Distributions of Assets. Upon a dissolution of the Partnership, the General Partner (or, if there is no General Partner then remaining, such other Person(s) designated as the liquidator of the Partnership by the Special Limited Partner or by the court in a judicial dissolution) shall take full account of the Partnership assets and liabilities and shall liquidate the assets as promptly as is consistent with obtaining the fair value thereof.
(a) Upon dissolution and termination, after payment of, or adequate provision for, the debts and obligations of the Partnership pursuant to Section 11.2(a) through and including 11.2(c), the remaining assets of the Partnership shall be distributed to the Partners in accordance with the positive balances in their Capital Accounts, after taking into account all allocations under Article X hereof.
(b) In the event that a General Partner has a deficit balance in its Capital Account following the liquidation of the Partnership or its Interest, as determined after taking into account all Capital Account adjustments for the Partnership's taxable year in which such liquidation occurs, such General Partner shall pay to the Partnership the amount necessary to restore such deficit balance to zero in compliance with Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(3). The deficit make-up shall be paid by the General Partner by the end of such taxable year and shall, upon liquidation of the Partnership, be paid to creditors of the Partnership or distributed to other Partners in accordance with their positive Capital Account balances. Notwithstanding, if the Special Limited Partner has become successor General Partner, it shall not be responsible for any deficit balance in its Capital Account which arose during the time the former General Partner served as General Partner.
(c) With respect to assets distributed in kind to the Partners in liquidation or otherwise:
(1) unrealized appreciation or unrealized depreciation in the values of such assets shall be deemed to be Income and Losses realized by the Partnership immediately prior to the liquidation or other Distribution event; and
(2) such Income and Losses shall be allocated to the Partners in accordance with Section 10.2 hereof, and any property so distributed shall be treated as a Distribution of an amount in cash equal to the excess of such Fair Market Value over the outstanding principal balance of and accrued interest on any debt by which the property is encumbered.
(d) For the purposes of Section 15.3(...
Distributions of Assets. In case the Company shall at any time after the date of this Agreement distribute to all holders of its Common Stock evidences of indebtedness of the Company or assets of the Company (including cash dividends or distributions out of retained earnings other than cash dividends or distributions made on a quarterly or other periodic basis) or warrants to subscribe for securities of the Company (excluding those referred to in paragraph (a) above), then in each case the Exercise Price shall be adjusted to a price determined by multiplying the Exercise Price in effect immediately prior to such distribution by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in paragraph (c) below) on the record date for determination of shareholders entitled to receive such distribution, less the then fair value (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights or warrants which are applicable to one share of Common Stock, and of which the denominator shall be such market price per share of Common Stock; PROVIDED, HOWEVER, that if the then current market price per share of Common Stock on the record date for determination of shareholders entitled to receive such distribution is less than the then fair value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights or warrants which are applicable to one share of Common Stock, the foregoing adjustment of the Exercise Price shall not be made and in lieu thereof the Holder of each Warrant shall be entitled to receive upon exercise of such Warrant in addition to the Common Stock the kind and number of assets, evidences of indebtedness, subscription rights and warrants (or, in the event of the redemption of any such evidences of indebtedness, subscription rights and warrants, any cash paid in respect of such redemption) that he or she would have owned or have been entitled to receive after the happening of such distribution had such Warrant been exercised immediately prior to the record date for such distribution. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such record date...
Distributions of Assets. In the event the Company shall fix a record date for the distribution to all holders of its shares of Common Stock (i) evidences of its indebtedness, (ii) securities (other than Common Stock or rights or warrants of the type described in Section 7.2(a) or (b)) or (iii) assets (including extraordinary cash dividends, but excluding regular distributions, including cash dividends, paid in the ordinary course), then in each case the Warrant Price shall be adjusted to a price determined by multiplying the Warrant Price in effect immediately prior to such distribution by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in paragraph (f) below) on the date of such distribution, less the then fair value (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and set forth in a certified resolution of the Board of Directors) of the portion of the assets or the securities or the evidences of indebtedness so distributed applicable to one share of Common Stock, and of which the denominator shall be the then current market price per share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution, retroactive to the record date for the determination of stockholders entitled to receive such distribution.
Distributions of Assets. If at any time the Company, by dividend or otherwise, distributes to all holders of its Stock evidences of its indebtedness or assets (including securities, Options (but excluding any Options referred to in Section 5(b)) entitling the holders of Stock to subscribe for or purchase Stock at a price per share less than the then Current Market Price, any dividend or distribution paid exclusively in cash, any dividend or distribution referred to in Section 5(a) and any dividend or distribution on a merger or consolidation referred to in Section 6), the Exercise Price in effect at the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such dividend or other distribution shall be decreased by multiplying such Exercise Price by a fraction, of which (i) the numerator shall be the Current Market Price on the date fixed for such determination, less the then fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the assets or evidence of indebtedness so distributed applicable to one share of Stock, and (ii) the denominator shall be such Current Market Price, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such distribution. If any dividend or distribution of the type described in this Section 5(d) is declared but not paid or made, the Exercise Price shall be re-adjusted to the Exercise Price which would then be in effect if such dividend or distribution had not been declared.
