Distribution to Stockholders Sample Clauses
Distribution to Stockholders. Upon receipt of any amounts from the Escrow Account by the Representative, the Representative shall promptly (but in no event later than five (5) calendar days thereafter) distribute all such amounts (less any reimbursable expenses owed to the Representative pursuant to Section 1.16 of the Merger Agreement) to the Stockholders, which are set forth on Exhibit A attached hereto with each Stockholder being entitled to receive an amount (with respect to each such Stockholder, such Stockholder’s “Pro Rata Amount”) equal to the aggregate amount to be so distributed multiplied by the Percentage set forth next to such Stockholder’s name on Exhibit A under the column entitled “Percentage;” provided, however, if any amounts distributed to Parent pursuant to the terms hereof were as a result of an indemnity obligation arising under Section 8.2(c) of the Merger Agreement, then (i) any Stockholder whose breach or violation gave rise to such indemnity obligation shall not be entitled to such Stockholder’s Pro Rata Amount, and instead such Stockholder shall only be entitled to the greater of (A) $0 and (B) the difference between such Stockholder’s Pro Rata Amount and the amount distributed to Parent pursuant to the terms hereof as a result of any such indemnity obligation attributable to such Stockholder (such amount so distributed to Parent the “Individual Obligation Amount”) and (ii) each such Individual Obligation Amount shall be distributed to all other Stockholders in accordance with their Percentages, with, for this purpose, such Percentages increased on a pro rata basis as among such other Stockholders in order to allocate the breaching Stockholder’s Percentage among such non-breaching Stockholders; provided further, if at the time of any distribution by the Representative of Escrow Funds to the Stockholders, any Disputed Amount represents an amount that Parent has claimed it is entitled to as a result of an indemnity obligation under Section 8.2(c) of the Merger Agreement (an “Individual Obligation Disputed Amount”), then (i) all such Escrow Funds other than any Individual Obligation Disputed Amounts shall be distributed by the Representative to the Stockholders, with each Stockholder being entitled to receive its Pro Rata Amount, except that the Stockholder or Stockholders whose alleged breach or violation is at issue with respect to any such Individual Obligation Disputed Amount shall only be entitled to receive the difference between such Stockholder’s Pro Rat...
Distribution to Stockholders. Each CBI stockholder will be required to designate, at the time he or she votes for or against the proposed merger, the number of shares of CBI Common Stock to be exchanged for cash and/or TFIN Common Stock. The purchase price shall be paid by TFIN so that the aggregate purchase price paid for shares of CBI Common Stock shall consist of 49% cash and 51% TFIN Common Stock. The Purchase Price and method of payment to CBI stockholders will be determined as follows (An example of the calculations and distribution to CBI stockholders is reflected in Exhibit 2.3A attached hereto.):
a. The total purchase price paid by TAC to the stockholders of CBI for their shares ("Purchase Price") shall be the adjusted book value of CBI as of the close of business two days before the Effective Time. Such adjusted book value shall be determined in accordance with generally accepted accounting principles consistently applied, except the stock investment in BANK which shall be reflected as $7,200,000, excluding any unrealized gain or loss on securities, plus BANK's 1999 net after tax income as of the close of business two days before the Effective Time less all dividends paid by BANK to CBI from January 1, 1999 through the Effective Time.
b. The value of each share of CBI common stock shall be calculated by dividing the Purchase Price by 16,953, which number is the number of issued and outstanding shares of CBI ("Per Share Consideration").
c. TAC shall withhold $500,000 from the cash portion of the Purchase Price and deposit said amount into an escrow account pursuant to Article III and the Post Closing Escrow Agreement attached hereto as Exhibit 3.
d. The total TFIN share consideration will be determined by dividing 51% of the Purchase Price by $11.00 rounded to four decimal places. The Board of Directors of CBI shall provide to TFIN and TAC a chart or listing, marked Exhibit 2.3B, to be attached hereto, which will show for each CBI stockholder, the number of shares of CBI Common Stock to be exchanged for TFIN Common Stock and/or shares to be exchanged for cash. Exhibit 2.3B shall be provided to TFIN and TAC prior to the Effective Time. TFIN and TAC shall deliver cash and shares of TFIN Common Stock to the Exchange Agent in accordance with Exhibit 2.3B at the Effective Time for the payment of the Purchase Price to the stockholders of CBI. Any issued share of CBI Common Stock held in its treasury at the Effective Time shall be canceled.
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. 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. 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. 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. 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. 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.
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. 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