Distributions In Kind on Liquidation Sample Clauses

Distributions In Kind on Liquidation. If the Management Committee or the Liquidating Trustee, as applicable, shall, in its good faith judgment, determine a sale or other disposition of part or all of the Company's assets would cause undue loss to the Members, the Management Committee or the Liquidating Trustee may distribute part or all of such remaining assets to the Members in accordance with Section 11.3. 1. If the Management Committee elects, or the Liquidating Trustee elects to distribute any remaining assets in liquidation of the Company pursuant to this Section 11.4, such assets shall be distributed among the Members in accordance with Section 11.3.1 as if an amount of cash equal to the fair market value of the assets (determined by the Management Committee or the Liquidating Trustee, as applicable, as of the record date for such distribution, but net of any liabilities to which the assets are subject or that will be transferred to the recipient Members) were distributed on the date of distribution. If a distribution is made both in cash and in kind, such distribution shall be made so that, to the fullest extent practicable, the percentage of the cash and assets distributed to each Member pursuant to this Section 11.4 is identical. Distributions in kind of assets shall be deemed to be made pro rata among the Members if made in proportion to the dollar amounts to which each Member is entitled hereunder in such distribution. To the extent that the Company holds Intellectual Property that would be of ongoing use to the Members after the liquidation of the Company, the Management Committee shall determine, by a Supermajority Vote, the terms upon which such Intellectual Property shall be equitably distributed on a joint basis or jointly licensed to the Members; provided, however, that any and all databases, customer lists, customer registration information, data compilations and collections and technical data developed or maintained by the Company shall be replicated and each of Cox and MP3 shall obtain and have full unrestricted ownership rights to a complete copy of such replicated information.
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Distributions In Kind on Liquidation. Upon the liquidation of the Company, to the extent the Company's assets are not sold or otherwise disposed of, such assets (if any) may be distributed in kind to the Members as follows: the value of such assets shall be appraised (by an appraiser selected by the Governors) to determine the Profits and Losses that would have resulted if such assets had been sold; the Capital Account of each Member shall be credited or debited with such Member's respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as such Capital Account would have been credited or debited on the actual disposition of such assets; and such assets shall be distributed in accordance with the Members' Capital Account balances as thus adjusted, each Member taking an undivided interest in such assets subject to a pro rata share of the Company's liabilities.
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Distributions In Kind on Liquidation. Notwithstanding Section 12.2(b) hereof, upon the dissolution of the Company, to the extent that the Managing Member determines that the Company’s assets should not be sold or otherwise disposed of, such assets (if any) may be distributed in kind to the Members as follows: the fair market value of such assets shall be appraised (by an appraiser selected or approved by the Managing Member); the Capital Accounts of the Members shall be adjusted to take into account all Capital Account adjustments for all items of income, gain, loss, and deduction allocable among the Members as if there had been an actual disposition of the Company’s assets at their fair market value, and such assets, as so valued, shall be retained to the extent required to satisfy the requirements of Section 12.3(a) and (b); and the remaining assets shall be distributed to the Members, each Member taking an undivided interest in such assets, pursuant to and in accordance with Sections 12.3(c) and (d).
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Distributions In Kind on Liquidation. If the Manager or the Liquidator, as applicable, shall, in its good faith judgment, determine a sale or other disposition of part or all of the Company's assets would cause undue loss to the Members, the Manager or the Liquidator may distribute part or all of such remaining assets to the Members in accordance with Section 12. 3.1. If the Manager elects, or the Liquidator elects to distribute any remaining assets in liquidation of the Company pursuant to this Section 12.4, such assets shall be distributed among the Members in accordance with Section 12.3.1 as if an amount of cash equal to the fair market value of the assets (determined by the Manager or the Liquidator, as applicable, as of the record date for such distribution, but net of any liabilities to which the assets are subject or that will be transferred to the recipient Members) were distributed on the date of distribution. If a distribution is made both in cash and in kind, such distribution shall be made so that, to the fullest extent practicable, the percentage of the cash and assets distributed to each Member pursuant to this Section 12.4 is identical. Distributions in kind of assets shall be deemed to be made pro rata among the Members if made in proportion to the dollar amounts to which each Member is entitled hereunder in such distribution. To the extent that the Company holds intellectual property that would be of ongoing use to the Members after the liquidation of the Company, the Manager shall determine the terms upon which such intellectual property shall be equitably distributed on a joint basis or jointly licensed to the Members.
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Distributions In Kind on Liquidation. Notwithstanding Section 12.02(b) hereof, upon the dissolution of the Company, to the extent that the Manager determines that the Company’s assets should not be sold or otherwise disposed of, such assets (if any) may be distributed in kind to the Principals as follows: the fair market value of such assets shall be appraised (by an appraiser selected by the Manager); and such assets, as so valued, shall be retained to the extent required to satisfy the requirements of Section 12.03(a) and (b); and the remaining assets shall be distributed to the Principals, each Principal taking an undivided interest in such assets, pursuant to and in accordance with Sections 12.03(c) and (d).
Sample 1
Distributions In Kind on Liquidation. Upon the liquidation of the Company to the extent the Company’s assets are not sold or otherwise disposed of, such assets (if any) may be distributed in kind to the Holders as follows: the fair market value of such assets shall be appraised (by an appraiser selected by the Managing Member) to determine the Profits and Losses that would have resulted if such assets had been sold; the Capital Account of each Holder shall be credited or debited with such Holder’s respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as such Capital Account would have been credited or debited on the actual disposition of such assets; and, after provision for the amounts set forth in Sections 4.6(a) and 4.6(b), such assets shall be distributed, subject to Section 4.10, in accordance with the Holders’ positive Capital Account balances as thus adjusted, each Holder taking an undivided interest in such assets subject to a pro rata share of the Company’s liabilities. Except as otherwise provided in this Agreement, a Holder shall have no right to require that distributions to such Holder consist of any specific item or items of property.
Sample 1

