Distributions in Specie Sample Clauses

Distributions in Specie. The Manager shall not be entitled to make a distribution in specie other than with the prior approval of the Investors by an Investors' Consent. If the Manager intends to make a distribution in specie under this clause 12.13, subject to any prohibitions on notification under any applicable law or regulation, it shall give at least 20 Business Days' written notice of such intention to each Investor, specifying: (a) the date of the proposed distribution; (b) the assets to be distributed (including, where appropriate, the class and number of such securities); (c) the basis of valuation of such assets; and (d) the Value to be attributed to the assets in question (or an indication of the basis on which such Value is to be calculated as at the date of the proposed distribution). Notwithstanding the approval of the Investors having been given by an Investors’ Consent, unless otherwise instructed by the Preferred Partner prior to the date of distribution, the assets that would have been distributed to the Preferred Partner shall instead be sold for the best price readily obtainable and the proceeds thereof distributed to the Preferred Partner without any deduction, less any reasonably incurred costs and expenses payable to any broker or other third party in connection with such sale. Each distribution in specie shall be made on the same basis as distributions of cash, such that each Limited Partner entitled to receive such distribution shall receive a proportionate amount of the total securities available for distribution, or (if such method of distribution is for any reason impracticable) such that each Limited Partner shall receive as nearly as possible a proportionate amount of the total securities available for distribution together with a balancing payment in cash in the case of any Limited Partner who shall not receive the full proportionate amount of securities to which he would otherwise be entitled hereunder. Any such distribution in specie shall be applied in the order set out in clause 12.1 at the Value of the Investment concerned. Where the distribution in specie is made contemporaneously with the Investment achieving a Quotation, the Value of the Investment concerned shall be the volume weighted average of the closing price of the relevant securities in the five trading days (including the date of distribution) following Quotation. Where a distribution in specie is made of securities which are already quoted on a stock exchange, the Value of such secu...
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Distributions in Specie. 6.6.1 The Manager shall use reasonable endeavours to make capital distributions in cash. Subject thereto, the Manager shall be entitled with Investor Consent to determine that the Partnership should make a distribution of assets in specie on the basis set out in this Clause 6.6 and to determine on such basis as shall be specified in such Investor Consent the Value attributable to such assets. 6.6.2 Distributions in specie of securities or interests of any class shall be made on the same basis as distributions of cash such that any Partner in receipt of the distributions shall receive the relevant proportionate amount of the total securities or interests of such class available for distribution or (if such method of distribution is for any reason impracticable) such that each such Partner shall receive as nearly as possible the relevant proportionate amount of the total securities or interests of such class available for distribution together with a balancing payment in cash in the case of any Partner who shall not receive the full proportionate amount of securities or interests to which that Partner would otherwise be entitled under this Agreement. Any such distribution in specie shall be applied in the order set out in Clause 6.4 at the Value of the assets concerned. 6.6.3 Any Limited Partner who receives a distribution of the Partnership Assets in specie shall be bound by the provisions of any agreements relating to such Partnership Assets, to the extent such agreements so provide. 6.6.4 Any stamp duty, stamp duty reserve tax or stamp duty land tax (or other transfer Tax) payable on the transfer of any Partnership Assets by way of distribution in specie shall be for the account of the Limited Partner to whom the transfer is made. If the transfer is treated as a taxable supply for VAT purposes by anybody other than the Limited Partner to whom the transfer is made, the Limited Partner to whom the transfer is made shall pay, to the person treated as making the supply for VAT purposes, an amount equal to any VAT payable on such supply upon receipt of a valid VAT invoice.
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Distributions in Specie. In furtherance of the Partnership making distributions in specie under clauses ‎12.13 and ‎15.13 (in each case with the prior approval of the Investors by an Investors' Consent), the Manager shall use its reasonable endeavours to procure that the terms and conditions on which it makes such Investments and the memoranda and articles of association or equivalent constitutional documents of each Portfolio Company provides that the Limited Partners are 'permitted transferees' (or the equivalent thereof) and that there are no other substantive contractual restrictions on the Manager (or liquidating trustee, if different) in making such distributions in specie to Limited Partners in accordance with clauses ‎12.13 or ‎15.13 (as the case may be). Debts and liabilities of the Partnership The Limited Partners shall have no personal obligation for the debts or liabilities of the Partnership, except as provided in this Agreement and in the Act. The General Partner shall be fully liable for such of the Partnership's debts, liabilities and obligations as exceed the Partnership Assets. Partnership accounts and tax information
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Distributions in Specie. If a decision is made to distribute any Partnership Assets in specie in accordance with clause ‎12.13, those assets shall be deemed to be realised for the purposes of computing Capital Gains and Capital Losses at their value arrived at in accordance with that clause.
