Non-liquidation Distributions Sample Clauses

Non-liquidation Distributions. Partnership Cash Flow for each Year of the Partnership, to the extent available, will be distributed within 60 days after the end of each Year of the Partnership, or earlier in the discretion of the General Partner, proportionately among the Partners based on their respective Percentage Interests in the Partnership at the time of distribution. Partnership Sales Proceeds and Partnership Refinancing Proceeds will be distributed within 60 days of the Capital Transaction giving rise to such proceeds, or earlier in the discretion of the General Partner, proportionately among the Partners based on their respective Percentage Interests in the Partnership as of the date of the Capital Transaction giving rise to such proceeds. The New Limited Partners have no rights to receive any distributions in the future that are made out of the Initial Limited Partners' and General Partner's accrued but undistributed Partnership Cash Flow as of the date the New Limited Partners are admitted to the Partnership. New Limited Partners will be entitled only to Partnership Cash Flow that accrues after the date of their admission to the Partnership as Limited Partners
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Non-liquidation Distributions. 4.1 Distributions in Accordance with Ownership Interests. ---------------------------------------------------- Distributions by the Partnership shall be made in accordance with the Ownership Interests at the time of distribution.
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Non-liquidation Distributions. 13 4.1 Distribution in Accordance with Ownership Interests................................... 13 4.2
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Non-liquidation Distributions. Cash, which the Managers determine is available for distribution to the Members, shall be distributed on a quarterly basis, provided, that the Managers may retain a reasonable reserve of cash for anticipated operating and capital expenditures of the Company. Except for liquidating distributions, which shall be made in accordance with Section 9.4, all amounts distributed shall be distributed to the Members in accordance with their Percentage Interests as of the time of such distribution. All distributions to the Members shall be made in cash, and no Member shall have the right to receive distributions of Property other than cash either during the term of the Company or upon its dissolution. No Member may be compelled to accept a distribution of any Property other than cash from the Company except to the extent all Members receive undivided ownership interests therein that are in proportion to their respective Percentage Interests.
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Non-liquidation Distributions. The Partnership shall distribute Available Cash to the Partners from time to time as determined by the General Partner in its sole discretion. Any cash distributed by the Partnership to the Partners shall be distributed in accordance with the Partners’ respective Percentage Interests as of the date of the distribution, except that the General Partner shall be entitled to a first priority distribution equal to the aggregate amount paid under a TTO Guaranty, to the extent such payment is not the result of a breach thereunder or hereunder by TTO or the General Partner.
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Non-liquidation Distributions. Any distributions other than Class B Unit Non- Liquidation Distribution under Section 5.9 or income tax distributions under Section 5.10 and distributions made under Section 10.3 (any such distribution, “Non-Liquidation Distributions”), and subject to Section
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Non-liquidation Distributions. All Net Cash Flow, if any, attributable to each calendar month of each Fiscal Year (or portion thereof) and distributable other than in connection with the liquidation of the Company shall be applied and distributed as follows: (a) first, to repay loans made by a Member to the Company, if any (including reimbursement of out-of-pocket expenses incurred by a Member for the benefit of the Company); (b) next, in return, pari passu, of each Member’s Additional Capital Contributions made pursuant to Section 4.2, if any; and (c) next, pari passu, to the Members in amounts equal to the aggregate Asset Pool Proceeds to which each Member is entitled based on the Asset Pool Percentages established for each Asset Pool. For the avoidance of doubt, a Member’s Asset Pool Percentages as established for the various Asset Pools shall not be blended; rather, the proceeds attributable to each Asset Pool shall be calculated separately and aggregated for each calendar month or other distribution period.
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Related to Non-liquidation Distributions

  • Liquidation Distributions All property and all cash in excess of that required to discharge liabilities as provided in Section 12.4(b) shall be distributed to the Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 12.4(c)) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable year (or, if later, within 90 days after said date of such occurrence).

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

  • Waiver of Liquidation Distributions In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.

  • Distributions Upon Liquidation Notwithstanding Section 5.1, proceeds from a Liquidating Event shall be distributed to the Partners in accordance with Section 13.2.

  • Distributions in Liquidation Following the dissolution of the Company and the commencement of winding up and the liquidation of its assets, distributions to the Members shall be governed by Section 12.2.

  • Waiver of Liquidation Distributions; Redemption Rights In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases Shares in the IPO or in the aftermarket, any additional Shares so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any Shares into funds held in the Trust Account upon the successful completion of an initial business combination.

  • Liquidating Distributions Notwithstanding anything to the contrary in this Article VII or in Section 8.3 of the Master Agreement, upon the sale of the Property or the dissolution and liquidation of the Series in accordance with the provisions of this Agreement and of Section 8.3 of the Master Agreement, the proceeds of liquidation of the Series or the sale of the Property will be distributed within ninety (90) days of the date of sale of the Property or the dissolution and liquidation in the following order and priority: (i) First, to creditors of the Series, including the Members who are creditors, to the extent otherwise permitted by law, in satisfaction (whether by payment or the making of reasonable provision for payment thereof) of all debts, liabilities, obligations and expenses of the Series, including, without limitation, the expenses incurred in connection with the liquidation of the Series; and (ii) Second, to the Members pro rata in proportion to their holdings of Shares, with such Distributions to be made by the end of the Fiscal Year during which the liquidation occurs (or, if later, ninety (90) days after the date of the liquidation).

  • Character of Liquidating Distributions All payments made in liquidation of the interest of a Unit Holder in the Company shall be made in exchange for the interest of such Unit Holder in Property pursuant to Section 736(b)(1) of the Code, including the interest of such Unit Holder in Company goodwill.

  • Certain Distributions If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan prior to separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the date such distribution is announced, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities (other than rights issued pursuant to a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution per share of Common Stock has a value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company will send written notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least 50 Scheduled Trading Days before the Ex-Dividend Date for such distribution; and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date; provided, further, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not elected another Settlement Method to apply, including pursuant to Section 5.03(A)(i)), then the Company may instead elect to provide such notice at least ten Scheduled Trading Days before such Ex-Dividend Date, in which case (x) the Company must settle all conversions of Notes with a Conversion Date occurring on or after the date the Company provides such notice and on or before the Business Day immediately before the Ex-Dividend Date for such distribution (or any earlier announcement by the Company that such distribution will not take place) by Physical Settlement; and (y) such notice must state that all such conversions will be settled by Physical Settlement; provided, further, that, notwithstanding anything to the contrary in this Section 5.01(C)(i)(3)(a), in the case of any separation, from the Common Stock, of rights issued pursuant to a stockholder rights plan as set forth in clauses (I) and (II) above, in no event will the Company be required to provide such notice before the Business Day after the date the Company becomes aware of the event causing such separation.

  • 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 Issuer ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights and preferences.

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