Partner Distributions. Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder (including to effect a Partner Distribution) pursuant to Section 2.1 or Section 2.2, file any prospectus supplement or post-effective amendments, or include in the initial registration statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder or its counsel (including to effect such Partner Distribution).
Partner Distributions. Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Crestview Holders seeking to effect a Partner Distribution, use its commercially reasonable efforts to file any prospectus supplement or post-effective amendments and shall otherwise take action reasonably necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed necessary by such Crestview Holder, to effect such Partner Distribution (including adding one or more selling equityholders to the registration statement through a prospectus supplement or post-effective amendment, as reasonably necessary or required).
Partner Distributions. If the Intended Method of Distribution includes a Partner Distribution, then the Company shall, at the request of any Participating Holder seeking to effect a Partner Distribution, file any prospectus supplement or post-effective amendments and shall otherwise take any action necessary to include such language, if such language was not included in the initial registration statement, or revise such language if deemed necessary by such Participating Holder, to effect such Partner Distribution.
Partner Distributions. If the Liquidity Event proposed to be initiated by a Sponsor Investor involves a partner distribution or similar redemption of equity interests (any such distribution or redemption, a “Distribution”), then such Sponsor Investor shall deliver the Notice described in Section 3.1(b) with respect to such proposed Distribution at least ten (10) Business Days prior to the proposed Distribution date set forth in such Notice. Each other Stockholder shall have the right to conduct a substantially concurrent Distribution by delivering written notice to the Initiating Investor within five (5) Business Days of receipt of such Notice. The failure by any Stockholder to deliver any such written notice within such period shall be deemed to be an election by such Stockholder not to exercise its participation rights under this Section 3.5 with respect to such contemplated Distribution. Subject to the exercise of such right to participate by any other Stockholder under this Section 3.5, the Initiating Investor shall thereafter be free to distribute the Shares identified in the Notice in the manner and on the general terms and conditions contemplated in such Notice, including the proposed timing of such Distribution. The Issuer agrees to reasonably coordinate with the Stockholders and any other stockholders of the Issuer as requested by any Stockholder in connection with the structuring of any Distribution by such Stockholder. Notwithstanding anything to the contrary set forth herein, any Distribution effected pursuant to this Section 3.5 may be effected prior to the proposed Distribution date set forth in the Notice, provided that (i) each Stockholder that has elected to participate in such Distribution agrees to such earlier date, and (ii) each other Stockholder has waived its right to participate in such Distribution prior to such earlier date (either by providing written notice to that effect to the Initiating Investor or by failing to respond to the Notice within the time period specified above). Notwithstanding anything to the contrary set forth in this Agreement, this Section 3.5 will not apply to Distributions of the type described in Section 3.8(d) hereof.
Partner Distributions. Notwithstanding anything contained herein to the contrary, the Company shall, at the request of Crestview or its equity holders to effect a Partner Distribution under Section 3(a) or 5(a), file any prospectus supplement or post-effective amendments and shall otherwise take action reasonably necessary to include such language, if such language was not included in the initial registration statement, or revise such language if deemed necessary by Crestview or its equity holders, to effect such Partner Distributions (including adding Crestview or one or more selling equity holders to the registration statement through a prospectus supplement or post-effective amendment, as reasonably necessary or required).
Partner Distributions.
