Distribution Mechanics. The means by which any proceeds from a sale of the Facilities (or portions thereof) are to be distributed pursuant to the waterfall set forth in Section II.d.(iv) above shall be determined by the Parties and the Creditors’ Committee and may include, among other things, distributions pursuant to a confirmed chapter 11 plan for Dynegy Roseton and Dynegy Danskammer.
Distribution Mechanics. (a) The General Partner shall cause the Partnership or any of its Affiliates to comply with any withholding requirements established under the Code (including pursuant to Sections 1441, 1442, 1445, 1446 and 3406), the Tax Act, or any other federal, state, provincial, territorial, local or foreign Law. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner, or to the extent that any payments made to the Partnership are subject to withholding as a result of such payments being attributable to any particular Partner, the General Partner may treat the amount withheld as a distribution of cash to such Partner in the amount of such withholding from or in respect of such Partner. In any such case, unless such amount was withheld from amounts otherwise distributable to such Partner hereunder, it shall be treated as an advance to such Partner which shall be repayable on demand and if not repaid may be set off against subsequent distributions to such Partner.
(i) Notwithstanding the foregoing in this Section 5.5(a), the following provisions shall apply in respect of U.S. withholding taxes. If the Partnership has registered as a “withholding foreign partnership” as defined in Section 1.1441-5(c)(2)(ii) of the Treasury Regulations under the Code, provided a Limited Partner has delivered to the General Partner a properly executed IRS Form W-8BEN-E, IRS Form W-8ECI, IRS Form W-8EXP, or other documentation reasonably acceptable to the General Partner evidencing the Limited Partner’s exemption from U.S. withholding tax with respect to U.S. source interest or dividend income of the Partnership, the General Partner shall take such documentation into account and shall cause the Partnership not to withhold on any allocation of such income to the Limited Partner to the extent permitted to do so by applicable Law. If the Partnership has not registered as a withholding foreign partnership, the General Partner shall forward the IRS Form(s) W-8 supplied by the Limited Partner, along with IRS Form W-8IMY, to the relevant U.S. withholding agent in order to allow the Limited Partner to claim the benefit of any applicable exemption from U.S. withholding tax.
(ii) The General Partner further agrees that, to the extent it is able to do so under applicable Law and provided that a Limited Partner has delivered to the General Partner evidence that is satisfactory to th...
Distribution Mechanics. Unless E-Z-EM and AngioDynamics shall mutually agree on another method of effecting the Distribution:
2.1.2.1 Subject to Sections 2.3, 2.4 and 2.6, on or prior to the Payment Date, E-Z-EM will deliver to the Distribution Agent for the benefit of holders of E-Z-EM Common Stock on the Record Date, a single stock certificate, endorsed by E-Z-EM in blank, representing all of the outstanding shares of AngioDynamics Common Stock then owned by E-Z-EM, and shall cause the transfer agent for the E-Z-EM Common Stock to instruct the Distribution Agent to distribute on the Payment Date the appropriate number of such shares of AngioDynamics Common Stock to each such holder or designated transferee or transferees of such holder of E-Z-EM Common Stock. The Distribution shall be deemed binding on E-Z-EM at 11:59 pm New York Time on the Distribution Date.
2.1.2.2 Subject to Sections 2.3, 2.4 and 2.6, each holder of E-Z-EM Common Stock on the Record Date (or such holder's designated transferee or transferees) will be entitled to receive in the pro-rata distribution a number of shares of AngioDynamics Common Stock equal to the number of shares of E-Z-EM Common Stock held by such holder on the Record Date multiplied by the distribution ratio determined by the E-Z-EM Board on the Distribution Date.
Distribution Mechanics. (i) Subject to Sections 2.3, 2.4, and 2.5, on or prior to the Distribution Date, Merck will deliver to the Distribution Agent for the benefit of holders of Merck Common Stock on the Record Date, a single stock certificate, endorsed by Merck in blank, representing all of the outstanding shares of Medco Common Stock then owned by Merck, and shall cause the transfer agent for the Merck Common Stock to instruct the Distribution Agent to distribute on or as soon as practicable after the Distribution Date the appropriate number of such shares of Medco Common Stock to each such holder or designated transferee or transferees of such holder of Merck Common Stock. The Distribution shall be effective at 11:59 pm Eastern Standard Time on the Distribution Date.
