LLC Distribution Sample Clauses

LLC Distribution. Each Sunbelt Shareholder and LLC confirms and agrees that the foregoing representations and warranties in this Article VI apply to the Group Stock to be issued by Group to LLC at the Closing and thereafter to be distributed by LLC to its members, who are the Sunbelt Shareholders. LLC shall be deemed to be a Shareholder for purposes of the foregoing representations and warranties and confirms the accuracy of such representations and warranties as to it, with the exception that it intends to immediately distribute the Group Stock received by it to its members.
Sample 1
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LLC Distribution. The Company shall have distributed to the Shareholders all of the membership and other equity interests of R&S Holding Company, LLC, a California limited liability company (the "LLC"), held by the Company (the "LLC Distribution").
Sample 1
LLC Distribution. On the Closing Date, the LLC shall make a distribution to Seller in an amount equal to Eleven Million Six-Hundred Sixty-Seven Thousand Dollars ($11,667,000), multiplied by a fraction, the numerator of which corresponds to the day of the month of the Closing Date (e.g., if the Closing Date is on the 6th day of a month, the numerator would be 6), and the denominator of which is the number of days in the month in which the Closing Date occurs. Additionally and in the event that the Closing Date occurs prior to the eleventh (11th) day of the month (or, in the event that the eleventh (11th) day of the month falls on a weekend or holiday, on the first business day after the eleventh (11th) day of the month), the LLC shall make a distribution to Seller in an amount equal to Eleven Million Six-Hundred Sixty-Seven Thousand Dollars ($11,667,000) in respect of the month immediately preceding the month in which the Closing Date occurs in lieu of any other distributions to which Seller might be entitled in respect of such month. By way of example, if the Closing Date occurs on September 6, 2011, at Closing Seller would be entitled to a distribution in the amount of $14,000,400 [(6÷30) x $11,667,000 + $11,667,000]. By way of further example, if the Closing Date occurs on September 20, 2011, and the LLC has not yet made its monthly distributions to its members in respect of the month of August 2011, at Closing Seller would be entitled to a distribution in an amount equal to $7,778,000 (20÷30 x $11,667,000), plus an amount equal to the distribution in respect of the month of August 2011 to which Seller is entitled pursuant to the Operating Agreement and the distribution guidelines of the LLC in 2010 and 2011 through the date hereof. By way of further example, if the Closing Date occurs on September 20, 2011, and, prior to such date, the LLC has made its monthly distributions to its members in respect of the month of August 2011, at Closing Seller would be entitled to a distribution in the amount of $7,778,000 (20÷30 x $11,667,000).
Sample 1

Related to LLC Distribution

  • REMIC Distributions On each Distribution Date the Trustee shall be deemed to have allocated distributions to the REMIC I Regular Interests, REMIC II Regular Interests, Class CE Interest, Class P Interest and Class IO Interest in accordance with Section 5.07 hereof.

  • Basic Distributions Except as otherwise provided in Sections 3.02 and 3.03 hereof, each periodic payment of principal or interest on the Equipment Notes received by the Mortgagee shall be promptly distributed in the following order of priority:

  • Pro Rata Distributions During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

  • Final Distribution The liquidator will distribute any assets remaining after the discharge or accommodation of the Company’s debts, obligations and liabilities to the Member.

  • Special Distribution If and whenever the Company shall issue or distribute to all or substantially all the holders of Common Stock:

  • Deemed Distribution and Recontribution Notwithstanding any other provision of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, the Partnership shall be deemed to have distributed the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership property in kind to the Partnership, which shall be deemed to have assumed and taken such property subject to all such liabilities.

  • Liquidation Distribution Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03.

  • Residual Distributions If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their respective rights and preferences.

  • Liquidating Distribution In the event of the dissolution of the Partnership for any reason, the Partnership assets shall be liquidated for distribution in the following rank and order:

  • Regular Distributions Subject to the rights of the holders of Preferred Units ranking senior to or on parity with the Series H Preferred Units, the holders of Series H Preferred Units shall be entitled to receive on each Distribution Payment Date, out of assets of the Partnership legally available for the payment of the distributions, monthly cumulative cash distributions at the following rates per annum on the $1,000 liquidation preference per Series H Preferred Unit:

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