Payments to Shareholders. Effective immediately, all dividends, distributions and other payments to shareholders, present or future, whether by way of stock redemption or deferred compensation, principal or interest, shall cease in their entirety with the exception of the Ordinary Course Payments to Xxxxxxxx.
Payments to Shareholders. The Purchaser covenants and agrees to the Cash Earn-Out to the extent it may be earned under the provisions of Section 1.3 by distributing and paying the same in accordance with Section 1.5.
Payments to Shareholders. Part 2.15(a) and Part 2.26 of the Disclosure Schedule together contain a complete and accurate description of all payments or distributions of any character made by any of the Companies to any of the Shareholders (or any other shareholder of any of the Companies) since December 31, 1997.
Payments to Shareholders. The Issuer shall not directly or indirectly lend, repay or otherwise advance or distribute any amounts to Intermediate Hold Co, other than amounts required for the payment of any Parent Expenses of any Parent or the making of any payment payable under the MIP.
Payments to Shareholders. The Borrower shall not declare or make any payment to any shareholder other than the Lender and other than management fees to Striker Industries, Inc. without the prior written consent of the Lender.
Payments to Shareholders. Any payments of any Consideration to be made to the Shareholders pursuant to this Article 1 or the Escrow Agreement will be made in the following order of priority: Agreement and Plan of Merger
(a) First, pro rata to the holders of Series C Preferred Stock, until the aggregate amount paid in accordance with this Article 1 for each share of Series C Preferred Stock is equal to $0.1728 in order to satisfy the liquidation preference of the Series C Preferred Stock prior to the distribution of any Consideration to the other holders of Company Stock; and
(b) Second, pro rata to the holders of Series A-1 Preferred Stock and Series B-1 Preferred Stock in order to satisfy the liquidation preference of the Series A-1 Preferred Stock and Series B-1 Preferred Stock.
(c) Third, pro rata to the holders of Company Common Stock. Based on the value of the Consideration, pursuant to the Company’s articles of incorporation, the holders of Company Common Stock will not be entitled to any payments pursuant to the Merger.
(d) All payments will be made to the Shareholders in the amounts and to the accounts set forth on a Consideration Allocation Certificate delivered by the Shareholders’ Representative to Parent in connection with each payment owed to the Shareholders under this Agreement or the Escrow Agreement. The distributions set forth in the Consideration Allocation Certificate shall be calculated to reflect the amounts that Shareholders are entitled to pursuant to this Agreement and the Company’s articles of incorporation, provided, further, that for purposes of the distributions of Parent Common Stock set forth in the Consideration Allocation Certificate the shares of Parent Common Stock shall be valued based upon the Final Weighted Average. Any tax withholding obligations to any Shareholder shall be shown on the Consideration Allocation Certificate.
(e) The Company, and on its behalf Parent and the Surviving Corporation, will be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Stock such amounts as may be required to be deducted or withheld therefrom under any provision of federal, state, local or foreign Tax law or under any other Applicable Law. To the extent such amounts are properly deducted or withheld, such amounts will be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.
Payments to Shareholders. Declare or pay any cash payments with respect to stock to Borrowers' shareholders by way of dividends, repurchases, or retirement of stock, or otherwise.
Payments to Shareholders. All payments contemplated hereunder to be paid to the Shareholders, or any of them, shall be paid by wire transfer of immediately available funds to the account(s) designated by the Shareholder Representative.
Payments to Shareholders. The Company may not without the express prior consent of the Majority Holders:
8.15.1 pay any principal or interest in respect of amounts due (whether in respect of an inter-company loan or otherwise) to or to the order of the shareholders of the Company (or any of its Affiliates);
8.15.2 declare, make or pay, or pay interest on any unpaid amount of, any dividend, charge, fee or other distribution (whether in cash or in kind) on or in respect of its shares or share capital (or any class of its share capital);
8.15.3 repay or distribute any share premium account; or
8.15.4 pay any management, advisory or other fee to or to the order of the shareholders of the Company (or any of its Affiliates), if a Default is continuing or would result from that payment, declaration or repayment.
Payments to Shareholders. 98 11.12 Change of Corporate Name . . . . . . . . . . . . . . . . . . 99 11.13 Change in Terms of Capital Stock . . . . . . . . . . . . . .