Distributions of Assets. If the Company at any time shall distribute assets (or rights to acquire assets) to its equityholders as a partial liquidating dividend, the Warrant Price shall be reduced by an amount equal to the then fair market value (as determined in good faith by the Board of Directors of the Company) of the portion of the assets distributed with respect to a Share.
Distributions of Assets a. The proceeds of the liquidation of the assets and all other assets of the Company shall be applied and distributed in the following order of priority:
i. to the payment of or provision for payment for the expenses of liquidation and the debts and liabilities of the Company, other than debts and liabilities to Members;
ii. to the payment of debts and liabilities of the Company to Members, other than those described in clause (iii);
iii. to the payment of debts and liabilities to Members and former Members with respect to the purchase price of their Membership Interests; iv. after all Capital Account adjustments for the Company’s taxable year in which the liquidation occurs, to the Members in proportion to their respective capital accounts in accordance with provisions of Section 8.2(c); provided however, that no Member shall receive a distribution in excess of the Partner’s positive Capital Account balance.
b. The liquidation shall be completed within the period required by Treasury Regulation Section 1.704-1(b)(2)(ii)(b).
c. Subject to Section 12.5, below, in the event that any assets of the Company are distributed in kind, such assets shall be distributed to the Members entitled thereto as tenants-in- common in the same proportions as the Members would have been entitled to cash distributions if such property had been sold for cash and the net proceeds thereof distributed to the Members. In the event that distributions in kind are made to the Members upon dissolution and liquidation of the Company, the Capital Account balances, if any of such Members shall be adjusted to reflect the Members’ allocable share of gain or loss which would have resulted if the distributed property had been sold at its fair market value.
Distributions of Assets. Distributions of Company assets in respect of an Interest in the Company is made only to the Members who, according to the books and records of the Company, are the holders of record of the Interests in respect of which the distributions are made on the actual date of distribution. Neither the Company nor any Member incurs any liability for making distributions in accordance with the provisions of the preceding sentence, whether or not the Company or the Member has knowledge or notice of any transfer or purported transfer of ownership of Interest in the Company which has not been approved by unanimous vote of the Members. Notwithstanding any provision above to the contrary, gain or loss of the Company realized in connection with a sale or other disposition of any of the assets of the Company must be allocated solely to the parties owning Interests in the Company as of the date the sale or other disposition occurs.
Distributions of Assets. 3.3.1 All distributions of assets of the Company, including cash, shall be made to the Members pro rata according to their ownership of units, subject to the rights of the Preferred Members.
3.3.2 The Board of Managers shall determine, in its discretion, whether distributions of assets of the Company should be made to the Members, subject to the rights of the Preferred Members. No distribution of assets may be made to a Member if, after giving effect to the distribution, all liabilities of the Company, other than liabilities to Members on account of their interests in the Company, would exceed the fair value of the Company’s assets.
3.3.3 A Member has no right to demand and receive any distribution from the Company in any form other than cash.
Distributions of Assets. 7 (c) Computation of Market Price . . . . . . . . . . . . . . . . 8 (d)
Distributions of Assets. Upon a dissolution of the Partnership, the General Partner (or, if there is no General Partner then remaining, such other Person(s) designated as the liquidator of the Partnership by the Limited Partner or by the court in a judicial dissolution) shall take full account of the Partnership assets and liabilities and shall liquidate the assets as promptly as is consistent with obtaining the fair value thereof.
(a) Upon dissolution and termination, after payment of, or adequate provision for, the debts and obligations of the Partnership pursuant to Section 11.2(a) through and including 11.2(d), the remaining assets of the Partnership (or the proceeds of sales or other dispositions in liquidation of the Partnership assets, as may be determined by the General Partner or other liquidator) shall be distributed to the Partners in accordance with the positive balances in their Capital Accounts. In order to make a final determination of the Capital Account of each Partner:
(1) the allocations pursuant to Section 11.2(e), Section 11.2(f) and Section 11.2(g) shall be made, but not distributed; and
(2) the Income and Losses of the Partnership upon Liquidation or dissolution and winding up shall then be allocated among the Partners as set forth in Section 10.2.
(b) In the event that a General Partner has a deficit balance in its Capital Account following the Liquidation of the Partnership or its interest, as determined after taking into account all Capital Account adjustments for the Partnership taxable year in which such Liquidation occurs, such General Partner shall pay to the Partnership the lesser of:
(1) the amount necessary to restore such deficit balance to zero in compliance with Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(3); or
(2) 1.01 of the Capital Contributions.