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Distributions in Specie. 7.6.1. The General Partner shall use all reasonable endeavours to make capital distributions in cash. Subject thereto the General Partner shall be entitled with the approval of each Investor to determine that the Partnership should make a distribution of assets in specie on the basis set out in this clause 7.6 and to determine on such basis as shall be specified in such Investor Consent the Value attributable to such assets. For the avoidance of doubt, no Investor shall be obligated to accept a distribution of assets in specie unless each such Investor has consented to the same under this clause 7.6.1. [Drafting Note: each Investor must agree before receiving a distribution other than in the form of cash] 7.6.2. Distributions in specie of securities of any class shall be made on the same basis as distributions of cash such that any Partner in receipt of the distributions shall receive the relevant proportionate amount of the total securities of such class available for distribution or (if such method of distribution is for any reason impracticable) such that each such Partner shall receive as nearly as possible the relevant proportionate amount of the total securities of such class available for distribution together with a balancing payment in cash in the case of any Partner who shall not receive the full proportionate amount of securities to which he would otherwise be entitled under this Agreement. Any such distribution in specie shall be applied in the order set out in clause 7.4 at the Value of the assets concerned.
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Distributions in Specie. No distributions in specie will be made to the Members.
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Distributions in Specie. For so long as the Custodian is the record holder of the Shares, the Company: (a) will not distribute any ‘non-financial assets’ (that term having the same meaning as when used in the Future Fund Act 2006 (Cth)) to the Custodian (including on winding up of the Company) without the prior written consent of the Custodian and (b) will procure that non-financial assets are not paid as consideration to the Custodian without the prior written consent of the Custodian. If the Company proposes to distribute any non-financial assets to any of the holders of capital stock in the Company, or it is otherwise proposed that non-financial assets be paid as consideration to the holders of capital stock in the Company, the Company will ensure that the Custodian’s portion of such non-financial assets are instead (at the Custodian’s election and expense): (a) sold for cash by the Company on behalf of the Custodian; or (b) transferred to a third party broker to sell for cash on behalf of the Custodian.
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Distributions in Specie. For the avoidance of doubt and subject to clause 10.3, the provisions of clauses 7.8(i) and 7.9 shall only apply to distributions of cash, and the General Partner shall have full power and authority (exercisable in its sole discretion) to make a distribution of assets in specie in relation to the Investment concerned on the basis set out in this Clause 7.6 to one or more Partners.
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Distributions in Specie. 7.6.1. The General Partner shall use all reasonable endeavours to make capital distributions in cash. Subject thereto the General Partner shall be entitled with the approval of the [Holding Fund][Investors] to determine that the Partnership should make a distribution of assets in specie on the basis set out in this clause 7.6 and to determine on such basis as shall be specified by the [Holding Fund][Investors] the Value attributable to such assets. For the avoidance of doubt, the [Holding Fund][Investors] shall not be obligated to accept a distribution of assets in specie unless the [Holding Fund has][the Investors have] consented to the same under this clause 7. 6.1. [Drafting Note: the Holding Fund must agree before receiving a distribution other than in the form of cash] 7.6.2. Distributions in specie of securities of any class shall be made on the same basis as distributions of cash such that any Partner in receipt of the distributions shall receive the relevant proportionate amount of the total securities of such class available for distribution or (if such method of distribution is for any reason impracticable) such that each such Partner shall receive as nearly as possible the relevant proportionate amount of the total securities of such class available for distribution together with a balancing payment in cash in the case of any Partner who shall not receive the full proportionate amount of securities to which he would otherwise be entitled under this Agreement. Any such distribution in specie shall be applied in the order set out in clause 7.4 at the Value of the assets concerned.
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