Distributions to Limited Partners or Members Sample Clauses

Distributions to Limited Partners or Members. (a) At any time that the Stockholders Agreement is effective with respect to a Sponsor and subject to the limitations set forth in the Stockholders Agreement, such Sponsor agrees that it shall not make any distribution of shares of Common Stock to the limited partners, members, co-investors, stockholders or other equity holders of one or more entities comprising such Sponsor, unless and until such time as it has coordinated such distribution to the satisfaction of the other Sponsors then subject to the Stockholders Agreement to the extent necessary to comply with Section 2.1(a)(iii) of the Stockholders Agreement; provided, however, that each such Sponsor shall discuss such distribution and coordination in good faith.
Sample 1
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Distributions to Limited Partners or Members. From the Closing or, the Distribution if the Exchange Shares are issued to the Contributor, each Investor agrees that it shall not make any distribution of Shares to its partners, members or stockholders without first obtaining consent from each of the other Investors unless in connection with a Transfer to a Charitable Organization.
Sample 1
Distributions to Limited Partners or Members. Each Investor agrees that, until the earlier of (a) 30 months after the Initial Public Offering or (b) the date on which the Sponsor Group of which such Investor is a member beneficially owns less than 10% of the outstanding Common Stock, it shall (i) provide reasonable prior notice to each of the other Investors prior to the distribution of its then unregistered Shares to its partners, members or stockholders and (ii) use reasonable efforts to coordinate in good faith the timing and amount of any such distributions with the other Investors' plans to distribute Shares to their partners, members or stockholders or to sell Shares pursuant to Rule 144 or otherwise.
Sample 1
Distributions to Limited Partners or Members. Each Investor agrees that, until the earlier of (a) the third anniversary of the Initial Public Offering and (b) the date on which the Investors own less than five percent (5%) of all Outstanding Shares, such Investor shall (i) provide at least ten Business Days prior notice to each other Stockholder who holds (individually or together with its Affiliate Funds or other Affiliates) at least five percent (5%) of all Outstanding Shares prior to making any distribution of its then unregistered Shares to its partners, members or stockholders (a “Distribution”) and (ii) use reasonable efforts to coordinate in good faith the timing and amount of any such Distributions with the other Investors’ plans to distribute Shares to their partners, members or stockholders or to sell Shares pursuant to Rule 144 or otherwise. If requested by any Investor effecting a Distribution, the Company and its subsidiaries shall take or cause to be taken all such reasonable actions as may be necessary or desirable in order expeditiously to consummate such Distribution, including executing, acknowledging and delivering any consents, waivers and other documents or instruments as may be reasonably necessary or desirable and instructing the Company’s transfer agent and legal counsel to provide all reasonable assistance with the consummation of such Distribution, including the delivery of any legal opinions that may be required for the removal of restrictive legends or otherwise.
Sample 1

Related to Distributions to Limited Partners or Members

  • Distributions to Members To the extent available after meeting the financial obligations of the Company, and after providing any necessary reserves as determined by the Manager, the Company shall distribute cash and other assets to the Member in a manner determined by the Manager, at such times and on such terms and conditions as deemed appropriate by the Manager.

  • Contributions by Initial Limited Partners (a) On the Closing Date and pursuant to the Underwriting Agreement, each Underwriter shall contribute cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each Underwriter, all as set forth in the Underwriting Agreement.

  • General Partner Gross Income Allocation After giving effect to the special allocations in paragraph 2 but prior to any allocations under subparagraphs 1(a) or 1(b), there shall be specially allocated to the General Partner an amount of (i) first, items of Partnership income and (ii) second, items of Partnership gain during each fiscal year or other applicable period in an amount equal to the excess, if any, of (A) the cumulative distributions made to the General Partner under Section 7.3(b) of the Agreement, other than distributions which would properly be treated as “guaranteed payments” or which are attributable to the reimbursement of expenses which would properly be either deductible by the Partnership or added to the tax basis of any Partnership asset, over (B) the cumulative allocations of Partnership income and gain to the General Partner under this subparagraph 1(c)(i).

  • Capital Contributions of the Partners (a) The Partners have made the Capital Contributions as set forth in Exhibit A.

  • Partnership Funds Pending application or distribution, the funds of the Partnership shall be deposited in such bank account or accounts, or invested in such interest-bearing or non-interest bearing investment, including, without limitation, checking and savings accounts, certificates of deposit and time or demand deposits in commercial banks, U.S. government securities and securities guaranteed by U.S. government agencies as shall be designed by the General Partner. Such funds shall not be commingled with funds of any other Person. Withdrawals therefrom shall be made upon such signatures as the General Partner may designate.

  • Allocations to Additional Limited Partners If any Additional Limited Partner is admitted to the Partnership on any day other than the first day of a Fiscal Year, then Net Income, Net Losses, each item thereof and all other items allocable among Partners and Assignees for such Fiscal Year shall be allocated among such Additional Limited Partner and all other Partners and Assignees by taking into account their varying interests during the Fiscal Year in accordance with Section 706(d) of the Code, using the interim closing of the books method (unless the General Partner, in its sole and absolute discretion, elects to adopt a daily, weekly or monthly proration method, in which event Net Income, Net Losses, and each item thereof would be prorated based upon the applicable period selected by the General Partner). Solely for purposes of making such allocations, each of such items for the calendar month in which an admission of any Additional Limited Partner occurs shall be allocated among all the Partners and Assignees including such Additional Limited Partner. All distributions of Available Cash with respect to which the Partnership Record Date is before the date of such admission shall be made solely to Partners and Assignees other than the Additional Limited Partner, and all distributions of Available Cash thereafter shall be made to all the Partners and Assignees including such Additional Limited Partner.

  • Reports to Limited Partners (a) As soon as practicable after the close of each fiscal quarter (other than the last quarter of the fiscal year), the General Partner shall cause to be mailed to each Limited Partner a quarterly report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal quarter, presented in accordance with generally accepted accounting principles. As soon as practicable after the close of each fiscal year, the General Partner shall cause to be mailed to each Limited Partner an annual report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal year, presented in accordance with generally accepted accounting principles. The annual financial statements shall be audited by accountants selected by the General Partner.

  • Capital Contributions Distributions 10 SECTION 5.1

  • Distributions to Shareholders (a) The Trustees shall from time to time distribute ratably among the Shareholders of any class of Shares, or any series of any such class, in accordance with the number of outstanding full and fractional Shares of such class or any series of such class, such proportion of the net profits, surplus (including paid-in surplus), capital, or assets held by the Trustees as they may deem proper or as may otherwise be determined in accordance with this Declaration. Any such distribution may be made in cash or property (including without limitation any type of obligations of the Trust or any assets thereof) or Shares of any class or series or any combination thereof, and the Trustees may distribute ratably among the Shareholders of any class of shares or series of any such class, in accordance with the number of outstanding full and fractional Shares of such class or any series of such class, additional Shares of any class or series in such manner, at such times, and on such terms as the Trustees may deem proper or as may otherwise be determined in accordance with this Declaration.

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