(ii) Subject to Sections 2.3, 2.4 and 2.5, each holder of Merck Common Stock on the Record Date (or such holder's designated transferee or transferees) will be entitled to receive in the pro-rata distribution a number of shares of Medco Common Stock equal to the number of shares of Merck Common Stock held by such holder on the Record Date multiplied by the distribution ratio determined by the Merck Board when it declares the Distribution. Merck and Medco, as the case may be, will provide to the Distribution Agent all share certificates and any information required in order to complete the Distribution on the basis specified above.
Distribution Mechanics. (i) Subject to Sections 2.3, 2.4 and 2.5, on or prior to the Distribution Date, Pharmacopeia will deliver to the Distribution Agent for the benefit of holders of Pharmacopeia Common Stock on the Record Date, a single stock certificate, endorsed by Pharmacopeia in blank, representing all of the outstanding shares of PDD Common Stock then owned by Pharmacopeia, and shall cause the transfer agent for the Pharmacopeia Common Stock to instruct the Distribution Agent to distribute on or as soon as practicable after the Distribution Date the appropriate number of such shares of PDD Common Stock to each such holder or designated transferee or transferees of such holder of Pharmacopeia Common Stock. The Distribution shall be effective at 11:59 p.m. Eastern Standard Time on the Distribution Date.
(ii) Subject to Sections 2.3, 2.4 and 2.5, each holder of Pharmacopeia Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the pro-rata distribution a number of shares of PDD Common Stock equal to the number of shares of Pharmacopeia Common Stock held by such holder on the Record Date multiplied by the distribution ratio determined by the Pharmacopeia Board when it declares the Distribution. Pharmacopeia and PDD, as the case may be, will provide to the Distribution Agent all share certificates and any information required in order to complete the Distribution on the basis specified above.
Distribution Mechanics. (a) The General Partner shall cause the Partnership or any of its Affiliates to comply with any withholding requirements established under the Code (including pursuant to Sections 1441, 1442, 1445, 1446 and 3406), the Tax Act, or any other federal, state, provincial, territorial, local or foreign Law. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner, or to the extent that any payments made to the Partnership are subject to withholding as a result of such payments being attributable to any particular Partner, the General Partner may treat the amount withheld as a distribution of cash to such Partner in the amount of such withholding from or in respect of such Partner. In any such case, unless such amount was withheld from amounts otherwise distributable to such Partner hereunder, it shall be treated as an advance to such Partner which shall be repayable on demand and if not repaid may be set off against subsequent distributions to such Partner.
Distribution Mechanics. Each Distribution shall be made to the Persons shown on the Membership Interest Ownership Ledger as of the date of such Distribution or a record date established by the Board that is not less than [5] Business Days prior to the date of Distribution; provided, however, that any Transferor and Transferee of Membership Interests may mutually agree as to which of them should receive payment of any Distribution, so long as such agreement is in writing and a copy thereof is provided to NGR Management prior to the date of Distribution or such earlier record date, as applicable. In the event that any restrictions on Transfer or change in beneficial ownership of Membership Interests set forth in this Agreement or any Equity Agreement have been breached, NGR Management may withhold Distributions in respect of the affected Membership Interests until such breach has been cured (as determined by the Board in good faith).
Distribution Mechanics. (i) Subject to Sections 2.3 and 2.4, on or prior to the Distribution Date, RFB will deliver to the Distribution Agent for the benefit of holders of RFB Common Stock on the Record Date, a single stock certificate, endorsed by RFB in blank, representing all of the outstanding shares of SpinCo Common Stock then owned by RFB, and shall cause the transfer agent for the RFB Common Stock to instruct the Distribution Agent to distribute on or as soon as practicable after the Distribution Date the appropriate number of such shares of SpinCo Common Stock to each such holder or designated transferee or transferees of such holder of RFB Common Stock. The Distribution shall be effective at 12:01 a.m. Eastern Standard Time on the Distribution Date.
(ii) Subject to Sections 2.3 and 2.4, each holder of RFB Common Stock on the Record Date (or such holder's designated transferee or transferees) will be entitled to receive in the pro-rata distribution a number of shares of SpinCo Common Stock equal to the number of shares of RFB Common Stock held by such holder on the Record Date multiplied by the distribution ratio determined by the RFB Board when it declares the Distribution. RFB and SpinCo, as the case may be, will provide to the Distribution Agent all share certificates and any information required in order to complete the Distribution on the basis specified above.
