Common use of Distributions on Excess Shares Clause in Contracts

Distributions on Excess Shares. Any dividends (whether taxable as a dividend, return of capital or otherwise) on Excess Shares shall be paid to the Excess Share Trust for the benefit of the Charitable Beneficiary. Upon liquidation, dissolution or winding up, the Purported Record Transferee shall receive, for each Excess Share, the lesser of (1) the amount per share of any distribution made upon liquidation, dissolution or winding up and (2) the price paid by the Purported Record Transferee for the Excess Shares, or if the Purported Record Transferee did not give value for the Excess Shares, the Fair Market Value of the Excess Shares on the day of the event causing the Excess Shares to be held in trust. Any such dividend or distribution paid to the Purported Record Transferee in excess of the amount provided in the preceding sentence prior to the discovery by the Corporation that the Shares with respect to which the dividend or distribution was made had been designated as Excess Shares shall be repaid, upon demand, to the Excess Share Trust for the benefit of the Charitable Beneficiary.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Meristar Hotels & Resorts Inc), Agreement and Plan of Merger (American Skiing Co /Me), Agreement and Plan of Merger (Oak Hill Capital Partners L P)

AutoNDA by SimpleDocs

Distributions on Excess Shares. Any dividends distributions (whether taxable as a dividenddividends, return of capital distributions upon liquidation, dissolution or winding up or otherwise) on Excess Shares shall be paid to the Excess Share Trust for the benefit of the Charitable Beneficiary. Upon liquidation, dissolution or winding up, the Purported Record Transferee shall receive, for each Excess Share, receive the lesser of (1a) the amount per share of any distribution made upon liquidation, dissolution or winding up and or (2b) the price paid by the Purported Record Transferee for the Excess SharesUnits, or if the Purported Record Transferee did not give value for the Excess SharesUnits, the Fair Market Value Price of the Excess Shares Units on the day of the event causing the Excess Shares Units to be held in trust. Any such dividend paid or distribution paid to the Purported Record Transferee in excess of the amount provided in the preceding sentence prior to the discovery by the Corporation REIT that the Shares Units with respect to which the dividend or distribution was made had been designated as exchanged for Excess Shares shall be repaid, upon demand, repaid by the Purported Record Transferee to the Excess Share Trust for the benefit of the Charitable Beneficiary.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Industrial Property Trust Inc.), Limited Liability Company Agreement (TIAA-CREF U.S. Real Estate Fund I, L.P.), Limited Liability Company Agreement (TIAA-CREF U.S. Real Estate Fund I, L.P.)

AutoNDA by SimpleDocs

Distributions on Excess Shares. Any dividends distributions (whether taxable as a dividenddividends, return of capital distributions upon liquidation, dissolution or winding up or otherwise) on Excess Shares shall be paid to the Excess Share Trust for the benefit of the Charitable Beneficiary. Upon liquidation, dissolution or winding up, the Purported Record Transferee shall receive, for each Excess Share, receive the lesser of (1a) the amount per share of any distribution made upon liquidation, dissolution or winding up and or (2b) the price paid by the Purported Record Transferee for the Excess SharesUnits, or if the Purported Record Transferee did not give value for the Excess SharesUnits, the Fair Market Value Price of the Excess Shares Units on the day of the event causing the Excess Shares Units to be held in trust. Any such dividend paid or distribution paid made to the Purported Record Transferee in excess of the amount provided in the preceding sentence prior to the discovery by the Corporation REIT that the Shares Units with respect to which the dividend or distribution was made had been designated as exchanged for Excess Shares shall be repaid, upon demand, repaid by the Purported Record Transferee to the Excess Share Trust for the benefit of the Charitable Beneficiary.

Appears in 1 contract

Samples: Limited Liability Company Agreement (TIAA-CREF U.S. Real Estate Fund I, L.P.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!