Distributions to Stockholders. During the Forbearance Period, the Borrower and its Subsidiaries shall not make any cash distributions (including Stockholder Distributions) on account of any equity interests or stock.
Distributions to Stockholders. In case the Corporation shall issue to holders of its Common Stock rights, options, warrants or convertible or exchangeable securities (collectively, the "rights") entitling them to subscribe for or purchase Common Stock at a price per share of Common Stock (determined by dividing (A) the total amount receivable by the Corporation in consideration of the issuance of such rights plus the total consideration payable to the Corporation upon exercise, conversion or exchange thereof, by (B) the total number of shares of Common Stock covered by such rights) that is lower than the Current Market Price per share of Common Stock in effect immediately prior to such issuance, then the number of shares of Common Stock issuable upon conversion of all shares of Series D Preferred Stock shall be increased in a manner determined by multiplying the number of shares of Common Stock theretofore issuable upon the conversion of all shares of Series D Preferred Stock by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights plus the number of additional shares of Common Stock offered for subscription or purchase, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights plus the number of shares of Common Stock which the aggregate consideration to be received by the Corporation in connection with such issuance (as defined in the following sentence) would purchase at the then Current Market Price per share of Common Stock. For purposes of this Section 5(h), the "Current Market Price" per share of Common Stock for any date shall mean average of the closing prices of the Common Stock for the 10 trading days prior to such date. For purposes of this Section 5(h)(ii), the "aggregate consideration to be received by the Corporation" in connection with any issuance of such rights shall be deemed to be the consideration received by the Corporation for such rights plus any consideration or premiums stated in such rights to be paid for the shares of Common Stock covered thereby.
Distributions to Stockholders. 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 stockholders without the written consent of Lender;
Distributions to Stockholders. (i) Prior to the Closing, the Company may distribute to its Stockholders cash and cash equivalents (including any insurance policy owned by any Company on the life of the Stockholder) owned by the Company; PROVIDED, HOWEVER, that the aggregate amount of all distributions made by the Company since September 30, 1997 shall not exceed the AAA Account.
(ii) To the extent that the Company will not have cash available to pay current obligations and to make distributions permitted by Section 5.5(i) in an aggregate amount equal to the AAA Account as of the Closing Date, then, upon prior written notice to CSI, the Company (a) may borrow from a bank cash in an amount sufficient to permit the Company to maintain working capital and to make the distributions permitted by Section 5.5(i) and (b) may secure such borrowings with assets of the Company.
(iii) In addition to the distributions permitted by Section 5.5(i), prior to the Closing, the Company may forgive up to $700,000 of indebtedness owing from officers of the Company to the Company.
Distributions to Stockholders. For so long as the Company is taxed as an S corporation under Subchapter S of the Internal Revenue Code of 1986, as amended (the "Code"), subject to any limitations on distributions imposed by statute, the Company and Stockholders agree as follows:
(i) Subject to terms of this Section 2.5, the Company shall use all reasonable efforts to make pro rata distributions of money, based on ownership of shares of Common Stock, to pay the federal and state income taxes on the income (net of any tax benefits produced for the Stockholders by the Company's losses, deductions and credits) that passes through from the Company under the applicable provisions of the Code.
(ii) The total amount to be distributed shall be determined by conclusively presuming that all taxable income passed through to each Stockholder will be taxed at the maximum federal rate (without regard to exemptions or phaseouts of lower tax rates) and the maximum State of New York rate at which income of any individual can be taxed in the calendar year that includes the last day of the Company's taxable year. It shall further be conclusively presumed that the Stockholder can deduct the State of New York tax for federal income tax purposes, and the calculations shall be made using the net effective State of New York rate.
(iii) No provision in this Section 2.5 shall cause the total dividend paid with respect to any outstanding share of Common Stock to differ from the per share amounts paid with respect to any other outstanding share of Common Stock.
(iv) No provision of this Section 2.5 shall be construed to limit the ability of the Company to declare and pay additional dividends to the Stockholders out of the assets of the Company legally available for such payment at such time or times as the Board of Directors may determine.
Distributions to Stockholders. (a) As soon as reasonably practicable after the date hereof, the Company shall mail to the holders of Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as the Buyer and the Company may reasonably agree upon) (the "Letter of Transmittal") and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Price. Upon the proper surrender of a Certificate and delivery of a duly executed and completed Letter of Transmittal, as well as such other documents as may reasonably be required by the Paying Agent and specified in the Letter of Transmittal, the holder of such Certificate shall be entitled to receive in exchange therefor the Per Share Price into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 1.06(c), less any applicable withholding Taxes pursuant to Section 1.11(g) and the Certificate so surrendered shall forthwith be cancelled. The provisions of this Section 1.11 shall not be applicable to Dissenting Shares.
(b) The consideration payable to a holder of Company Common Stock shall be made by wire transfer of immediately available funds to an account designated in writing by such holder in the Letter of Transmittal, unless alternative arrangements are specified by such holder in the Letter of Transmittal, to the extent permitted by the Letter of Transmittal. The Buyer shall instruct the Paying Agent to pay the amount that such holder is entitled pursuant to Section 1.06(c) to (i) each such holder that makes the deliveries to the Paying Agent required by this Agreement and the agreement pursuant to which the Paying Agent is retained prior to the Closing Date its consideration on the Closing Date, or as soon as possible thereafter (but in any event no later than one (1) Business Day after the Closing Date), and (ii) each such holder that makes the deliveries to the Paying Agent required by this Agreement and the agreement pursuant to which the Paying Agent is retained on or after the Closing Date its consideration on the same Business Day as delivery thereof is made, or as soon as possible thereafter (but in any event no later than two (2) Business Days after such delivery). The Buyer shall cause the Paying Agent to comply with the terms o...
Distributions to Stockholders. To the extent permitted by Delaware Law and subject to any restrictions contained in the certificate of incorporation, as amended, the directors may declare and pay dividends upon the shares of its capital stock in the manner and upon the terms and conditions provided by Delaware Law and the certificate of incorporation, as amended.
Distributions to Stockholders. Distributions to stockholders are made at the discretion of the board of directors. (Continued) MICRO ALLIANCE, INC. Notes to Financial Statements
Distributions to Stockholders. Distributions to be made to the Stockholders pursuant to this Agreement shall be made in accordance with each Stockholder’s Percentage Interest as set forth on Exhibit A.
Distributions to Stockholders. In case, while the CSEs are outstanding, the Corporation shall issue to holders of its Common Stock rights, options, warrants or convertible or exchangeable securities (collectively, the "rights") entitling them to subscribe for or purchase Common Stock, then each CSE shall receive the same rights as each share of Common Stock. No distribution of rights shall be made unless the distributions required by the previous sentence have been or contemporaneously are distributed with respect to the CSEs.