4.5.1. This Section 4.5.1 with respect to Partner distributions and the Carried Interest waterfall shall be applied separately with respect to each Investment Period and the Investments attributable thereto. For purposes of this Section 4.5.1, each Investment will be attributed to the Investment Period during which such Investment is made except as modified in Paragraph 4.5.2 and provided that a Follow-On Investment will be attributed to the Investment Period in which the related Investment was made. With respect to each Investment Period, Distribution Proceeds shall be apportioned among the Partners: (i) in the case of Distribution Proceeds resulting from a specific realized investment, pro rata in proportion to each Partner’s respective participation in such investment which generated such Distribution Proceeds, and (ii) in the case of Distribution Proceeds not resulting from a specific realized investment (which will be attributed to the Investment Period in which such Distribution Proceeds are earned), pro rata in proportion to each Partner’s respective Capital Contributions and in each case shall be subject to the provision for a Special Tax Distribution to the General Partner pursuant to Paragraph 4.5.3. The amount so apportioned to each Partner shall be reduced by such amounts as are used to pay (or to establish reserves to pay) any expenses or other fixed or contingent obligations or liabilities of the Partnership that are attributable to such Partner (including any Management Fee to be borne by a Limited Partner) and a specific Investment Period, in accordance with Section 4.2. The net amount apportioned to the General Partner with respect to such Investment Period shall be distributed in its entirety to the General Partner. The net amount apportioned to each Limited Partner shall be distributed as follows:
(a) First, one hundred percent (100%) to such Limited Partner until the amount distributed pursuant to this Subparagraph 4.5.1(a) to such Limited Partner is equal to its then Unreturned Capital Contributions in respect of such Investment Period, but only to the extent not previously distributed pursuant to this Subparagraph 4.5.1(a);
(b) Second, one hundred percent (100%) to such Limited Partner until such Limited Partner has received, without duplication, cumulative distributions equal to an annualized, cumulative Internal Rate of Return, compounded annually, of seven percent (7%) (unless another percentage is expressly agreed, in writing,...
Partner Distributions. Notwithstanding Section 6.1, upon a Termination Event, distributions shall be made between the Series GO Limited Units and the other Participating Partnership Units as follows:
6.5.1 First, to the Participating Partnership Units in proportion to their Partnership Units until the General Partner Units have received 70% of their Original Capital Contributions reduced by prior distributions received pursuant to Section 6.6.
6.5.2 Second, to the Participating Partnership Units in proportion to their Partnership Units until each Participating Partnership Unit has received a Participating Amount.
6.5.3 Third, to the Participating Partnership Units (other than the Series GO Limited Units) in proportion to their Partnership Units until the General Partner Units have received any remaining unreturned Original Capital Contributions.
6.5.4 Fourth, to the Series GO Limited Partners in proportion to their Series GO Limited Units until the amount distributed to the Series GO Limited Partners per Series GO Limited Unit is equal to the amount distributed to the Participating Partnership Units per Participating Partnership Unit (other than the Series GO Limited Partners) pursuant to Section 6.5.3.
6.5.5 Fifth, to the Participating Partnership Units in proportion to their Participating Partnership Units.
Partner Distributions. Notwithstanding anything contained herein to the contrary, the Parent shall, at the request of any Holder (including to effect a Partner Distribution) pursuant to Section 2.1 or Section 2.2, file any prospectus supplement or post-effective amendments, or include in the initial registration statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder or its counsel (including to effect such Partner Distribution).
Partner Distributions. For so long as 144 Coordination is in effect, each Sponsor shall provide at least five (5) Business Days’ notice to the other Sponsors in advance of any Partner Distribution by such Sponsor, and, until the second anniversary of the Closing, no Partner Distribution shall be made by the OTPP Investors or the TCP Investors without the prior written consent of the AEA Investors.
2.3.1. For purposes of this Agreement, so long as 144 Coordination is in effect, Partner Distributions shall be limited to the number of Registrable Securities that the applicable holder of Registrable Securities would have been permitted to Transfer under Rule 144 pursuant to the proviso in the first sentence of Section 2.2.1, and, for purposes of this Agreement, will reduce on a Registrable Security for Registrable Security basis the number of Registrable Securities that such holder of Registrable Securities is permitted to Sell under Rule 144, whether individually or as part of a Related Group, to the extent such Partner Distribution is required by law to be taken into account for purposes of the Rule 144 Group Volume Limit applicable to such Related Group.
Partner Distributions. Make any distribution to any of its --------------------- partners of any payment received as a Pari Passu Distribution during any Fiscal Year until after the Annual Audited Reconciliation Date for such Fiscal Year and until after taking into account any adjustment required by Section 6. 1 hereof
