Distribution Property Clause Samples
Distribution Property. In the event a Reorganization Event occurs with respect to an Individual Stock, the Calculation Agent will adjust the method of calculation of the Closing Price for such Individual Stock so that it equals the value of the respective amounts of each type of Distribution Property deemed, for the purposes hereof, to be distributed in such Reorganization Event in respect of one share of such Individual Stock. The Calculation Agent will determine in its sole discretion the value of each component type of Distribution Property, using the Closing Price on the relevant date for any such type consisting of securities and such other method as it considers reasonable for any other type. If a holder of the relevant Individual Stock elects to receive different types or combinations of types of Distribution Property in the Reorganization Event, the Distribution Property will be deemed to include the types and amounts thereof distributed to a holder that makes no election. If a Reorganization Event occurs and as a result the method of determination of the Closing Price of an Individual Stock is adjusted to consist of Distribution Property, the Calculation Agent will make further adjustments for subsequent events that affect such Distribution Property or any component type thereof, to the same extent that it would make adjustments as required hereby if the relevant Individual Stock were outstanding and were affected by the same kinds of events. If at any time another Person becomes the successor to an Individual Stock Issuer, as determined by the Calculation Agent, such successor Person shall thereupon be deemed to be such Individual Stock Issuer for all purposes hereof. If at any time an Individual Stock consists of Distribution Property, as determined by the Calculation Agent, then all references herein to the corresponding “Individual Stock” shall thereupon be deemed to mean such Distribution Property, all references in this Security to a “share” of the corresponding Individual Stock shall thereupon be deemed to mean a comparable unit of each type of property comprising such Distribution Property and all references herein to the corresponding “Individual Stock Issuer” shall thereupon be deemed to mean the issuer(s) of the security(ies) comprising such Distribution Property, in each case as and to the extent determined by the Calculation Agent. Notwithstanding the foregoing, however, the Calculation Agent will not make any adjustment for a Reorganization Event unless th...
Distribution Property. Westcore Distribution has no actual knowledge of a price adjustment under that certain Fixed Price Remediation Agreement, dated as of August, 2004 (the “Original GFPR”), between Sunflower Properties, Inc., a Delaware corporation (“Sunflower”), on the one hand, and Gannett F▇▇▇▇▇▇ Project Development Corporation, a Delaware corporation (“Gannett”), and TerraSure Development LLC, a Pennsylvania limited liability company (“TerraSure”), on the other hand, as amended by that certain Amendment to Fixed Price Remediation Agreement, dated as of December 9, 2004 (the “GFPR Amendment”), between Sunflower, on the one hand, and Gannett and TerraSure, on the other hand, and as assigned by Sunflower to Westcore Distribution pursuant to that certain Assignment and Assumption of the Fixed Price Remediation Agreement, dated as of January 26, 2005 (the Original GFPR, as amended, modified and supplemented by the GFPR Amendment, collectively, the “GFPR”). To Westcore Distribution’s knowledge, there are no current disputes asserted or alleged under the GFPR. To Westcore Distribution’s knowledge, except as set forth on Exhibit B, there have been no draw requests made with respect to the “Escrow Agreement” (as defined in Section 6(b) below), nor are any such requests pending and undisbursed. Westcore Distribution has not made any claims (nor does it have actual knowledge of any claims made by others) under the environmental insurance policy that currently is in effect for the Distribution Property, and which Westcore Distribution is to assign to Buyer at Closing pursuant to Section 3.3.4 of the Existing Agreement.”