PREFERENTIAL DISTRIBUTIONS. Except for the First Distribution Payment as provided in Section 3.2 below, the holders of the Class C OP Units are entitled to receive, when as determined by the General Partner, quarterly distributions of $0.5575 per Class C OP Unit (the "Preferential Distribution"). The distribution on the Class C OP Units shall be non-cumulative. The Class C OP 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 Class C OP Units (such an event a "Reclassification"). The right of a holder of a Class C OP Unit to receive the Preferential Distribution shall terminate upon the earlier to occur of (i) the exchange of the Class C OP Unit into share(s) of common stock of the Company (an "Exchange Termination Event") and (ii) the payment of a quarterly distribution per OP Unit of at least $0.5575 per unit, as adjusted to reflect a Reclassification (a "Preferential Distribution Termination Event," and together with an Exchange Termination Event, a "Termination Event"). Upon a Preferential Distribution Termination Event, the affected Class C OP Units shall automatically convert to OP Units as described to Section 5.1, provided however, a Preferential Distribution Termination Event shall not by itself terminate such unit's associated Contingent Value Right (as defined in Section 4). While any Class C OP Units are issued and outstanding, the General Partner shall not pay any quarterly distribution in accordance with Section 5.1 of the Agreement with respect to any class of OP Unit that is junior in rank with regard to the payment of distributions pursuant to Section 5.1 of the Agreement prior to the declaration and payment of the Preferential Distribution with regard to any issued and outstanding Class C OP Unit. The Class C OP Units shall rank pari passu with respect to distributions with the Class D OP Units.
PREFERENTIAL DISTRIBUTIONS. On each Distribution Payment Date, the holder of the Series A-1 Preferred Units shall be entitled to receive, on a pari passu basis with the holders of Series A-2 Preferred Units, distributions ("PREFERENTIAL DISTRIBUTIONS") payable in cash in an amount per Series A-1 Preferred 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-1 Preferred Unit shall accrue on a daily basis in an amount equal to the amount dividends accrue each day on each share of 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-1 Preferred Unit or the last preceding Distribution Payment Date (computed with respect to each Series A-1 Preferred Unit assuming such unit was outstanding on 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-1 Preferred 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-1 Preferred Unit during the period ending upon each Distribution Payment Date shall be accumulated and remain unpaid Preferential Distributions with respect to such Series A-1 Preferred Units until paid.
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.
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.
33.2. In connection with the purchase of Shares on behalf of shareholders pursuant to a dividend reinvestment or share purchase plan, the Company will not offer a "discount" to plan participants that exceeds 5% of the fair market value of such Shares (determined as of the date of purchase). For purposes of this representation, the "discount" is deemed to include Xxxxx Lovells US LLP [●], 2016 all administrative fees, brokerage fees or commissions paid by the Company (directly or indirectly by the plan administrator) on behalf of the participating shareholder, unless such fees are administrative fees that are incurred primarily for the benefit of the Company and not primarily for the benefit of the shareholder. The Company has not had, and does not currently have, a dividend reinvestment or share purchase plan.
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.
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
