Distribution Transactions. (1) In the event the Company proposes to effect a Distribution Transaction, then, by written action of the Holders constituting at least a majority of the outstanding voting power of the Convertible Preferred Stock (the “Majority Holders”) delivered to the Company prior to the relevant Record Date, the Company will negotiate in good faith with such Majority Holders the terms and conditions of an exchange offer described herein (the “Spin-Off Exchange Offer”), and in the event the Spin-Off Exchange Offer is completed, then no adjustment to the Conversion Price shall be made pursuant to Section 10(f)(i)(3)(B).
(2) In connection with the Spin-Off Exchange Offer, each share of Convertible Preferred Stock will be exchanged by the Company for one share of Mirror Preferred Stock and one share of Exchange Preferred Stock. The Liquidation Preference of the Convertible Preferred Stock will be allocated between the shares of Mirror Preferred Stock and Exchange Preferred Stock in accordance with the relative fair market value of the assets and businesses to be held by the Distributed Entity and the assets and businesses to be retained by the Company, as determined in good faith by the Board of Directors after consultation with the Majority Holders.
(3) The Company and the Majority Holders will negotiate reasonably and in good faith and each will use its reasonable best efforts to agree on mutually agreeable terms for the Spin-Off Exchange Offer, including, without limitation, the certificate of designations with respect to the Mirror Preferred Stock and the certificate of designations with respect to the Exchange Preferred Stock, to reflect the fact that following the completion of the Spin-Off Exchange Offer the adjustments to the Conversion Price will be based upon the common stock of the Company and the common stock of the Distributed Entity, and that the rights, benefits, obligations and economic characteristics of the Series A Preferred Stock will not be expanded or diminished as a result of the exchange of shares of Convertible Preferred Stock for shares of Mirror Preferred Stock and Exchange Preferred Stock. The exchange of Convertible Preferred Stock for Exchange Preferred Stock in the Spin-Off Exchange Offer shall be structured in a manner so as to qualify as a tax-free recapitalization within the meaning of Section 368(a) of the Code to the maximum extent permitted by applicable law.
Distribution Transactions. If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property or rights, options or warrants to acquire its Capital Stock or other securities, to all holders of record of the Common Stock, excluding (a) dividends, distributions or issuances as to which an adjustment was effected pursuant to Section 3(a)(i) or Section 3(a)(ii), (b) dividends or distributions paid exclusively in cash, (c) distributions in a transaction described in Section 3(b); and (d) Spin-Offs as to which the provisions set forth below in this Section 3(a)(iii) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities of the Company, the “Distributed Property”), then the Exercise Price shall be decreased based on the following formula: EP1 = EP0 x ((SPo - FMV) ÷ SP0) where,
Distribution Transactions. If the Company engages in a Distribution Transaction in which it distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to which Section 10(i) will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 10(f)(i)(2) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange, then the Conversion Price will be decreased based on the following formula: where: CP0 = the Conversion Price in effect immediately before the Close of Business on the Record Date for such Distribution Transaction; CP1 = the Conversion Price in effect immediately after the Close of Business on such Record Date; SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Distribution Transaction Valuation Period (as defined below); and FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Distribution Transaction over the ten (10) consecutive Trading Day period (the “Distribution Transaction Valuation Period”) beginning on, and including, the Ex-Dividend Date for such Distribution Transaction (such average to be determined as if references to Common Stock in the definitions of “Last Reported Sale Price,” “Trading Day” and “Market Disruption Event” were instead references to such Capital Stock or equity interests); and (y) the number of share or units of such Capital Stock or equity interests distributed per share of Common Stock in such Distribution Transaction. provided, however, that in the event of a Distribution Transaction where the Majority Holders elect to engage in a Spin-Off Exchange Offer, and such Spin-Off Exchange Offer is completed pursuant to Section 10(f)(iv), then no adjustment to the Conversion Price shall be made pursuant to this Section 10(f)(i)(3)(B). The adjustment to the Conversion Price pursuant to this Section 10(f)(i)(3)(B) will be calculated as of the Close of Business on the last Trading Day of the Distribution Transaction Valuation Period that will be given effect immediately after the Close of Business of the ...
