Manner of Distribution of Initial Payment Sample Clauses

Manner of Distribution of Initial Payment. Schedule “3”, prepared under the assumption that no shares of ARACOR Common Stock shall change ownership prior to the Closing, sets forth (i) each ARACOR Shareholder who shall receive a portion of the Initial Payment at the Closing and subsequent Contingent Payment(s), and for each such ARACOR Shareholder, the number of shares held, the Initial Payment Percentage, the Contingent Payment Percentage, the mailing address, the estimated cash amount to be received at the Closing and the method of delivery of the Initial Payment and Contingent Payments for each respective ARACOR Shareholder, all in accordance with the terms of this Agreement and (ii) each ARACOR Optionholder who shall receive a portion of the Initial Payment at the Closing and portions of subsequent Contingent Payments(s), and for each ARACOR Optionholder, the number of options held, the Initial Payment Percentage, the Contingent Payment Percentage, the actual cash amount to be received at the Closing and the method of delivery of the Initial Payment and Contingent Payments for each respective ARACOR Optionholder, all in accordance with the terms of this Agreement. Schedule 3 sets forth an estimate of amounts to be distributed to each ARACOR Shareholder and ARACOR Optionholder, but shall be amended at the Closing to reflect the actual amount of Other Fees, and the actual cash payment to be received by each ARACOR Shareholder and ARACOR Optionholder at the Closing. If shares of ARACOR Common Stock change ownership prior to the Closing, Schedule 3 shall be amended at the Closing to reflect such change. If payment amounts indicated in Schedule 3 are inconsistent with the amounts calculated pursuant to this Section 3, the amounts indicated in Schedule 3 shall be determinative. The Initial Payment shall be paid as follows:
Sample 1
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Related to Manner of Distribution of Initial Payment

  • Payment of Distributions Subject to the rights of holders of Parity Preferred Units and any holders of Partnership Interests issued after the date of issuance of the Series A Preferred Units in accordance herewith ranking senior to the Series A Preferred Units as to the payment of distributions, holders of Series A Preferred Units shall be entitled to receive, when, as and if declared by the Partnership acting through the General Partner, out of Available Cash and Capital Transaction Proceeds, cumulative preferential cash distributions at the rate per annum of 8.125% of the original Capital Contribution per Series A Preferred Unit. Such distributions shall be cumulative, shall accrue from the original date of issuance and will be payable (A) quarterly in arrears, on or before March 31, June 30, September 30 and December 31 of each year commencing on June 30, 1998 and, (B), in the event of (i) an exchange of Series A Preferred Units into Series A Preferred Stock, or (ii) a redemption of Series A Preferred Units, on the exchange date or redemption date, as applicable (each a "Preferred Unit Distribution Payment Date"). The amount of the distribution payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and for any period shorter than a full quarterly period for which distributions are computed, the amount of the distribution payable will be computed on the basis of the actual number of days elapsed in such a 30-day month. If any date on which distributions are to be made on the Series A Preferred Units is not a Business Day, then payment of the distribution to be made on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Distributions on June 30, 1998 and thereafter on the Series A Preferred Units will be made to the holders of record of the Series A Preferred Units on the relevant record dates to be fixed by the Partnership acting through the General Partner, which record dates shall be not less than ten (10) days and not more than thirty (30) Business Days prior to the relevant Preferred Unit Distribution Payment Date (the "Preferred Unit Partnership Record Date").

  • Facility of Distribution If the Plan Administrator determines in its discretion that a benefit is to be distributed to a minor, to a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Plan Administrator may direct distribution of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any distribution of a benefit shall be a distribution for the account of the Executive and the Beneficiary, as the case may be, and shall completely discharge any liability under this Agreement for such distribution amount.

  • ALLOCATION OF DISTRIBUTION FEE Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:

  • Allocation of Distributions The distributions of the Company shall be allocated entirely to the Member or, if additional member(s) are admitted, the member(s) in proportion to their respective capital accounts.

  • Priority of Distributions On each Distribution Date, the Indenture Trustee shall first reimburse itself for all amounts due under Section 6.7 of the Indenture and then shall make the following deposits and distributions in the amounts and in the order of priority set forth below:

  • Form of Distributions All Plan Shares, together with any Shares representing stock dividends, shall be distributed in the form of Common Stock. One share of Common Stock shall be given for each Plan Share earned and distributable. Payments representing cash dividends shall be made in cash.

  • Priorities of Distribution (a) On each Distribution Date, the Trustee shall withdraw the Available Funds from the Distribution Account and apply such funds to distributions on the Certificates in the following order and priority and, in each case, to the extent of Available Funds remaining:

  • Form of Distribution A Member, regardless of the nature of the Member's Capital Contribution, has no right to demand and receive any distribution from the Company in any form other than money. Except as provided in the Act, no Member may be compelled to accept from the Company a distribution of any asset in kind in lieu of a proportionate distribution of money being made to other Members and no Member may be compelled to accept a distribution of any asset in kind.

  • Waiver of Distributions from Trust Account In connection with the Securities purchased pursuant to this Agreement, the Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any distributions from the Trust Account.

  • Priorities of Distributions Section 5.03

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