PREFERENTIAL DISTRIBUTIONS Sample Clauses

PREFERENTIAL DISTRIBUTIONS. Except for the First Distribution Payment as provided in Section 5.2 below, the holders of the Series C Units are entitled to receive, when and as determined by the General Partner, quarterly distributions of $0.5575 per Series C Unit (the "Preferential Distribution"). The distribution on the Series C Units shall be non-cumulative. The Series C Unit distribution is subject to adjustment as determined by the General Partner as equitably required in the event that there is any change in the units of limited partnership of the Partnership or exchange of such units of limited partnership for a different number or kind of units or other partnership interests of the Partnership by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, subdivision or consolidation of such units, change in partnership structure or other event which results in a similar change in the equity position of a holder of Series C Units (such an event a "Reclassification"). The right of a holder of a Series C Unit to receive the Preferential Distribution shall terminate upon the earlier to occur of (i) the redemption of the Series C Unit under Section 7.5 of the Agreement (a "Redemption Termination Event") and (ii) the payment of a quarterly distribution per Common Unit of at least $0.5575 per unit, as adjusted to reflect a Reclassification (a "Preferential Distribution Termination Event," and together with a Redemption Termination Event, a "Termination Event"). Upon a Preferential Distribution Termination Event, the affected Series C Units shall automatically convert to Common Units as described in Section 6 below. While any Series C Units are issued and outstanding, the General Partner shall not pay any quarterly distribution in accordance with Section 5.3 of the Agreement with respect to any class of Common Unit that is junior in rank with regard to the payment of distributions pursuant to Section 5.3 of the Agreement prior to the declaration and payment of the Preferential Distribution (or, with respect to the payment of such distributions with respect to the quarter in which the MeriStar Merger closes, the First Distribution Payment) with regard to any issued and outstanding Series C Unit.
Sample 1
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PREFERENTIAL DISTRIBUTIONS. The holders of the Series D Units are entitled to receive, except to the extent the General Partner, by resolution of its Board of Directors, determines that the Partnership does not have cash available for distribution, with respect to each Series D Unit, a preferential distribution (a "Preferential Distribution") equal to the excess, if any, of (x) a preferred distribution right at the rate of 6.5% per annum, compounded quarterly to the extent not distributed (the "Preferred Return"), with respect to an amount equal to $22.16 (the " Preferred Capital") per Series D Unit over (y) the aggregate of all amounts previously distributed to such Series D Unit. While any Series D Units are issued and outstanding, the General Partner shall not pay any quarterly distribution in accordance with Section 5.3 of the Agreement with respect to any class of Partnership Unit that is junior in rank with regard to the payment of distributions prior to the declaration and payment of the Preferential Distribution (or, with respect to the payment of such distributions with respect to the quarter in which the MeriStar Merger closes, the First Distribution Payment) with regard to any issued and outstanding Series D Units.
Sample 1
PREFERENTIAL DISTRIBUTIONS. On each Distribution Payment Date, the holder of the Series A Preferred Partnership Units shall be entitled to receive preferential distributions ("PREFERENTIAL DISTRIBUTIONS") payable in cash in an amount per Series A Preferred Partnership Unit equal to the per share dividend payable on the Series A Preferred Stock on such Distribution Payment Date. The Preferential Distributions on each Series A Preferred Partnership Unit shall accrue on a daily basis in an amount equal to the rate at which dividends accrue on the Series A Preferred Stock under the Series A Preferred Stock Certificate of Designations from the later of the first day of issuance of any Series A Preferred Partnership Unit or the last preceding Distribution Payment Date (computed with respect to each Series A Preferred Partnership Unit assuming such unit was outstanding in the last preceding Distribution Payment Date). Such Preferential Distributions shall accrue whether or not they have been declared and whether or not the Partnership has the earnings, profits, surplus or other funds legally available for the payment of such distributions. All accrued and unpaid Preferential Distributions on the Series A Preferred Partnership Units shall be fully paid or declared with funds irrevocably set apart for payment, and funds shall be irrevocably set apart (but need not be escrowed) for payment of Preferential Distributions on the next succeeding Distribution Payment Date, before any distribution or payment can be made with respect to any Junior Partnership Units other than distributions or payments made (1) in the form of Junior Partnership Units or REIT Shares (as defined in the Limited Partnership Agreement), (2) in connection with the reacquisition of shares of Common Stock in connection with the Escrow Agreement dated as of October 23, 1998, by and among the Partnership, Chelsea GCA Realty Partnership, LP and The First National Bank of Chicago (the "ESCROW AGREEMENT") and (3) in connection with any redemption, purchase or other acquisition made pursuant to the provisions of Article XII of the General Partner's Certificate of Incorporation. To the extent not paid on each Distribution Payment Date, all Preferential Distributions which have accrued on each Series A Preferred Partnership Unit during the period ending upon each Distribution Payment Date shall be accumulated and remain unpaid Preferential Distributions with respect to such Series A Preferred Partnership Units until paid.
