Special Cash Distributions Sample Clauses

Special Cash Distributions. In case at any time after the date hereof, Company shall, by dividend or otherwise, make a distribution to all holders of its Common Stock consisting exclusively of cash (excluding any cash that is distributed upon a merger or consolidation or a sale or transfer of all or substantially all of the assets of Company to which Section 3.16 applies or as part of a distribution referred to in Section 3.5) in an aggregate amount that, combined together with (i) the aggregate amount of any other distributions to all holders of its Common Stock made exclusively in cash within the 12 months preceding the date of payment of such distribution and in respect of which no adjustment pursuant to this Section 3.6 has been made and (ii) the aggregate of any cash plus the fair market value (as determined by the Board of Directors, whose determination shall be conclusive) of consideration payable in respect of any tender offer by Company or any of its Subsidiaries for all or any portion of the Common Stock concluded within the 12 months preceding the date of payment of such distribution and in respect of which no adjustment pursuant to Section 3.7 has been made, exceeds 12.5% of the product of the current market price per share of Common Stock on the date for the determination of holders of Common Stock entitled to receive such distribution times the number of shares of Common Stock outstanding on such date, then, and in each such case, immediately after the close of business on such date for determination, the Exercise Price shall be decreased so that the same shall equal the rate determined by multiplying the Exercise Price in effect immediately prior to the close of business in the date fixed for determination of the stockholders entitled to receive such distribution by a fraction (A) the numerator of which shall be equal to the current market price per share (determined as provided in Section 3.9) of the Common Stock on the date fixed for such determination less an amount equal to the quotient of (x) the excess of such combined amount over such 12.5% and (y) the number of shares of Common Stock outstanding on such date for determination and (B) the denominator of which shall be equal to the current market price per share (determined as provided in Section 3.9) of the Common Stock on such date for determination. If any dividend or distribution of the type described in this Section 3.6 is declared but not so paid or made, the Exercise Price shall again be adjusted to the Ex...
Sample 1
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Special Cash Distributions. If the Corporation makes a distribution consisting exclusively of cash to all holders of the Common Stock, excluding (A) any Regular Dividend, (B) any cash that is distributed in a merger or other consolidation transaction or as part of a "spin-off"' referred to in clause (iv) above, (C) any dividend or distribution in connection with the Corporation's liquidation, dissolution or winding up, and (D) any consideration payable in connection with a tender or exchange offer made by the Corporation or any of its subsidiaries, then in each event, the Conversion Price in effect immediately prior to the Ex-Date for such distribution will be multiplied by the following fraction: SP0- DIV SP0 Where, SP0= the Fair Market Value on the Business Day immediately preceding the Ex-Date. DIV =the amount per share of Common Stock of the cash distribution, less the amount per share that would have been considered a Regular Dividend, as determined pursuant to the introduction to this paragraph (v). In the event that any distribution described in this clause (v) is not so made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay such distribution, to the Conversion Price which would then be in effect if such distribution had not been declared.
Sample 1
Special Cash Distributions. It is anticipated that the Joint Venture will issue Mortgage Notes on or about September , 2001 in the aggregate principal amount of $ million (the "Mortgage Financing"). The Partners agree that, notwithstanding anything herein to the contrary, the following distributions shall be made by the Joint Venture as soon as practicable following the Mortgage Financing: (a) [$22,100,000] shall be distributed to C; and (b) $10,000,000 shall be distributed to E. As provided in Section 2.1, immediately following such distributions, the Capital Account of E shall exceed the Capital Account of C by $10,000,000.
Sample 1
Special Cash Distributions. Notwithstanding anything herein to the -------------------------- contrary, the Joint Venture shall make the following distributions within 3 business days following the execution of the Agreement: (a) $20,000,000 shall be distributed to C; and (b) $10,000,000 shall be distributed to E.
Sample 1
Special Cash Distributions. Prior to making any distributions -------------------------- in accordance with Section 5.3 or pursuant to any Redemption under Article IX or Liquidation under Article X, and notwithstanding the sufficiency of Cash Available for Distribution, the General Partner shall cause the Partnership to make cash distributions in the following order of priority: (a) first, to the Class A Limited Partners in proportion to and to the extent of the remainder, if any, of (i) the sum of (x) the cumulative items of gross income and gain allocated to such Class A Limited Partners pursuant to Section 4.1(c)(viii) of this Agreement for all prior Allocation Years, and (y) the items of gross income and gain that will be allocated to such Class A Limited Partners pursuant to Section 4.1(c)(viii) as a result of Extraordinary Asset Dispositions and Tax Indemnified Events that have occurred during the current Calculation Period, minus (ii) the cumulative amount of cash that has been distributed to the Limited Partners pursuant to this Section 5.2(a) on all prior Distribution Dates; (b) second, in the event of a partial principal repayment by Borrower of the BOI Loan pursuant to Section 4.3(a) of the BOI Loan Agreement equal to the amount by which the Agreed Value of Contributed Property is reduced on account of a post-closing adjustment made pursuant to Section 11.05(b) of the Contribution Agreement, to the Class B Limited Partners, in proportion to each such Partner's Actual Preferred Capital at such time, in an amount equal to the amount of such principal repayment; and (c) third, in the event the Partnership makes a Disposition of Preferential Right Property pursuant to the exercise by a third party of a preferential right to purchase as contemplated by Section 4.07 of the Contribution Agreement, (i) to the Class B Limited Partners, in proportion to each such Partner's Actual Preferred Capital at such time, in an amount equal to the net proceeds derived from the sale of such Preferential Purchase Property, and (ii) to the Class A Limited Partners, in proportion to each such Partner's Actual Preferred Capital at such time, in an amount equal to the amount received by the Partnership upon Borrower's partial principal repayment of the BOI Loan pursuant to Section 4.3(a) of the BOI Loan Agreement.
Sample 1
Special Cash Distributions. If the Company makes a distribution consisting exclusively of cash to all holders of the Class A Common Stock, excluding (A) any "Regular Dividend," which shall be det1ned as a cash dividend on the Class A Common Stock, the aggregate amount of which does not exceed 30% of the difference between (x) the consolidated net income available to common shareholders of the Company tor the immediately preceding four fiscal quarters and (y) the aggregate amount of any cash dividends paid to holders of Class A Common Stock during the immediately preceding four fiscal quarters, (B) any cash that is distributed in a merger or other consolidation transaction or as part of a "spin-off' referred to in clause (iv) above, (C) any dividend or distribution in connection with the Company's liquidation, dissolution or winding up, and (D) any consideration payable in connection with a tender or exchange offer made by the Company or any of its subsidiaries, then in each event, the Conversion Price in effect immediately prior to the Ex-Date for such distribution will be multiplied by the following fraction: SP 0 - DIV SP0 Where, SP 0 = the Common Fair Value on the Business Day immediately preceding the ExDate. DIV = the amount per share of Class A Common Stock of the cash distribution, less the amount per share that would have been considered a Regular Dividend, as determined pursuant to the introduction to this paragraph (v). In the event that any distribution described in this clause (v) is not so made, the Conversion Price shall be readjusted, effective as of the date the Board publicly announces its decision not to pay such distribution, to the Conversion Price which would then be in effect if such distribution had not been declared.
Sample 1
Special Cash Distributions. If the Company makes a distribution consisting exclusively of cash to all holders of the Common Stock, excluding (A) any "Regular Dividend," (B) any cash that is distributed in a merger or other consolidation transaction or as part of a "spin-off' referred to in clause (iv) above, (C) any dividend or distribution in connection with the Company's liquidation, dissolution or winding up, and (D) any consideration payable in connection with a tender or exchange offer made by the Company or any of its subsidiaries, then in each event, the Conversion Price in effect immediately prior to the Ex-Date for such distribution will be multiplied by the following fraction: SP0 - DIV SP0 Where: SP0 = the Fair Market Value on the Business Day immediately preceding the Ex-Date. DIV = the amount per share of Common Stock of the cash distribution, less the amount per share that would have been considered a Regular Dividend, as determined pursuant to the introduction to this paragraph (v). For such purposes, a "Regular Dividend" means any quarterly cash dividend on Common Stock that, when combined with the amount of all cash dividends and distributions made during the preceding period of 12 months (including for such purposes the amount by which the purchase price with respect to any repurchase of Common Stock made pro rata among all holders thereof exceeds the Fair Market Value of the Common Stock on the date of such pro rata repurchase), does not exceed Six percent (6.0%) ofthe Fair Market Value of the Common Stock outstanding on the record date for determining the shareholders entitled to receive such dividend. In the event that any distribution described in this clause (v) is not so made, the Conversion Price shall be readjusted, effective as of the date the Board publicly announces its decision not to pay such distribution, to the Conversion Price which would then be in effect if such distribution had not been declared.
Sample 1
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Related to Special Cash Distributions