Related to Distributions In Kind on Liquidation

  • Distributions in Liquidation Following the dissolution of the Company and the commencement of winding up and the liquidation of its assets, distributions to the Members shall be governed by Section 12.2.

  • Distributions Upon Liquidation Notwithstanding Section 5.1, proceeds from a Liquidating Event shall be distributed to the Partners in accordance with Section 13.2.

  • Distributions in Kind Except as expressly provided herein, no right is given to any Partner to demand and receive property other than cash. The General Partner may determine, in its sole and absolute discretion, to make a distribution in-kind to the Partners of Partnership assets, and such assets shall be distributed in such a fashion as to ensure that the fair market value is distributed and allocated in accordance with Articles 5, 6 and 10.

  • Distributions in General (a) Unless otherwise specified in the applicable Series Supplement, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (New York City time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office. (b) All Notes issued under the Indenture that are part of a Class with an alphanumerical designation that contains the letter “A”, together with any Subclasses or Tranches thereof, will be classified as “Class A Notes” or “Senior Notes” for all purposes under the Indenture. All Notes, if any, issued under the Indenture that are part of a Class with an alphanumerical designation that contains the letter “B” through “L”, together with any Subclasses or Tranches thereof, will be classified as “Senior Subordinated Notes” for all purposes under the Indenture. All Notes, if any, issued under the Indenture that are part of a Class with an alphanumerical designation that contains the letter “M” through “Z”, together with any Subclasses or Tranches thereof, will be classified as “Subordinated Notes” for all purposes under the Indenture. Unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, payments of interest, principal (when due) and other amounts (when due) to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., X-0, X-0, X-0, X-0 and not X-0, X-0, X-0, B-2) and pro rata among Holders of Notes within each Class of the same alphanumerical designation according to the amount then due and payable; provided, however, that any roman-numeral-denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority (i.e., “Class A-2-I Notes” will be pari passu and pro rata in right of payment according to the amount then due and payable with respect to “Class A-2-II Notes” and “Class-A-2-III Notes”) except to the extent otherwise specified in the Base Indenture, the related Series Supplement or in the related Class A-1 Note Purchase Agreement, including in connection with an Optional Prepayment in whole or in party of one or more Tranches within such alphanumerical Class of Notes ahead of the remaining Tranches; provided, further, that, unless otherwise specified in the applicable Series Supplement, in this Base Indenture or in any applicable Class A-1 Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes having the same alphabetical designation (without giving effect to any numerical designation) shall be pari passu and pro rata according to the amount then due and payable with each other with respect to the distribution of Collateral proceeds resulting from the exercise of remedies upon an Event of Default. (c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Issuer whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.

  • Character of Liquidating Distributions All payments made in liquidation of the interest of a Unit Holder in the Company shall be made in exchange for the interest of such Unit Holder in Property pursuant to Section 736(b)(1) of the Code, including the interest of such Unit Holder in Company goodwill.

  • Waiver of Liquidation Distributions In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.

  • Dissolution and Liquidation (Check One)

  • Distributions; Investments Directly or indirectly acquire or own any Person, or make any Investment in any Person, other than Permitted Investments, or permit any of its Subsidiaries to do so. Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock.

  • Dissolution; Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act. (b) Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue. (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member. (d) Upon the completion of the winding up of the Company, the Member shall file a Certificate of Cancellation in accordance with the Act.

  • Termination and Liquidation Section 9.01.

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