Contribution and Distribution Transactions Sample Clauses

Contribution and Distribution Transactions. Section 2.1 Distribution of the LTIP Units 3 Section 2.2 Contribution of Interest in PVR GP LLC by PVR GP Corp 3 Section 2.3 Contribution of Interests in the MLP by PVR LP Corp and Kanawha 4 Section 2.4 Public Cash Contribution 4 Section 2.5 Payment of Transaction Expenses by PVG 4 Section 2.6 Issuance of New Certificates 4 Section 2.7 Certificate Legend 4 ARTICLE III ADDITIONAL TRANSACTIONS Section 3.1 Over-Allotment Option 5 Section 3.2 Purchase of Additional Interests in the MLP by PVG 5
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Contribution and Distribution Transactions. Section 2.1 Contribution of Interest in PVG GP, LLC by PVR GP Corp 2 Section 2.2 Admission of PVG as a Member of PVG GP 2 Section 2.3 Section 2.3 Cessation of PVG GP Corp as a Member of PVG GP 2 Section 2.4 Section 2.4 Continuation of PVG GP 2
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Contribution and Distribution Transactions. Section 2.1 Distribution of the LTIP Units 3 Section 2.2 Contribution of Interest in PVR GP LLC by PVR GP Corp. 3
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Contribution and Distribution Transactions. Section 2.1 Distribution of Interests in MLP GP...........................3 Section 2.2 Contribution of Interests in MLP GP by MLP GP Owners to Atlas Holdings..............................................3 Section 2.3 Public Cash Contribution......................................3 Section 2.4 Payment of Transaction Expenses by Atlas Holdings.............3 Section 2.5 Issuance of New Certificates..................................3 Section 2.6
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Contribution and Distribution Transactions. Section 2.1 Contribution by Atlas America to Energy Operating.
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Contribution and Distribution Transactions. Section 2.1 Contribution by the Existing Owners of Interests in GP LLC to PAGP GP and PAGP. Each of the Existing Owners hereby grants, contributes, bargains, assigns, transfers, sets over and delivers to PAGP GP, its successors and assigns, for its and their own use forever, the membership interests in GP LLC of such Existing Owner set forth for such Party in the column “Pre-Closing Percentage Ownership of GP LLC” on Exhibit A in exchange for the receipt of the membership interests in PAGP GP set forth for such Party in the column titled “GP Units Received” on Exhibit A. In connection with such contribution, PAA Management hereby agrees to the cancellation of its initial formation interest in PAGP GP. Immediately following such contribution, PAGP GP hereby contributes all of such membership interests in GP LLC to PAGP in exchange for the continuation of its non-economic general partner interest in PAGP.
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Contribution and Distribution Transactions 
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Related to Contribution and Distribution Transactions

  • Deemed Contribution and Distribution Notwithstanding any other provision of this Article 13, in the event that the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s Property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and immediately thereafter, distributed Partnership Units to the Partners in the new partnership in accordance with their respective Capital Accounts in liquidation of the Partnership, and the new partnership is deemed to continue the business of the Partnership. Nothing in this Section 13.3 shall be deemed to have constituted a Transfer to an Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 or Section 13.3 hereof.

  • Liquidation and Distribution of Assets Upon the dissolution of the Company, the Member, or court-appointed trustee, if there is no remaining Member, shall take full account of the Company’s liabilities and assets, and such assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. During the period of liquidation, the business and affairs of the Company shall continue to be governed by the provisions of this Agreement, with the management of the Company continuing as provided in Section 5 hereof. The proceeds from liquidation of the Company’s property, to the extent sufficient therefore, shall be applied and distributed in the following order:

  • Deemed Distribution and Recontribution Notwithstanding any other provision of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, the Partnership shall be deemed to have distributed the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership property in kind to the Partnership, which shall be deemed to have assumed and taken such property subject to all such liabilities.

  • LIQUIDATION AND DISTRIBUTION On or as soon after the Closing Date as is conveniently practicable: (a) the Acquired Fund will distribute in complete liquidation of the Acquired Fund, pro rata to its shareholders of record, determined as of the close of business on the Closing Date (the "Acquired Fund Shareholders"), all of the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Acquired Fund (the "Acquired Fund Shares") will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. After the Closing Date, the Acquired Fund shall not conduct any business except in connection with its termination.

  • Allocations and Distributions The LLC's profits and losses shall be allocated to the Member. At the time determined by a majority of the Managers, the Managers may cause the LLC to distribute to the Member any cash held by it which is neither reasonably necessary for the operation of the LLC nor the performance of its contractual obligations, nor which is in violation of Sections 18-607 or 18-804 of the Act or any contractual agreement binding on the LLC.

  • In-Kind Distribution Except as otherwise expressly provided herein, without the prior approval of the Manager, Assets of the Company, other than cash, shall not be distributed in-kind to the Members. If any Assets of the Company are distributed to the Members in-kind for purposes of this Agreement, such Assets shall be valued on the basis of the Gross Asset Value thereof (without taking into account section 7701(g) of the Code) on the date of Distribution; and any Member entitled to any Interest in such Assets shall receive such Interest as a tenant-in-common with the other Member(s) so entitled with an undivided Interest in such Assets in the amount and to the extent provided for in Articles 4 and 2.2 of the Agreement. Upon such Distribution, the Capital Accounts of the Members shall be adjusted to reflect the amount of gain or loss that would have been allocated to the Members pursuant to the appropriate provision of this Agreement had the Company sold the Assets being distributed for their Gross Asset Value (taking into account section 7701(g) of the Code) immediately prior to their Distribution.

  • Voting and Distributions (i) So long as no Event of Default shall have occurred and be continuing:

  • In-Kind Distributions Subject to Section 00-00-000 of the Act, the Company may make in-kind distributions of the Company assets, provided the Members unanimously agree and such agreement is in writing. The fair market value of the property must be determined and agreed upon by the Members before the distribution is made. The receiving Member’s capital account shall be adjusted to reflect the value of the in-kind distribution.

  • Sales and Distribution It is understood that as between the Parties, the Commercializing Party shall be solely responsible for handling all returns, order processing, invoicing and collection, distribution, and receivables for Licensed Products in the applicable territory and indication.

  • Winding Up, Liquidation and Distribution of Assets (a) Upon dissolution, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager, or if none, the Persons or Persons selected by Majority Vote of the Members (the “Liquidator”) shall immediately proceed to wind up the affairs of the Company.

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