Distribution and Contribution; Holdco Transactions Sample Clauses

Distribution and Contribution; Holdco Transactions. Section 2.01. Contributions and Redemptions of Preferred Interests; Distribution of DWA LLC Interests; Execution of LLC Agreement...................................................................
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Distribution and Contribution; Holdco Transactions. Section 2.01. Contributions and Redemptions of Preferred Interests; Distribution of DWA LLC Interests; Execution of Amended LLC Agreement. (a) On the Separation Date, after consummation of the transactions contemplated in Section 2.01 of the Separation Agreement, (x) Thomson shall contribute 33-1/3% of the Class T/T Interests to the Company in exchange for the number of shares of Common Stock set forth on Schedule 2.02 and (y) Universal shall contribute 50% of the Class U Interests to the Company in exchange for the number of shares of Common Stock set forth on Schedule 2.02 (the "Preferred Contributions"). For the avoidance of doubt, the number of shares of Common Stock received in exchange for the Preferred Contributions shall be equal to (i) in the case of Universal, $75 million divided by the IPO Price and (b) in the case of Thomson, $50 million divided by the IPO Price. Immediately after consummation of the Preferred Contributions, DW shall redeem such Class T/T Interests and such Class U Interests from the Company in exchange for (i) all of DW's 100% interest in the capital stock of DreamWorks Inc. and (ii) the number of DWA LLC Interests set forth in Schedule 2.01(a) (the "Preferred Redemptions"). DW acknowledges that it will treat the Preferred Redemptions as a liquidating distribution with respect to the Class T/T Interests and Class U Interests so redeemed and shall report the Preferred Redemptions as such under Section 732(b) of the Internal Revenue Code. (b) On the Separation Date, immediately after consummation of the DW Distribution, each Member (other than Universal and Thomson) shall execute and deliver a pledge agreement in favor of the lenders under the Revolving Credit Facility, which pledge agreements shall provide for the pledge of Common Stock having an aggregate value of $300 million (valued at the IPO Price), allocated among such Members in an amount equal to their participation percentages in DW (as of the date hereof) as set forth on Schedule 2.01(b) multiplied by $300 million (which amount shall be subject to adjustment in the case of Contributing Members based upon the Final Allocation of such pledged shares of Common Stock).
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Distribution and Contribution; Holdco Transactions. Contributions and Redemptions of Preferred Interests; Distribution of DWA LLC Interests; Execution of Amended LLC Agreement 7 Section 2.02. Contribution of the DWA LLC Interests to the Company; Issuance of Common Stock by the Company 7 Section 2.03. Residual DW Distribution 7 Section 2.04. Formation of Holdco; Contribution of Common Stock to Holdco 8 Section 2.05. IPO 8 Section 2.06. Pledge Arrangements 8 Section 3.01. Initial Follow-on Offering 10 Section 3.02. Pricing Period 10 Section 3.03. Subsequent Follow-on Offering 11 Section 3.04. Registration Rights 11 Section 3.05. Size of Follow-on Offering 12 Section 3.06. Anti-Manipulation 12 ARTICLE IV 14 Section 4.01. Universal Triggered Offering 14 Section 5.01. Certain Holdco Expenses 15 Section 5.02. Further Assurances 15
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Distribution and Contribution; Holdco Transactions. Contributions and Redemptions of Preferred Interests; Distribution of DWA LLC Interests; Execution of Amended LLC Agreement ...... 6 Section 2.02. Contribution of the DWA LLC Interests to the Company; Issuance of Common Stock by the Company ................................... 7 Section 2.03. Residual DW Distribution ......................................... 7 Section 2.04. Formation of Holdco; Contribution of Common Stock to Holdco ...... 7 Section 2.05. IPO .............................................................. 8 ARTICLE III Follow-on Offering Section 3.01. Initial Follow-on Offering ....................................... 8 Section 3.02. Pricing Period ................................................... 9 Section 3.03. Subsequent Follow-on Offering .................................... 9 Section 3.04. Registration Rights .............................................. 10 Section 3.05. Size of Follow-on Offering ....................................... 11 Section 3.06. Anti-Manipulation ................................................ 11 ARTICLE IV Universal Triggered Offering
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Distribution and Contribution; Holdco Transactions. Section 2.01. Contributions and Redemptions of Preferred Interests; (a) On the Separation Date, after consummation of the transactions contemplated in Section 2.01 of the Separation Agreement, (x) Thomson shall contribute 33-1/3% of the Class T/T Interests to the Company in exchange for the number of shares of Common Stock set forth on Schedule 2.02 and (y) Universal shall contribute 50% of the Class U Interests to the Company in exchange for the number of shares of Common Stock set forth on Schedule 2.02 (the "Preferred Contributions"). For the avoidance of doubt, the number of shares of Common Stock received in exchange for the Preferred Contributions shall be equal to (i) in the case of Universal, $75 million divided by the <PAGE> IPO Price and (b) in the case of Thomson, $50 million divided by the IPO Price. Immediately after consummation of the Preferred Contributions, DW shall redeem such Class T/T Interests and such Class U Interests from the Company in exchange for (i) all of DW's 100% interest in the capital stock of DreamWorks Inc. and
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Related to Distribution and Contribution; Holdco Transactions

  • 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.

  • 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.

  • Defined Contribution Plans The Company does not maintain, contribute to or have any liability under (or with respect to) any employee plan which is a tax-qualified "defined contribution plan" (as defined in Section 3(34) of ERISA), whether or not terminated.

  • Distribution Plans You shall also be entitled to compensation for your services as provided in any Distribution Plan adopted as to any series and class of any Fund’s Shares pursuant to Rule 12b-1 under the 1940 Act. The compensation provided in any such Distribution Plan (a “12b-1 Plan”) may be divided into a distribution fee and a service fee, as set forth in such Plan and the Fund’s then current prospectus and statement of additional information (“SAI”), each of which is compensation for different services to be rendered to the Fund. Subject to the termination provisions in a 12b-1 Plan, any distribution fee with respect to the sale of a Share subject to such Plan shall be earned when such Share is sold and shall be payable from time to time as provided in the 12b-1 Plan. The distribution fee payable to you as provided in any 12b-1 Plan shall be payable without offset, defense or counterclaim (it being understood by the parties hereto that nothing in this sentence shall be deemed a waiver by the Fund of any claim the Fund may have against you).

  • Defined Contribution Plan The Employer will establish the following Employer contribution programs in the existing salary deferral plans: » Beginning in 2006 and continuing throughout the term of the Agreement, a performance-based contribution

  • Residual Distributions If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights and preferences.

  • 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.

  • Equity Contributions Make, or permit any Significant Subsidiary to make, any equity contributions to any Unregulated Subsidiary; provided, however, that this Section 5.03(h) shall not restrict or otherwise apply to (i) any such equity contributions that are required by Applicable Law or court order or (ii) any intercompany advances made to any Unregulated Subsidiary (including, without limitation, pursuant to the Unregulated Money Pool Agreement) that are recharacterized by a court or other Governmental Authority as equity contributions.

  • Capital Contributions Distributions 17 TABLE OF CONTENTS (continued)

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