Distribution to Stockholders. Subject to Section 4 hereof with respect to the Merger Consideration, (i) promptly after the Initial Termination Date, the Escrow Agent will release from escrow to the Stockholders their Pro Rata Share of (x) one-half of the Escrow Property less (y) (A) any Escrow Property delivered to Parent in accordance with Section 4 hereof in satisfaction of Claims, (B) any Escrow Property subject to delivery to Parent in accordance with Section 4 hereof with respect to any then resolved but unsatisfied Claims, and (C) any Escrow Property subject to any then pending but unresolved Claims and (ii) promptly after the Termination Date, the Escrow Agent will release from escrow to the Stockholders their Pro Rata Share of the (x) remaining Escrow Property less (y)(A) any Escrow Property delivered to Parent in accordance with Section 4 hereof in satisfaction of Claims, (B) any Escrow Property subject to delivery to Parent in accordance with Section 4 hereof with respect to any then resolved but unsatisfied Claims, and (C) any Escrow Property subject to any then pending but unresolved Claims. Any Escrow Property held as a result of clauses (i)(y)(C) and (ii)(y)(C) above will be released to the Stockholders or released to Parent (as appropriate) promptly upon resolution of each specific Claim involved. All payments of Escrow Property to Stockholders shall be made by check and in accordance with the payment provided by Stockholders on their respective Letter of Transmittal which shall be delivered to the Escrow Agent by Parent from time to time as and when received by Parent. Any Escrow Property remaining in the Escrow Fund for which a Letter of Transmittal shall not have been received by the Escrow Agent by the Termination Date shall be released to Parent.
Distribution to Stockholders. Not later than ninety (90) days following the Closing Date, the Company shall calculate the actual cash basis balance of the accumulated adjustments account (the "AAA Account") as of the Closing Date, and shall distribute to the Stockholder an amount equal to fifty percent (50%) of such actual cash basis balance of the AAA Account. Post-Closing Adjustment to Contingent Purchase Consideration. Schedule 3.3 calculates the Contingent Cash Consideration and Contingent Share Payment based on a methodology agreed upon by the parties, which includes various assumptions made as of the date hereof. The parties acknowledge and agree that, no later than the date any amounts are distributed out of the AAA account pursuant to Section 9.6 above, Stockholder and the Parent agree to replace Schedule 3.3 with a final Schedule 3.3 ("Final Schedule 3.3"), which shall be based on the exact methodology set forth in Schedule 3.3, except that the assumptions contained therein shall be updated to reflect the actual values for such assumptions as of the Closing Date. Parent and Stockholder shall execute a certificate certifying that both parties agree that (i) Schedule 3.3 attached hereto shall be replaced by Final Schedule 3.3 and the Schedule 3.3 attached hereto shall no longer be a part of this Agreement and (ii) Final Schedule 3.3 has been prepared using the same methodology as Schedule 3.3 attached hereto, except for the updating of certain variables through the Closing Date. To the extent such recomputed values demonstrate that the Initial Cash Consideration paid by Parent at Closing is lower than the adjusted Initial Cash Consideration required to be paid by Parent as set forth on Final Schedule 3.3, the difference between such amounts shall be promptly paid to Stockholder. To the extent the recomputed values demonstrate that the Initial Cash Consideration paid by Parent at Closing is higher than the adjusted Initial Cash Consideration required to be paid by Parent as set forth on Final Schedule 3.3, the difference between such amounts shall be promptly paid to the Parent by the Stockholder. Any amounts owed by the Stockholder pursuant to this Section and not paid within 30 days of the date of the certificate referred to above may be considered Tax Claims and be collected from the Escrow.
Distribution to Stockholders. At the Effective Time of the share exchange, each of the 63,215,114 issued and outstanding shares of common stock, par value $0.001 per share, of Acquiree shall be converted into and shall represent the right to receive one share of common stock, par value $0.0001 per share, of Acquiror, and Acquiree shall become a wholly-owned subsidiary of Acquiror.
Distribution to Stockholders. Not later than sixty (60) days following the Effective Time the Company shall distribute to the Stockholders an aggregate amount equal to 50% of the taxable net income of the Company from January 1, 1997 through the Effective Time, net of any dividends and distributions of the Company made during 1997 or 1998 with respect to such net taxable income. Such amount shall be in addition to the Merger Consideration and shall be based upon the calculation of the Company's taxable net income using the Company's historical accounting methods from January 1, 1997 through the Effective Time.
Distribution to Stockholders. The Exchange Agent shall cause the amounts deposited by the Purchaser pursuant to Section 1.5(a) to be distributed to the Stockholders in accordance with Section 1.3 and the Final Distribution Schedule.
Distribution to Stockholders. Concurrently with the Closing Date, the Company shall have distributed to the Stockholders the book balance of all cash on hand in the Company in excess of $25,000.
Distribution to Stockholders. Notwithstanding anything to the contrary contained herein, the Company shall be permitted to make distributions to the Stockholders prior to the Closing in an aggregate amount equal to the lesser of (a) the sum of (i) 45% of the Company's net income before income taxes for the period beginning January 1, 1998 and ending on the day immediately preceding the Closing Date, plus (ii) $750,000 or (b) the product of (i) the average percentage of net income before income taxes distributed to the Company's stockholders for the Company's 1996 and 1997 fiscal years times (ii) the Company's net income before income taxes for the period beginning January 1, 1998 and ending on the day immediately preceding the Closing Date.
Distribution to Stockholders. The Escrow Agent shall make pro rata liquidating distributions to the Stockholders in cash from time to time after the Record Date as determined by the Escrow Agent in his absolute discretion. The Escrow Agent is authorized to perform, and shall perform, such acts and take such steps as may be necessary or convenient to carry out this Plan, including, but not limited to, the execution and delivery, on behalf of the Company and in its name, of any and all documents and instruments as may be required to collect and distribute the property and assets of such Company in accordance with the provisions of this Plan, and all such other and further instruments as may be necessary to vest title to the assets of the Company with the appropriate parties in accordance with this Plan.
Distribution to Stockholders. Each PBI stockholder will be required to designate, at the time he or she votes for or against the proposed merger, the method of exchange of shares of PBI Common Stock to be exchanged for cash and/or TFIN Common Stock. Immediately prior to the Effective
Distribution to Stockholders. Prior to the closing of the Offering, the Company shall declare dividends to the Stockholders in an amount equal to the Company’s estimate of the tax associated with the Company’s 2006 S corporation taxable earnings, including dividends of approximately $8 million in the third quarter of 2006 and approximately $1 million in the fourth quarter of 2006.
