Partial Liquidation Sample Clauses

Partial Liquidation. The provisions applying to the conditions and procedure of a partial liquidation are set out in separate regulations.
Sample 1
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Partial Liquidation. The provisions applying to the conditions and procedure of a partial liquidation are set out in separate regulations. 1 In the event of underfunding, the Board of Trustees shall consult with the recognised occupational benefits expert to determine appropriate measures to remedy the underfunding. If necessary, the interest rate on retirement assets must be reduced, the contributions increased or the benefits, including current pensions in excess of BVG benefits, adjusted to the available funds after prior consultation with the supervisory authority. These measures may be combined. As long as the underfunding persists and the interest rate on the retirement accounts (Art. 24 para. 2 lit. f) is below the BVG minimum interest rate, the minimum amount pursuant to Art. 17 FZG shall also be calculated at the interest rate applicable to the retirement accounts.
Sample 1
Partial Liquidation. If any Limited Partner receives subsequent to the Anniversary Date distributions which, when compared to the distributions received by the other Partners, is not proportionate to the relative Post-Conversion Sharing Ratios of the Partners, the Post-Conversion Sharing Ratios shall be adjusted with respect to items of income and loss accruing subsequent to the date of such distribution as necessary to equitably reflect the effect of such disproportionate distribution.
Sample 1
Partial Liquidation. Subject to the last sentence of this subparagraph (4), in case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, shares of any class or series of capital stock, cash or assets (including securities, but excluding any rights or warrants referred to in subparagraph (1), any dividend or distribution paid exclusively in cash and any dividend or distribution referred to in subparagraph (1) of this paragraph E., the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion
Sample 1
Partial Liquidation. (a) The Buyer shall (i) during a period of five (5) years following the Closing Date refrain from any actions, and procure that the Company refrains from any actions, that could lead to an indirect partial liquidation (indirekte Teilliquidation) as defined in article 20a of the Swiss Federal Act on Direct Federal Taxation (Bundesgesetz über die direkte Bundessteuer) and the corresponding cantonal Tax provisions and thus to a reclassification of the relevant Sellers' private capital gain to taxable income from investment and (ii), irrespective of any fault or knowledge and without being subject to any limitations under this Agreement or under the CO, indemnify and hold harmless the Sellers (except the Sellers 1, 8, 9, 10, 11, 13 and 14) from and against all Taxes, damages and any reasonable professional or other out-of-pocket fees, expenses or other costs incurred in or in connection with or in connection with the reclassification of the Sellers' income as described in this Section 8.1. (b) In the event any of the Sellers receive from the Tax Authorities the notification and/or assessment concerning the reclassification of the relevant Sellers' private capital gain to taxable income from investment, such Seller shall give the Buyer notice as soon as reasonably practicable, but at the latest five (5) Business Days after receipt of the notification. The Buyer shall have the right to instruct the respective Seller, and the respective Seller in such case shall be obliged, to appeal (Einsprache) against such notification and thereafter initiate legal proceedings. Any and all such legal proceedings shall be at the costs and expenses of the Buyer. However, the Buyer shall not indemnify the respective Seller for own (legal or tax) advisors. In case the respective Seller engages its own (legal or tax) advisors, the costs of such own (legal or tax) advisors shall be borne by the respective Seller and such own (legal or tax) advisors shall not have the right to file the appeal (Einsprache), which is to be prepared by the Buyer (it being agreed that the Buyer shall provide the draft appeal reasonably in advance prior to filing to such Seller or his or her own (legal or tax) advisors and shall take into account any reasonable comments). If a Seller breaches his or her obligations set out in this Section 8.1(b), such Seller's rights to be indemnified under this Section 8.1 shall be precluded and forfeited (verwirkt). (c) The Buyer undertakes to impose its obligations und...
Sample 1
Partial Liquidation. Subject to the size of the client’s portfolio, the client shall give 7 days’ notice in writing to the effect a partial withdrawal not exceeding 10% of the market value of the securities, funds and other property comprising the client’s account(s) and 21 days prior written notice in the case of partial withdrawals exceeding 10% of the market value of the client’s assets but not amounting to a total liquidation of investment; provided however that the client acknowledges that in the case of investment held in emerging market and, in particular, in Nigeria, delay in redemption are likely given the relative illiquidity of these markets.
Sample 1
Partial Liquidation. In case the Liquidation Event results (i) from an exclusive license of less than 100% (one hundred percent) of the assets of the Company, (ii) from a sale of less than 100% (one hundred percent) of the assets of the Company, or (iii) from a sale of less than 100% (one hundred percent) of the shares of the Company, all Parties participating in such sale shall participate and/or dispose of their Shares on a pro rata basis and the sales proceeds shall be distributed amongst such Parties participating in such sale pursuant to the calculation of the Liquidation Preference pursuant to section 4.4.2 whereby the implied value of 100% (one hundred percent) of the assets and/or the Shares of the Company shall be used for such calculation. In each such case, the remaining assets and/or shares not covered by such partial liquidation shall be deemed the new 100% basis for determining whether and to what extent a subsequent Liquidation Event occurs pursuant to this section 4.4.
Sample 1
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Partial Liquidation. Supplemental to this Agreement, the Company agrees to dividend out, on a basis acceptable to it without any approval on GRG's part, any or all of the GRG shares it receives to its Shareholders as a non-taxable partial liquidation. Upon such dividend, the Company agrees to non longer aggregate international long distance traffic for three (3) years.
Sample 1
Partial Liquidation. Permit all or any portion of a Fund associated with the distribution or elders program to be liquidated and distributed to the Distribution Beneficiaries or permit all or any portion of the Fund associated with the scholarships program to be distributed to one or more foundations, tribes, nonprofit corporations and other organizations that, in the judgment of the Board of Trustees, will promote the purposes of the scholarships program.
Sample 1

Related to Partial Liquidation

  • Cash Liquidation 7 Certificate...................................................................7

  • Dissolution; Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act. (b) Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue. (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member. (d) Upon the completion of the winding up of the Company, the Member shall file a Certificate of Cancellation in accordance with the Act.

  • Winding Up and Liquidation (a) Upon the dissolution of the Company, its affairs shall be wound up as soon as practicable thereafter by the Member. Except as otherwise provided in Section 6.2(c), in winding up the Company and liquidating the assets thereof, the Managers, or other person so designated for such purpose, may arrange for the collection and disbursement to the Member of any future receipts from the Company property or other sums to which the Company may be entitled, or may sell the Company’s interest in the Company property to any person, including persons related to the Member, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof. (b) Upon the dissolution of the Company the assets, if any, of the Company available for distribution and any net proceeds from the liquidation of any such assets, shall be applied and distributed in the following manner or order, to the extent available: (i) To the payment of or provision for all debts, liabilities, and obligations of the Company to any person, and the expenses of liquidation; and (ii) to the Member in accordance with its Interest. (c) Upon dissolution, a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.

  • Dissolution or Liquidation To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company.

  • Time for Liquidation A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.

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

  • Liquidation The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or

  • Liquidation or Dissolution In the event the Company is liquidated or dissolved, the assets of the Company shall be distributed to the Members in accordance with the provisions of Section 11.

  • Liquidation, Dissolution or Winding Up (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to $1,000 per share of Series A Participating Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

  • Winding Up (i) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) The General Partner, or, if there is no remaining General Partner, any Person elected by the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (A) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D) the balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances after giving effect to all allocations in Exhibit B and all prior distributions under Section 5.1. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner), the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, as creditors) or distribute to the Partners (including the Special Limited Partner), in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

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