Asset Distribution Sample Clauses

Asset Distribution. Section 3. Final Contributions
Sample 1Sample 2
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Asset Distribution. (A) In case the Corporation shall, by dividend or otherwise, distribute, for no consideration, to all holders of its Common Stock a substantial portion of the Corporation’s assets (excluding any dividend or distribution referred to in paragraph 4(h)(13)(a)(i) or paragraph 4(h)(13)(a)(ii) hereof, any rights or warrants referred to in paragraph 4(h)(13)(a)(iii) hereof, and any dividend or distribution paid exclusively in cash and any dividend, shares of Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in paragraph 4(h)(13)(a)(iv)(B) below), the Conversion Rate shall be adjusted based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the Record Date fixed for the determination of stockholders entitled to receive such distribution; CR' = the new Conversion Rate in effect immediately after the Close of Business on the Record Date fixed for the determination of stockholders entitled to receive such distribution; SP0 = the average of the Closing Prices of the Common Stock over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the then fair market value (as determined in good faith by the Corporation’s Board of Directors) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock. Any adjustment made pursuant to this paragraph 4(h)(13)(a)(iv)(A) shall become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such distribution. In any case in which this paragraph 4(h)(13)(a)(iv)(A) is applicable, paragraph 4(h)(13)(a)(iv)(B) shall not be applicable.
Sample 1
Asset Distribution. All assets of the PACT utilized in each program shall be distributed among those Members which participated in that program in accordance with a distribution plan developed by the Board. The Board shall determine such distribution within six months after final distribution of all claims pending at the termination of this Agreement and the PACT.
Sample 1
Asset Distribution. Prior to the date hereof, the Company completed the Asset Distribution, and no longer holds any title or interest of any kind in the Distributed Assets. The Asset Distribution has been duly and validly authorized by all requisite limited liability company action of, and no other limited liability company proceedings on the part of, the Company or the Sole Member are necessary to authorize the Asset Distribution.
Sample 1
Asset Distribution. The Shareholders may initiate the break-up of JV Co 1 (the “Dissolution Exit”) and shall take turns to select Project Companies to be transferred to itself or its Affiliates until each of the Shareholders (or their respective Affiliates, as applicable) receives its share in the fair market value of JV Co 1 (assuming the principal of the entrustment loans extended to the Shareholders pursuant to the Restructuring Agreement and the interest accrued thereon have been repaid in full) based on its Shareholding Percentage in JV Co 1; provided, however, that (i) the Investor shall have the right to the first selection, and Vianet shall have the right to the second selection; and (ii) the Investor shall be entitled to a priority to be distributed all available cash of JV Co 1. If, after completion of the foregoing selection, there is any shortfall between the fair market value of the Project Companies selected by any Shareholder and the amount that should be distributed to such Shareholder pursuant to this Section 13.4(d) (Asset Distribution), such shortfall shall be made up for in cash by the other Shareholder that receives any excess distribution. The Shareholders shall use their respective Best Efforts to cause the transfer or disposal of each Project Company to be completed within 180 days after the date of service of the Dissolution Notice.
Sample 1
Asset Distribution. The Shareholders shall take turns to select project companies of JV Co 4 to be transferred to itself or its Affiliates until each of the Shareholders (or their respective Affiliates, as applicable) receives its share in the fair market value of JV Co 4 based on its Shareholding Percentage in JV Co 4; provided, however, that (i) the Investor shall have the right to the first selection, and Vianet shall have the right to the second selection; and (ii) the Investor shall be entitled to a priority to be distributed all available cash of JV Co 4. If, after completion of the foregoing selection, there is any shortfall between the fair market value of the Project Companies selected by any Shareholder and the amount that should be distributed to such Shareholder pursuant to this Section 3.13(c) (Asset Distribution), such shortfall shall be made up for in cash by the other Shareholder that receives any excess distribution. The Shareholders shall use their respective Best Efforts to cause the transfer or disposal of each project company of JV Co 4 to be completed within 180 days after the date of service of the Dissolution Notice.
Sample 1
Asset Distribution. If and whenever at any time during the Adjustment Period, there is a distribution, spin-off or other conveyance of property or other assets of the Company in connection with a Merger Event (an “Asset Distribution”) pursuant to which all or substantially all of the holders of its outstanding Common Shares receives consideration, then, in each such case, the Exercise Price shall be adjusted contemporaneously with the consummation of such Asset Distribution (such date, the “Asset Distribution Adjustment Date”) so that it shall equal the price determined by multiplying the Exercise Price in effect on the Asset Distribution Adjustment Date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on the Asset Distribution Adjustment Date multiplied by the Current Market Price on the Asset Distribution Adjustment Date, less the fair market value (as determined by the Corporation) of any consideration received therefor by the holders of Common Shares, and of which the denominator shall be the total number of Common Shares outstanding on the Asset Distribution Adjustment Date multiplied by the Current Market Price; and Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation.
Sample 1
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Asset Distribution. The Cooperative may be dissolved upon a decision of the Board and a two-thirds (2/3) vote of the owners who participate in the vote. Upon dissolution of the Cooperative, its assets shall be distributed in compliance with applicable law and the following manner and order: (i) by paying or making provision for payment of all liabilities and expenses of liquidation; (ii) by redeeming any equity accounts in the order of preference stated in the Articles of Incorporation, which, if they cannot be paid in full, shall be paid in the order of the oldest outstanding amounts or on a pro-rata basis or on any other equitable basis as determined by the Board; (iii) by distributing any remaining assets in a way that furthers the Cooperative’s mission, as determined by the Board.
Sample 1