Distribution Transactions. Following the completion of the Separation as set forth in Section 2.1 and the Exchange as set forth in Section 2.2, on the Distribution Date, effective as of the Effective Time, the parties hereto shall effect the following transactions, in substantially the order described and subject to the limitations set forth below, in each case, with such modifications, if any, as Ashford Trust shall determine are necessary or desirable for efficiency or similar purposes:
(a) Ashford Trust OP Limited Partner shall distribute to Ashford Trust all shares of Ashford Inc. Common Stock it received from Ashford Inc. pursuant to Section 2.2(b) above. All such shares of Ashford Inc. Common Stock to be so issued shall be issued as uncertificated shares registered in book-entry form. No physical certificates for such Ashford Inc. Common Stock will be issued.
(b) Subject to Section 2.4 and Section 5.1, Ashford Trust shall distribute, effective as of the Effective Time, to each Record Holder, all outstanding shares of Ashford Inc. Common Stock held by Ashford Trust and authorized by the Ashford Trust board of directors for distribution on the Record Date, subject to and consistent with the Distribution Ratio. To effect such distribution, Ashford Trust shall direct and authorize the Distribution Agent to effect the book-entry transfer of all such shares of Ashford Inc. Common Stock, consistent with the Distribution Ratio, for the benefit of the Record Holders. All such shares of Ashford Inc. Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No physical certificates therefor shall be distributed. All of the shares of Ashford Inc. Common Stock distributed pursuant to this Section 2.3(b) shall be validly issued, fully paid and non-assessable.
(c) Notwithstanding any other provision of this Agreement, Ashford Trust, the Distribution Agent, the Exchange Agent or any Person that is a withholding agent under applicable Law shall be entitled to deduct and withhold from any consideration distributable or payable hereunder the amounts required to be deducted and withheld under the Code, or any provision of any U.S. federal, state, local or foreign tax Law. Any amounts so withheld shall be paid over to the appropriate Taxing Authority in the manner prescribed by Law. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes ...
Distribution Transactions. If the Company engages in a Distribution Transaction in which it distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate or Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Reorganization Event, as to which Section 11 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 10(b)(ii) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange, then the Conversion Price will be decreased based on the following formula: where: CP0 = the Conversion Price in effect immediately before the close of business on the Record Date for such Distribution Transaction; CP1 = the Conversion Price in effect immediately after the close of business on such Record Date; SP = the average of the Closing Prices per share of Common Stock for each Trading Day in the Distribution Transaction Valuation Period (as defined below); and
Distribution Transactions. If the Company distributes shares of its capital stock, evidences of its indebtedness, other assets or property or rights, options or warrants to acquire its Capital Stock or other securities, to all holders of record of the Class A Common Stock, excluding (a) dividends, distributions or issuances as to which an adjustment was effected pursuant to Section 3(a)(i) or Section 3(a)(ii), (b) dividends or distributions paid exclusively in cash (subject to Section 3(a)(iv)), (c) distributions in a transaction described in Section 3(b); and (d) Spin-Offs as to which the provisions set forth below in the second paragraph of this Section 3(a)(iii) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities of the Company, the “Distributed Property”), then the Exercise Price shall be decreased based on the following formula: EP1 = EP0 x ((SP0 - FMV) ÷ SP0) where,
Distribution Transactions. Vencor shall cause all ------------------------- transactions contemplated by the Reorganization Agreement to have occurred prior to, or to occur simultaneous with, the consummation of this Agreement.
Distribution Transactions. (a) Notwithstanding anything to the contrary in this Agreement, in the event any member of the Shareholder Group elects to effect a Distribution Transaction, such members of the Shareholder Group shall have the right to request that the Company file a Registration Statement, on behalf of itself and the other members of the Shareholder Group, with the SEC on the appropriate registration form for all or part of the Registrable Securities held by such members of the Shareholder Group, by delivering a written request thereof to the Company specifying the number of shares of Registrable Securities the members of the Shareholder Group wish to register (a “Distribution Transaction Registration”). The Company shall (i) use its reasonable best efforts to prepare and file the Registration Statement as expeditiously as possible but in any event within 45 days of such request, and (ii) use its reasonable best efforts to cause the Registration Statement to become effective in respect of each Distribution Transaction Registration in accordance with the intended method of distribution set forth in the written request delivered by such member of the Shareholder Group. Such requesting member of the Shareholder Group may request that the Registration Statement be on any appropriate form, including a Shelf Registration Statement, and the Company shall effect the Registration on the form so requested (which may include an already existing and effective Registration Statement). For the avoidance of doubt, such request for a Distribution Transaction Registration shall not count against the number of Demand Registration requests permitted to be made under Section 2.01(b).