  • Cash Distributions Whenever the Depositary receives confirmation from the Custodian of the receipt of any cash dividend or other cash distribution on any Deposited Securities, or receives proceeds from the sale of any Deposited Securities or any other entitlements held in respect of Deposited Securities under the terms hereof, the Depositary will (i) if at the time of receipt thereof any amounts received in a Foreign Currency can in the judgment of the Depositary (pursuant to Section 4.8) be converted on a practicable basis into Dollars transferable to the United States, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (on the terms described in Section 4.8), (ii) if applicable, establish the ADS Record Date upon the terms described in Section 4.9, and (iii) distribute promptly the amount thus received (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributed shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders of ADSs outstanding at the time of the next distribution. If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders on the ADSs representing such Deposited Securities shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental authority. Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary upon request.

  • Non-Cash Distributions If the Security Agent or any other Secured Party receives a distribution in a form other than in cash in respect of any of the Liabilities, the Liabilities will not be reduced by that distribution until and except to the extent that the realisation proceeds are actually applied towards the Liabilities.

  • 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.

  • 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).

  • Cash Distribution Fee by any Holder of ADSs, a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held for the distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements);

  • Operating Distributions Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

  • 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.

  • Profits and Losses Distributions Until the admission of additional Members, the Original Member shall be entitled to all allocations of LLC profits and losses and to allocations of distributions.

  • Interim Distributions At such times as may be determined by it in its sole discretion, the Trustee shall distribute, or cause to be distributed, to the Beneficiaries, in proportion to the number of Trust Units held by each Beneficiary relating to the Trust, such cash or other property comprising a portion of the Trust Assets as the Trustee may in its sole discretion determine may be distributed without detriment to the conservation and protection of the Trust Assets in the Trust.

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