Distribution Transaction. (a) In the event Liberty desires to effect a Distribution Transaction in which it will Transfer all of the Company Common Shares Beneficially Owned by it (other than any Restricted Equity Securities) to a Qualified Distribution Transferee (which Transfer, for the avoidance of doubt, will be deemed to occur on the date such Qualified Distribution Transferee ceases to be a Subsidiary of Liberty), the Company, Xx. Xxxxxx, Liberty and the Qualified Distribution Transferee and, if applicable under the proviso to this Section 5.01(a), the Liberty Spinco, will enter into an amendment to this Agreement on or prior to the date of consummation of such Distribution Transaction to: (i) effective immediately prior to such Distribution Transaction (but subject to the consummation of the Distribution Transaction) assign all rights and obligations of Liberty under this Agreement (including its rights pursuant to Articles II and III and Section 7.08 hereof) to the Qualified Distribution Transferee, (ii) have such Qualified Distribution Transferee agree to accept, as of immediately prior to the effective time of such Distribution Transaction (but subject to the consummation of the Distribution Transaction), such assignment of rights and agree to assume and perform all liabilities and obligations of Liberty hereunder to be performed following the effective time of such Distribution Transaction, (iii) effective immediately prior to such Distribution Transaction (but subject to the consummation of the Distribution Transaction) substitute such Qualified Distribution Transferee for Liberty (and the stockholder group of the Qualified Distribution Transferee for the Liberty Stockholder Group) for all purposes under this Agreement and (iv) provide for (w) a representation from Liberty that such amendment is being entered into in connection with a Distribution Transaction involving the Qualified Distribution Transferee pursuant to Section 5.01 of this Agreement, (x) Liberty’s acknowledgement that it shall not be entitled to any benefits under this Agreement following such Distribution Transaction, (y) each of the Company’s and Xx. Xxxxxx’x acknowledgement that Liberty shall not be subject to any liability under this Agreement to it or him, as applicable, following such Distribution Transaction (except for any liability arising from any breach of this Agreement by Liberty or relating to any actions or events occurring, in each case, on or prior to the date of the Distribution Transac...
Distribution Transaction. In the event the Qurate Stockholder desires to effect a Distribution Transaction after the Closing Date in which it will transfer Voting Stock to a Qualified Distribution Transferee, the Company, the Stockholders and the Qualified Distribution Transferee shall enter into an amendment to this Agreement on or prior to the date of consummation of such Distribution Transaction reasonably satisfactory to each such party pursuant to which the Qualified Distribution Transferee shall assume all rights and obligations of the Qurate Stockholder hereunder, and thereafter, references herein to the Qurate Stockholder shall be deemed references to the Qualified Distribution Transferee. All reasonable, documented out-of-pocket expenses incurred by the Company in connection with the foregoing shall be borne by the Qurate Stockholder and its Affiliate effecting such Distribution Transaction. Notwithstanding anything in this Agreement to the contrary, upon the transfer of all of the Qurate Stockholder’s Voting Stock to one or more Qualified Distribution Transferees, the Qurate Stockholder shall cease to have any obligations under this Agreement.
Distribution Transaction. (a) The Shareholder Group may, at any time following the Closing, effect a Distribution Transaction; provided that the Shareholder Group shall give the Company at least sixty (60) calendar days’ notice prior to such Distribution Transaction (or if such notice period is not reasonably possible under the circumstances, such prior written notice as is reasonably possible).
(b) Prior to or concurrently with the closing of a Shareholder Parent Change of Control, the Company shall have the right, upon written notice to the Shareholder Group, to cause the Shareholder Group to effect a Distribution Transaction that results in the Transfer of all of the Company Shares Beneficially Owned by the Shareholder Group to holders of Theta’s issued and outstanding Capital Stock as of immediately prior to such Shareholder Parent Change of Control, excluding, to the extent permitted by applicable law, any Person who has consummated or is seeking to consummate such Shareholder Parent Change of Control, and the Shareholder Group shall notify the Company of any potential Shareholder Parent Change of Control at least sixty (60) calendar days prior to the date of the expected occurrence of the Shareholder Parent Change of Control (or if such notice period is not reasonably possible under the circumstances, such prior written notice as is reasonably possible).
