Method of Determining Flip Point; Pro Ration of Distributions Sample Clauses

Method of Determining Flip Point; Pro Ration of Distributions. (A) If, as of any Distribution Date, the Managing Member calculates that the Flip Point has occurred during the calendar month preceding such Distribution Date (taking account of the distribution of the Distributable Cash on such Distribution Date), the Managing Member will calculate the lowest percentage (the “Trigger Percentage”) which, when applied to the Tax Costs and Tax Benefits allocable to such calendar month, on the one hand, and to such Distributable Cash, on the other hand, will result in a Class A Unit receiving an amount of Tax Costs and Tax Benefits allocable to such calendar month (such amount of such Tax Costs and Tax Benefits calculated using such Trigger Percentage, the “Tax Cost/Benefit Trigger Amount”) and an amount of cash under Section 5.02(b) (such amount of cash calculated using such Trigger Percentage, the “Cash Trigger Amount”) which collectively will cause the Flip Point to occur. (For avoidance of doubt, if the Distributable Cash is zero, then the Trigger Percentage shall be calculated solely with respect to the Tax Costs and Tax Benefits.) The Tax Cost/Benefit Trigger Amount shall be deemed to precede the Flip Point and shall be allocated in accordance with Section 5.01(a)(i) and the remainder of the tax attributes shall be deemed to succeed the Flip Point and shall be allocated in accordance with Section 5.01(a)(ii). Distributable Cash in an amount equal to the Cash Trigger Amount, if any, shall be distributed to the holders of the Class A Units under Section 5.02(a) or Section 5.02(b), as applicable, and the remainder of such Distributable Cash shall be distributed to the holders of Class A Units and Class B Units under Sections 5.02(c) and 5.02(d), as applicable. In any case in which the provisions of this Article 5 require a special or curative allocation of tax attributes of the Company which causes such allocation to be disproportionate to the sharing of cash under Section 5.02, the calculations under this Section 5.06(b)(v)(A) shall be done on an iterative basis taking account of such special or curative allocation in such manner as to achieve as nearly as practicable the purposes of such allocation.
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Related to Method of Determining Flip Point; Pro Ration of Distributions

  • Method of Determination A determination (if required by applicable law) with respect to Indemnitee’s entitlement to indemnification shall be made as follows:

  • Method of Distribution (a) All distributions with respect to each Class of Certificates on each Distribution Date shall be made pro rata among the outstanding Certificates of such Class, based on the Percentage Interest in such Class represented by each Certificate. Payments to the Certificateholders on each Distribution Date will be made by the Trustee to the Certificateholders of record on the related Record Date by check or money order mailed to a Certificateholder at the address appearing in the Certificate Register, or upon written request by such Certificateholder to the Trustee made not later than the applicable Record Date, by wire transfer to a U.S. depository institution acceptable to the Trustee, or by such other means of payment as such Certificateholder and the Trustee shall agree.

  • ALLOCATION OF DISTRIBUTION FEE Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative:

  • Allocation of Distributions The distributions of the Company shall be allocated entirely to the Member or, if additional member(s) are admitted, the member(s) in proportion to their respective capital accounts.

  • Timing of Distributions (a) Subject to the applicable provisions of the Delaware Act and except as otherwise provided herein, the Managing Member shall pay distributions to the Members associated with such Series pursuant to Section 7.1, at such times as the Managing Member shall reasonably determine, and pursuant to Section 7.2, as soon as reasonably practicable after the relevant amounts have been received by the Series; provided that, the Managing Member shall not be obliged to make any distribution pursuant to this Section (i) unless there are sufficient amounts available for such distribution or (ii) which, in the reasonable opinion of the Managing Member, would or might leave the Company or such Series with insufficient funds to meet any future contemplated obligations or contingencies including to meet any Operating Expenses and outstanding Operating Expenses Reimbursement Obligations (and the Managing Member is hereby authorized to retain any amounts within the Company to create a reserve to meet any such obligations or contingencies), or which otherwise may result in the Company or such Series having unreasonably small capital for the Company or such Series to continue its business as a going concern. Subject to the terms of any Series Designation (including, without limitation, the preferential rights, if any, of holders of any other class of Interests of the applicable Series), distributions shall be paid to the holders of the Interests of a Series on an equal per Interest basis as of the Record Date selected by the Managing Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to any Member on account of its interest in any Series if such distribution would violate the Delaware Act or other applicable law.

  • Timing of Distribution The Company will distribute to the Participant (or to the Participant’s estate in the event of the death of the Participant occurring after a vesting date but before distribution of the corresponding Shares), as soon as administratively practicable after each vesting date, the Shares represented by RSUs that vested on such vesting date.

  • Method of Calculation All calculations under this Section 4 shall be made to the nearest one hundredth of a share.

  • Requirement and Characterization of Distributions; Distributions to Record Holders (a) Within 45 days following the end of each Quarter commencing with the Quarter ending on September 30, 2005, an amount equal to 100% of Available Cash with respect to such Quarter shall, subject to Section 17-607 of the Delaware Act, be distributed in accordance with this Article VI by the Partnership to the Partners as of the Record Date selected by the General Partner. All amounts of Available Cash distributed by the Partnership on any date from any source shall be deemed to be Operating Surplus until the sum of all amounts of Available Cash theretofore distributed by the Partnership to the Partners pursuant to Section 6.4 equals the Operating Surplus from the Closing Date through the close of the immediately preceding Quarter. Any remaining amounts of Available Cash distributed by the Partnership on such date shall, except as otherwise provided in Section 6.5, be deemed to be “Capital Surplus.” All distributions required to be made under this Agreement shall be made subject to Section 17-607 of the Delaware Act.

  • Change in Form or Timing of Distributions All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes:

  • Net Asset Value Distributions Redemptions Transfers Section 1. DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS.

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