Partial Liquidation. In case the Liquidation Event results (i) from an exclusive license of less than 100% (one hundred percent) of the assets of the Company, (ii) from a sale of less than 100% (one hundred percent) of the assets of the Company, or (iii) from a sale of less than 100% (one hundred percent) of the shares of the Company, all Parties participating in such sale shall participate and/or dispose of their Shares on a pro rata basis and the sales proceeds shall be distributed amongst such Parties participating in such sale pursuant to the calculation of the Liquidation Preference pursuant to section 4.4.2 whereby the implied value of 100% (one hundred percent) of the assets and/or the Shares of the Company shall be used for such calculation. In each such case, the remaining assets and/or shares not covered by such partial liquidation shall be deemed the new 100% basis for determining whether and to what extent a subsequent Liquidation Event occurs pursuant to this section 4.4.
Partial Liquidation. (a) The Buyer shall (i) during a period of five (5) years following the Closing Date refrain from any actions, and procure that the Company refrains from any actions, that could lead to an indirect partial liquidation (indirekte Teilliquidation) as defined in article 20a of the Swiss Federal Act on Direct Federal Taxation (Bundesgesetz über die direkte Bundessteuer) and the corresponding cantonal Tax provisions and thus to a reclassification of the relevant Sellers' private capital gain to taxable income from investment and (ii), irrespective of any fault or knowledge and without being subject to any limitations under this Agreement or under the CO, indemnify and hold harmless the Sellers (except the Sellers 1, 8, 9, 10, 11, 13 and 14) from and against all Taxes, damages and any reasonable professional or other out-of-pocket fees, expenses or other costs incurred in or in connection with or in connection with the reclassification of the Sellers' income as described in this Section 8.1.
Partial Liquidation. If any Limited Partner receives subsequent to the Anniversary Date distributions which, when compared to the distributions received by the other Partners, is not proportionate to the relative Post-Conversion Sharing Ratios of the Partners, the Post-Conversion Sharing Ratios shall be adjusted with respect to items of income and loss accruing subsequent to the date of such distribution as necessary to equitably reflect the effect of such disproportionate distribution.
Partial Liquidation. Subject to the last sentence of this subparagraph (4), in case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, shares of any class or series of capital stock, cash or assets (including securities, but excluding any rights or warrants referred to in subparagraph (1), any dividend or distribution paid exclusively in cash and any dividend or distribution referred to in subparagraph (1) of this paragraph E., the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion
Partial Liquidation. Supplemental to this Agreement, the Company agrees to dividend out, on a basis acceptable to it without any approval on GRG's part, any or all of the GRG shares it receives to its Shareholders as a non-taxable partial liquidation. Upon such dividend, the Company agrees to non longer aggregate international long distance traffic for three (3) years.
Partial Liquidation. The provisions applying to the conditions and procedure of a partial liquidation are set out in separate regulations.
Partial Liquidation. Permit all or any portion of a Fund associated with the distribution or elders program to be liquidated and distributed to the Distribution Beneficiaries or permit all or any portion of the Fund associated with the scholarships program to be distributed to one or more foundations, tribes, nonprofit corporations and other organizations that, in the judgment of the Board of Trustees, will promote the purposes of the scholarships program.
Partial Liquidation. The provisions applying to the conditions and procedure of a partial liquidation are set out in separate regulations. Art. 62 Financial recovery measures 1 In the event of underfunding, the Board of Trustees shall consult with the recognised occupational benefits expert to determine appropriate measures to remedy the underfunding. If necessary, the interest rate on retirement assets must be reduced, the contributions increased or the benefits, including current pensions in excess of BVG benefits, adjusted to the available funds after prior consultation with the supervisory authority. These measures may be combined. As long as the underfunding persists and the interest rate on the retirement accounts (Art. 24 para. 2 lit. f) is below the BVG minimum interest rate, the minimum amount pursuant to Art. 17 FZG shall also be calculated at the interest rate applicable to the retirement accounts.
Partial Liquidation. Subject to the size of the client’s portfolio, the client shall give 7 days’ notice in writing to the effect a partial withdrawal not exceeding 10% of the market value of the securities, funds and other property comprising the client’s account(s) and 21 days prior written notice in the case of partial withdrawals exceeding 10% of the market value of the client’s assets but not amounting to a total liquidation of investment; provided however that the client acknowledges that in the case of investment held in emerging market and, in particular, in Nigeria, delay in redemption are likely given the relative illiquidity of these markets.