(c) With respect to any Distribution Transaction made in accordance with this Section 5.1, the Shareholder Group shall have the right, in good faith and in its sole discretion, to (a) determine the manner in which such Distribution Transaction is effected (including by redemption, dividend, share distribution, split-off, spin-off, rights offering, exchange offer, exercise of subscription rights, merger or otherwise), (b) determine the date and time on which such Distribution Transaction is to be consummated, provided, that the Shareholder Group shall reasonably consider the applicable legal and regulatory requirements in determining such date and time, and (c) condition the consummation of the Distribution Transaction upon (i) the consummation of the applicable Shareholder Parent Change of Control and (ii) compliance with applicable securities Laws. The Company shall use reasonable best efforts to take all actions as promptly as practicable to ensure that the Shareholder Group’s selected method of effecting the Distribution Transaction complies with applicable securities Laws, including, if required or requested pursuant to t...
Distribution Transaction. The Company effects a Distribution Transaction, in which case the Conversion Price in effect immediately prior to the effective date of the Distribution Transaction shall be adjusted based on the following formula: CP1 = CP0 x [MP0 / (FMV + MP0)] where, CP0 = the Conversion Price in effect immediately prior to the close of business on the effective date of the Distribution Transaction; CP1 = the new Conversion Price in effect immediately after the close of business on the effective date of the Distribution Transaction; FMV = the volume-weighted average price for a share of the capital stock or other interest distributed to holders of Common Stock on the principal United States securities exchange or automated quotation system on which such capital stock or other interest trades, as reported by Bloomberg (or, if Bloomberg ceases to publish such price, any successor service chosen by the Company) in respect of the period from the open of trading on the relevant Trading Day until the close of trading on such Trading Day (or if such volume-weighted average price is unavailable, the market price of one (1) share of such capital stock or other interest on such Trading Day determined, using a volume-weighted average method, as mutually agreed between the Company and the Holders of a majority of the Series A Preferred Stock or, in the absence of such agreement, as determined by an Independent Financial Advisor retained for such purpose by the Company), for each of the ten (10) consecutive full Trading Days commencing with, and including, the effective date of the Distribution Transaction; and MP0 = the VWAP per share of Common Stock for the ten (10) consecutive full Trading Days commencing on, and including, the effective date of the Distribution Transaction. Such adjustment shall become effective immediately following the close of business on the effective date of the Distribution Transaction. If an adjustment to the Conversion Price is required under this Section 11(a)(iii), delivery of any additional shares of Common Stock that may be deliverable upon conversion as a result of an adjustment required under this Section 11(a)(iii) shall be delayed only to the extent necessary in order to complete the calculations provided for in this Section 11(a)(iii).
Distribution Transaction. The Distribution Transactions shall have been consummated on or prior to the Closing Date in accordance with the Distribution Agreement in the form attached hereto as Exhibit 1.6 (the “Clearview Distribution Agreement”).
Distribution Transaction. In connection with any Distribution Transaction (as defined in the Rights Agreement), Henkel shall use its best efforts to cause the shares of Common Stock subject to such Distribution Transaction to be distributed as widely as practicable.
Distribution Transaction. Subject to the terms and conditions set forth in this Agreement and in the Operating Agreement, upon execution of this Agreement, ADNM agrees to convert all of its UBL Series B Preferred Units, and all accrued and unpaid Preferred Return thereon, into UBL Common Units, and to distribute such UBL Common Units, along with the 7,350,000 UBL Common Units that it already owns, to AD and AD Holdings, as follows: ADNM will distribute 9,281,452 of such UBL Common Units to AD, and will distribute 93,752 of such UBL Common Units to AD Holdings, so that after giving effect to such distributions, AD and AD Holdings will hold a 99% and 1% interest in ADNM, respectively.
Distribution Transaction. Section 1(l) equivalent common shares. . . . . . . . . . . Section 11(b) Exchange Act. . . . . . . . . . . . . . . . . Section 1(d) Exchange Ratio. . . . . . . . . . . . . . . . Section 24(a) Final Expiration Date . . . . . . . . . . . . Section 7(a)
Distribution Transaction. Upon the terms and subject to the conditions set forth in Exhibit C and the Reorganization Agreement, Seller shall consummate the Distribution Transaction immediately following consummation of the Contribution Transaction. In the Distribution Transaction, holders of common units in SUSA will receive one unit of New SUSA in exchange for each common unit in SUSA held by them.
