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. 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. (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.
Distribution Mechanics. Unless E-Z-EM and AngioDynamics shall mutually agree on another method of effecting the Distribution:
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. (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:
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.
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.
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.
Distribution Mechanics