Related to Asset Distribution

  • Interest Distributions On each Distribution Date, the Trustee shall withdraw from the Distribution Account the Interest Remittance Amount and apply it in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report, upon which the Trustee may conclusively rely), and the calculations required to be made by the Trustee, to the extent available:

  • Cash Flow Distributions The Cash Flow of the Company, if any, shall be distributed to the Member subject to any limitations on the Company’s ability to make distributions imposed by the Company’s lenders or by applicable law.

  • Final Distributions Section 8.01. Sale of Receivables or Certificateholders' Interest pursuant to Section 2.06 or 10.01 of the Agreement and Section 7.01 or 7.02 of this Supplement.

  • REMIC Distributions On each Distribution Date the Trustee shall be deemed to have allocated distributions to the REMIC I Regular Interests, REMIC II Regular Interests, Class CE Interest, Class P Interest and Class IO Interest in accordance with Section 5.07 hereof.

  • Interim Distributions At such times as may be determined by it in its sole discretion, the Trustee shall distribute, or cause to be distributed, to the Beneficiaries, in proportion to the number of Trust Units held by each Beneficiary relating to the Trust, such cash or other property comprising a portion of the Trust Assets as the Trustee may in its sole discretion determine may be distributed without detriment to the conservation and protection of the Trust Assets in the Trust.

  • Distributions of Available Cash from Capital Surplus Available Cash that is deemed to be Capital Surplus pursuant to the provisions of Section 6.3(a) shall be distributed, unless the provisions of Section 6.3 require otherwise, to the General Partner and the Unitholders, Pro Rata, until a hypothetical holder of a Common Unit acquired on the Closing Date has received with respect to such Common Unit distributions of Available Cash that are deemed to be Capital Surplus in an aggregate amount equal to the Initial Unit Price. Available Cash that is deemed to be Capital Surplus shall then be distributed (A) to the General Partner in accordance with its Percentage Interest and (B) to all Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage. Thereafter, all Available Cash shall be distributed as if it were Operating Surplus and shall be distributed in accordance with Section 6.4.

  • Pro Rata Distributions During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

  • Quarterly Distributions On the Distribution Payment Date that follows each Distribution Date, the Trustee shall distribute to each Person who was a Registered Owner of the Up-MACRO Tradeable Shares as of the Record Date that preceded such Distribution Payment Date an amount equal to the portion of the Quarterly Distribution received by the Up-MACRO Tradeable Trust on the Up-MACRO Holding Shares it holds on deposit, in cash, for delivery thereof by the Depository to each Person who was a Beneficial Owner of Up-MACRO Tradeable Shares on such Record Date.

  • Basic Distributions Except as otherwise provided in Sections 3.02 and 3.03 hereof, each periodic payment of principal or interest on the Equipment Notes received by the Mortgagee shall be promptly distributed in the following order of priority:

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