to the Time of Expiry the Corporation shall fix a record date or if a date is otherwise established (any such date being hereinafter referred to in this subsection 2(i) as the "record date") for the issuance of rights, options or warrants to all or substantially all the holders of the outstanding Shares of the Corporation entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Shares of the Corporation or securities convertible into or exchangeable for Shares at a price per share or, as the case may be, having a conversion or exchange price per share less than 95% of the Fair Market Value (as hereinafter defined) on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Shares outstanding on such record date plus a number equal to the number arrived at by dividing the aggregate price of the total number of additional Shares offered for subscription or purchase or, as the case may be, the aggregate conversion or exchange price of the convertible or exchangeable securities so offered by the Fair Market Value, and of which the denominator shall be the total number of Shares outstanding on such record date plus the total number of additional Shares so offered (or into which the convertible or exchangeable securities so offered are convertible or exchangeable); Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any rights or warrants are not so issued or any such rights or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Shares or conversion or exchange rights contained in convertible or exchangeable securities actually issued upon the exercise of such rights or warrants, as the case may be.
Distribution to Shareholders. Allocation of part of the reserves to Special Separate Reserves.
Distribution to Shareholders. After payment of the Debts of the Corporation and the Costs of Liquidation, the remaining Assets shall, upon dissolution and liquidation of the Corporation, be allocated among the Shareholders in the following order:
(a) To all debts and liabilities of the Corporation, including the expenses of dissolution and liquidation;
(b) To all Shareholder loans, if any, with unpaid interest;
(c) To undistributed Net Profits of the Corporation. “Net Profits” shall mean the difference between the Corporations revenue minus costs;
Distribution to Shareholders. On the Effective Date, shareholders holding not less than one hundred (100%) percent of Acquiree common shares not dissenting from the Plan shall exchange not less than one hundred (100%) percent of the outstanding stock of Acquiree at the for [________________________] shares of Acquiror's shares and Acquiree shall become a wholly owned subsidiary of Acquiror.
Distribution to Shareholders. (a) As part of and concurrently with the Liquidation, the Company shall, and each other Party (other than ListCo) shall procure the Company to, effect a distribution in specie in accordance with applicable laws and regulations of the class A ordinary shares of ListCo and class B ordinary shares of ListCo held by the Company to each Shareholder, which such distribution in specie of the class A ordinary shares and class B ordinary shares of ListCo to each Shareholder shall directly correspond with, and be in proportion to, the number of Class B Shares and Class A Shares held by such Shareholder in the Company, respectively, immediately prior to the completion of the Liquidation, such that immediately following the completion of such distribution in specie of the class A ordinary shares and class B ordinary shares of ListCo to each Shareholder:
(i) such Shareholder’s voting interest in ListCo shall correspond with, and be proportionate to, such Shareholder’s voting interest in the Company; and
(ii) the number of class A ordinary shares of ListCo and class B ordinary shares of ListCo held by such Shareholder shall correspond with, and be proportionate to, such Shareholder’s interest in all of the Class B Shares and the Class A Shares in issue, respectively, in each case of (i) and (ii), relative to the other Shareholders immediately prior to the completion of the Liquidation; and
(b) ListCo shall co-operate with and provide all reasonably necessary assistance to the other Parties to give effect to the distribution in specie contemplated under Section 3.2(a), including by entering the Shareholders in the relevant register as members of ListCo (subject to the payment of stamp duty or stamp duty reserve tax, if any, in relation to such distribution in specie), and completing and despatching to the Shareholders the relevant certificates in respect of the ListCo shares that they hold following completion of the distribution in specie. For the avoidance of doubt, ListCo shall not (directly or indirectly) be liable for any stamp duty or stamp duty reserve tax in relation to such distribution in specie.
(c) Without limiting the generality of Section 3.2(b), the Parties (other than ListCo and the Company) shall co-operate with and provide all reasonably necessary assistance to the Company, and shall take all steps necessary or desirable or as may be requested by the Company, to give effect to the distribution in specie contemplated under Section 3.2(a).
Distribution to Shareholders. Any material to be distributed to the Shareholders shall be made in proportion to their respective Ownership Interests, and corresponding credits shall be made to the Company as determined by the General Manager.
Distribution to Shareholders. Pay or declare any dividends, or purchase, ---------------------------- redeem or otherwise acquire any of its capital stock, or make any other distributions of any property to any of its shareholders as such.
Distribution to Shareholders. On the Effective Date, all of ----------------------------- the shareholders of Acquiree not dissenting from the Plan shall exchange all of the outstanding stock of Acquiree for 10,000,000 shares of Acquiror and Acquiree shall become a wholly owned subsidiary of Acquiror.
Distribution to Shareholders. On the Effective Date, all of the shareholders of Acquiree not dissenting from the Plan shall exchange all of the outstanding stock of Acquiree for 30,000,000 shares of Acquiror and Acquiree shall become a wholly owned subsidiary of Acquiror.
Distribution to Shareholders. As soon as practicable after delivery of the respective disclosures schedules relating to the representations and warranties of Xxxxxxxxxx and CTK in this Agreement and completion of the Disclosure Document and the Proxy Statement, Xxxxxxxxxx shall distribute to its Shareholders for execution a copy of this Agreement, together with a copy of such disclosure schedules, a copy of the Disclosure Document and a copy of the Proxy Statement.