(b) The Company shall be deemed to have effected a Registration for purposes of this Section 2.05 if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC and remains effective for the Registration Period. If during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Entity or the need to update or supplement the Registration Statement, the Registration Period shall be extended on a day-for-day basis for any period in which the applicable members of the Shareholder Group are unable to complete the Distribution Transaction as a result of such stop order, injunction or other order or requirement of the SEC or other Governmental Entity.
(c) If the Company reason...
Distribution Transactions. Any and all claims, losses, damages and expenses suffered and/or incurred at any time by Lender arising out of or in any way relating to the Distribution Transaction Documents and the transactions contemplated thereby, including, without limitation, from any failure of the Distribution to be consummated or otherwise of full force and effect or of the Contribution, the Internal ISI Merger and/or the Distribution to qualify as a tax-free reorganization under Section 368(a)(1)(D) of the Code or to otherwise qualify for non-recognition treatment under the Code and/or the Distribution to qualify as a tax-free transaction described in Section 355 of the Code.
Distribution Transactions. (a) Immediately following the consummation of the transactions contemplated by Section 2.4, the following transactions shall be consummated in the order in which they appear below:
(i) in exchange for and in redemption of [•] of the Holdings Class A Units held by ASMC, Holdings hereby distributes 100% of the ASMC II Interests then issued and outstanding to ASMC;
(ii) (A) in exchange for and in full redemption of the Holdings Class A Units then held by any Holdings Upstairs Holder, Holdings hereby distributes to such Holdings Upstairs Holder in accordance with the Holdings A&R LLC Agreement an equal number of Holdings II Class A Units, and (B) in exchange for and in full redemption of the Holdings Class C Units then held by any Holdings Upstairs Holder, Holdings hereby distributes to such Holdings Upstairs Holder in accordance with the Holdings A&R LLC Agreement an equal number of Holdings II Class C Units;
(iii) in exchange for and in redemption of the Redeemed Holdings LTIP Units of each LTIP Holder, Holdings hereby distributes to each LTIP Holder in accordance with the Holdings A&R LLC Agreement a number of Holdings II LTIP Units equal to the Redeemed Holdings LTIP Units as set forth opposite such LTIP Holder’s name on Schedule 1.1(c) hereto under the heading entitled “Redemption Holdings II LTIP Units”;
(iv) (A) in exchange for and in full redemption of the ASMC Class A Units then held by any ASMC Upstairs Holder, ASMC hereby distributes to such ASMC Upstairs Holder in accordance with the ASMC LLC Agreement an equal number of ASMC II Class A Units, and (B) in exchange for and in full redemption of the ASMC Class B Units then held by any ASMC Upstairs Holder, ASMC hereby distributes to such ASMC Upstairs Holder in accordance with the ASMC LLC Agreement an equal number of ASMC II Class B Units; and
(v) in exchange for and in redemption of the Redeemed ASMC LTIP Units of each LTIP Holder, ASMC hereby distributes to each LTIP Holder in accordance with the ASMC LLC Agreement a number of ASMC II LTIP Units equal to the Redeemed ASMC LTIP Units as set forth opposite such LTIP Holder’s name on Schedule 1.1(c) hereto under the heading entitled “Redemption ASMC II LTIP Units.”
(b) The Parties intend, for U.S. federal and applicable state and local income tax purposes, that the transactions contemplated by Section 2.3, Section 2.4 and Section 2.5(a), taken together:
(i) (A) shall constitute a partnership division governed by Section 708(b)(2)(B) of the Code and Tr...