Distribution Mechanics. (1) From time to time on and after the Effective Date, Xxxxx Fargo will make distributions pursuant to this Agreement as instructed by the Company with respect to Allowed Class 6 Claims and any Applicable Allowed Convenience Claim, and by the Plan Committee with respect to Allowed Class 7 Claims.
(2) Subsequent to the distributions made under Section 4.b of this Agreement, distributions pursuant to this Agreement shall be made on the last Business Day of the month following the end of each calendar quarter after the Effective Date, (each such day, a "Quarterly Distribution Date").
(3) Prior to making any distribution pursuant to this Agreement, Xxxxx Fargo, based on information provided to Xxxxx Fargo by or on behalf of the Company with respect to Allowed Class 6 Claims and any Applicable Allowed Convenience Claim, and of the Plan Committee with respect to Allowed Class 7 Claims, will, as promptly as practicable (and, in any event, within five business days) following receipt of such information and no less than five business days prior to a proposed disbursement, prepare and deliver to the Company with respect to Allowed Class 6 Claims and any Applicable Allowed Convenience Claim, and to the Plan Committee (with a copy to the Company) with respect to Allowed Class 7 Claims, a written report (each, a "Disbursement Report") indicating:
(a) the name of the holder of an Allowed Claim to receive such distribution;
(b) the classification and amount of such holder's Allowed Claim in respect of which such distribution is to be made; and
(c) the type and amount of Plan Consideration to be distributed to such holder of an Allowed Claim pursuant to such distribution.
(4) As promptly as practicable upon receipt of a Disbursement Report, the Company with respect to Allowed Class 6 Claims and any Applicable Allowed Convenience Claim, and Plan Committee, with respect to Allowed Class 7 Claims, will review such Disbursement Report and will either (a) if the Company with respect to Allowed Class 6 Claims and any Applicable Allowed Convenience Claim, and Plan Committee, with respect to Allowed Class 7 Claims, agree with such Disbursement Report, deliver to Xxxxx Fargo a written instruction indicating its approval of the Disbursement Report and directing Xxxxx Fargo to make the distribution or distributions described in such Disbursement Report (each, an "Approval Letter") or (b) if the Company with respect to Allowed Class 6 Claims and any Applicable Allowed Convenience Cl...
Distribution Mechanics. (a) On the Escrow Release Date (as defined below) for any Escrow Release Amount (as defined below), the Escrow Agent shall release and distribute such Escrow Release Amount as follows:
(i) a portion of such Escrow Release Amount equal to (such portion, the "Bonus Payment Recipients' Escrow Release Amount") the product of (x) such Escrow Release Amount and (y) the Bonus Payment Recipients' Percentage (as defined below) shall be released and distributed to the Surviving Company in accordance with the terms of Section 14 hereof and the Surviving Company shall, on the next payroll date following receipt of the Bonus Payment Recipients' Escrow Release Amount, release and distribute to the Bonus Payment Recipients the Bonus Payment Recipients' Escrow Release Amount (minus any Required Withholding Amounts with respect to the Bonus Payment Recipients' Escrow Release Amount) such that each Bonus Payment Recipient shall receive a portion of the Bonus Payment Recipients' Escrow Release Amount equal to (A) the portion of the Bonus Payment Recipients' Escrow Release Amount to which such Bonus Payment Recipient is entitled to receive pursuant to the terms of the Bonus Plan and such Bonus Payment Recipient's Bonus Award Agreement, minus (B) any Required Withholding Amounts relating to such Bonus Payment Recipient with respect to such portion of the Bonus Payment Recipients' Escrow Release Amount;
(ii) a portion of such Escrow Release Amount equal to (such portion, the "Other Stockholders' Escrow Release Amount") the product of (x)(I) such Escrow Release Amount minus (II) the Bonus Payment Recipients' Escrow Release Amount and (y) the Other Stockholders' Percentage (as defined below) shall be released and distributed to the Exchange Agent in accordance with the terms of Section 14 hereof, and the Exchange Agent shall, in accordance with the terms of the Exchange Agent Agreement, release and distribute to the Other Stockholders the Other Stockholders' Escrow Release Amount in such proportions such that each Other Stockholder shall receive a portion of the Other Stockholders' Escrow Release Amount equal to such Other Stockholder's pro rata share of the Other Stockholders' Escrow Release Amount (based on the number of shares of Company Common Stock owned by such Other Stockholder immediately prior to the Transaction Effective Time relative to the aggregate number of shares of Company Common Stock owned by all Other Stockholders immediately prior to the Transaction Effective ...