Sample 1
PREFERENTIAL DISTRIBUTIONS. It is agreed the Signature Leisure, Inc., which has made an initial capital investment of $100,000.00, shall receive a distribution, as return of capital, equal to $1000.00 from the proceeds of each of the first one hundred (100) cars sold by Company hereafter, such sums to be payable upon receipt and collection of good funds by Company. ARTICLE 8
Sample 1
PREFERENTIAL DISTRIBUTIONS. Leibov and the Investor hereby agree that: (i) in the event that the Company makes any distributions of charter capital in respect of its ordinary registered shares, the entire amount of any such distribution shall be allocated and paid to the Investor until such time as it shall have recouped $425,000 of its additional capital contributions to the Company; and ii) after the Investor shall have recouped $425,000 of its additional capital contributions, all further distributions by the Company in respect of its ordinary registered shares shall be made on a pro rata basis.
Sample 1
PREFERENTIAL DISTRIBUTIONS. 33.1. The Company has not made and will not make any distribution to its shareholders with respect to the Shares unless such distribution is pro rata, with no preference to any shares of stock of a particular class or series as compared with other shares of the same class or series, or any distribution that gives a preference to one class or series of shares as compared with another class or series except to the extent that the former is entitled (without reference to waivers of their rights by shareholders) to such preference. The Company acknowledges that no portion of any distribution considered “preferential” can be taken into account in satisfying the distribution requirements under Code § 857(b)(2) described in Paragraph 32. For purposes of the representations regarding preferential distributions, the terms “shares” and shareholders include restricted shares and restricted shareholders.
Sample 1
PREFERENTIAL DISTRIBUTIONS. Except for the First Distribution Payment as provided in Section 5.2 below, the holders of the Series C Units are entitled to receive, when and as determined by the General Partner, quarterly distributions of $0.5575 per Series C Unit (the "Preferential Distribution"). The distribution on the Series C Units shall be non-cumulative. The Series C Unit distribution is subject to adjustment as determined by the General Partner as equitably required in the event that there is any change in the units of limited partnership of the Partnership or exchange of such units of limited partnership for a different number or kind of units or other partnership interests of the Partnership by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, subdivision or consolidation of such units, change in partnership structure or other event which results in a similar change in the equity position of a holder of Series C Units (such an event a "Reclassification"). The right of a holder of a Series C Unit to receive the Preferential Distribution shall terminate upon the earlier to occur of (i) the redemption of the Series C Unit under Section 7.5 of the Agreement (a "Redemption Termination Event") and (ii) the payment of a quarterly distribution per Common Unit of at least $0.5575 per unit, as adjusted to reflect a Reclassification (a "Preferential Distribution Termination Event," and together with a Redemption Termination Event, a "Termination Event"). Upon a Preferential Distribution Termination Event, the affected Series C Units shall automatically convert to Common Units as described in Section 6 below. While any Series C Units are issued and outstanding, the General Partner shall not pay any quarterly distribution in accordance with Section 5.3 of the Agreement with respect to any class of Common Unit that is junior in rank with regard to the payment of distributions pursuant to Section 5.3 of the Agreement prior to the declaration and payment of the Preferential Distribution with regard to any issued and outstanding Series C Unit.
Sample 1
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Related to PREFERENTIAL DISTRIBUTIONS

  • Special Distributions In case the Company shall fix a record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(c) and 4(d) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(e) above), the Warrant Price to be in effect on and after such record date shall be adjusted by multiplying the Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, and (ii) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant prior to the date such subsequent adjustment was made. h.

  • 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).

  • Preferred Distributions For any period and without duplication, all Distributions paid, declared but not yet paid or otherwise due and payable during such period on Preferred Securities issued by the Borrower or any of its Subsidiaries or REIT. Preferred Distributions shall not include dividends or distributions: (a) paid or payable solely in Equity Interests of identical class payable to holders of such class of Equity Interests; (b) paid or payable to the Borrower or any of its Subsidiaries; or (c) constituting or resulting in the redemption of Preferred Securities, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full.

  • 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.

  • Final Distributions Section 8.01. Sale of Receivables or Certificateholders' Interest pursuant to Section 2.06 or 10.01 of the Agreement and Section 7.01 or 7.02 of this Supplement.

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

  • 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:

  • Certain Distributions If the Company elects to:

  • 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:

  • Distributions Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

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