Stock Distribution. Upon execution of this Agreement, Golden Aria shall deliver TWO HUNDRED FIFTY THOUSAND (250,000 shares) of its common stock to Miranda. These shares will be issued under the rules and provisions of Rule 144 and are therefore restricted. As of the date of this agreement, Golden Aria is a private company and no market exists for these shares.
Stock Distribution. Prior to the Effective Time, Target shall have caused all of the outstanding stock in each of NVI Communities, Inc. and Village Ventures, Inc. to be distributed to the Liquidating Trust.
Stock Distribution. Cash Dividend Distribution Fee: to any Holder of ADSs, the fees specified in (i) above for a distribution of ADSs pursuant to stock dividends (or other free distribution of stock) and the fees specified in (iii) above for distributions of cash. Holders, Beneficial Owners, persons depositing Shares and persons surrendering ADSs for cancellation and withdrawal of Deposited Securities shall be responsible for the following charges:
(i) taxes (including applicable interest and penalties) and other governmental charges;
(ii) such registration fees as may from time to time be in effect for the registration of Shares or other Deposited Securities on the share register and applicable to transfers of Shares or other Deposited Securities to or from the name of the Custodian, the Depositary or any nominees upon the making of deposits and withdrawals, respectively;
(iii) such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the Deposit Agreement to be at the expense of the person depositing or withdrawing Shares or Holders and Beneficial Owners of ADSs;
(iv) the reasonable expenses and charges incurred by the Depositary in the conversion of foreign currency;
(v) such fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to Shares, Deposited Securities, ADSs and ADRs; and
(vi) the fees and expenses incurred by the Depositary, the Custodian, or any nominee in connection with the delivery or servicing of Deposited Securities (unless prohibited by the exchange upon which the ADSs are listed).
Stock Distribution. Target agrees that if Target distributes or sells the shares of capital stock of Koz Inc. ("Koz") currently held by Target to certain of Target's stockholders (the "Koz Distribution"), such transaction will: (i) contain indemnification provisions (which such indemnity shall survive for at least three years following the closing of the Koz Distribution) in which each of the purchasers or distributees of the Koz stock agrees in writing to indemnify Target and Target's successors and assigns for any Damages (as defined in Section 8.2) arising out of or related to the Koz Distribution; (ii) close on or before September 30, 1999; (iii) comply with (a) all applicable laws, including without limitation the Delaware General Corporation Law, (b) the certificate or articles of incorporation of Koz, (c) the bylaws of Koz, (d) any Koz shareholder agreement or other agreement that affects the transferability of the shares, (e) Target's certificate of incorporation, (f) Target's bylaws and (g) any Target shareholder agreement or other agreement that affects the transferability of the shares; (iv) contain a minimum aggregate purchase price for the Koz stock of $535,000; and 42 49 (v) not cause, in the reasonable judgment of Acquiror or counsel to Acquiror, the Merger to fail to constitute a "reorganization" within the meaning of Code Section 368.
Stock Distribution. Promptly following the transfer of the Transferred Units and the Corporate Shareholder Interest and in consideration of the same, IPO Co. shall issue and deliver the Reorganization Shares to (i) each of the Unit Holders as set forth under each such Unit Holder’s name on the signature pages hereto and to (ii) each of the Corporate Shareholders as set forth under each such Corporate Shareholder’s name on Schedule A and on the signature pages hereto. The Reorganization Shares shall be transferred and assigned to each of the Unit Holders and Corporate Shareholders free and clear of any liens, claims or encumbrances.
Stock Distribution. Paragraph 11. of the OPSA shall be amended by adding the following language, as a separate paragraph, at the end thereof: "Working Capital Imbalance will be exchanged for Nasdaq Listed YGYI Stock: The parties agree that as of September 2018 there is a working capital imbalance of approximately $948,863.00, which must be verified, and an imbalance on construction of dormitories of approximately $450,000.00 (providing this amount is still reflected on the books and verified against Free Trade Payments) and outstanding payables of $909,236.55, which has already been verified on CLR Books, for a total imbalance favoring the Nicaragua Partners of $2,308,099.55." : "Purchase of Café Cachita Brand: CLR would like to purchase from H&H their espresso brand Café Cachita for an amount of l,000,000 shares of YGYI which Youngevity shall issue to H&H or any party that H&H authorizes that the shares be issued to. H&H, Hxxxxxxxx and Oxxxxx jointly and severally certify that they own the brand Café Cachita and have full right and authority to sell same to CLR. Moreover there are no claims, of any nature, against the owners thereof and should a claim arise, of any nature, far acts or omissions occurring prior to the execution of this First Amendment to OPSA, H&H, Hxxxxxxxx and Oxxxxx jointly and severally shall defend and hold harmless CLR for any said acts or omissions."
Stock Distribution. Upon execution of this Agreement, Apolo shall deliver ONE HUNDRED THOUSAND (100,000) restricted shares of its common stock to Atna. On the first anniversary following the signing of this Agreement, Apolo shall deliver an additional FIFTY THOUSAND (50,000) restricted shares of its common stock to Atna, or FIFTY THOUSAND DOLLARS ($50,000.00) in shares, based on the market price for the twenty (20) trading days proceeding the anniversary date, whichever is greater. The stock shall be subject to such restrictions as may be required by regulatory authorities under rule 144.
Stock Distribution. The Nonrestricted Stock will be released to you upon expiration of six years following the start of the Board Year. You may request an earlier release of the Nonrestricted Stock, but you will then forfeit all unvested shares of the related Restricted Stock. Shares of the Restricted Stock will be released to you when they become vested.
Stock Distribution. Cash Dividend Distribution Fee: no fee for distribution of ADSs pursuant to stock dividends or other free stock distributions; no fee for distribution of cash dividends so long as prohibited by the exchange upon which the ADSs are listed. In addition, Holders, Beneficial Owners, persons depositing Shares and persons surrendering ADSs for cancellation and withdrawal of Deposited Securities will be required to pay the following charges:
(i) taxes (including applicable interest and penalties) and other governmental charges;
(ii) such registration fees as may from time to time be in effect for the registration of Shares or other Deposited Securities on the share register and applicable to transfers of Shares or other Deposited Securities to or from the name of the Custodian, the Depositary or any nominees upon the making of deposits and withdrawals, respectively;
(iii) such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the Deposit Agreement to be at the expense of the person depositing or withdrawing Shares or Holders and Beneficial Owners of ADSs;
(iv) the reasonable expenses and charges incurred by the Depositary in the conversion of foreign currency;
(v) such fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to Shares, Deposited Securities, ADSs and ADRs; and
(vi) the fees and expenses incurred by the Depositary, the Custodian, or any nominee in connection with the delivery or servicing of Deposited Securities. Any other charges and expenses of the Depositary under the Deposit Agreement will be paid by the Company upon agreement between the Depositary and the Company. All fees and charges may, at any time and from time to time, be changed by agreement between the Depositary and Company but, in the case of fees and charges payable by Holders or Beneficial Owners, only in the manner contemplated by paragraph (22) of this ADR. The Depositary will provide, without charge, a copy of its latest fee schedule to anyone upon request. The charges and expenses of the Custodian are for the sole account of the Depositary.
Stock Distribution. Exhibit 4.6 Stock Sale.......................................................... Exhibit 4.6 Surveys............................................................. Exhibit 4.6 Survival Period..................................................... 18
