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.
Special Distributions. On each date on which amounts are required to be paid to Lender under any of the Loan Documents (or required be disbursed to the Mezzanine Collection Account, if applicable) Borrower shall exercise its rights under the First Mezzanine Borrower Company Agreement to cause Senior Mezzanine Borrower to make to Borrower a distribution in an aggregate amount such that Lender shall receive the amount required to be disbursed to the Mezzanine Collection Account or otherwise paid to Lender on such date.
Special Distributions. In case the Company shall declare a dividend or make any other distribution (excluding dividends payable in Shares and other dividends or distributions referred to in Section 6(a), including, without limitation, in cash, property or assets, to holders of Shares (a “Special Distribution”), then the board of directors of the Company shall make provision so that upon the exercise of this Warrant, the Holder of this Warrant shall be entitled to receive such dividend or distribution that the Holder would have received had this Warrant been exercised immediately prior to the record date for such dividend or distribution. When a Special Distribution is authorized by the board of directors of the Company to be made, the Company shall promptly notify the Holder of this Warrant of such event in writing and the dividend or other distribution that the Holder of this Warrant are entitled to receive.
Special Distributions. On each date on which amounts are required to be disbursed to Lender pursuant to the Mortgage Loan Agreement, or are required to be paid to Lender pursuant to any of the Loan Documents, Borrower shall exercise its rights under the Organizational Documents of Mortgage Borrower to cause Mortgage Borrower to make to Borrower a distribution in an aggregate amount such that Lender shall receive the amount required to be disbursed pursuant to the Mortgage Loan Agreement.
Special Distributions. On each date on which amounts are required to be disbursed to the Mezzanine Cash Management Account pursuant to the terms of the Cash Management Agreement or are required to be paid to Lender under any of the Loan Documents, Borrower shall exercise its rights under the Mortgage Borrower Company Agreement to cause Mortgage Borrower to make to Borrower a distribution in an aggregate amount such that Lender shall receive the amount required to be disbursed to the Mezzanine Cash Management Account or otherwise paid to Lender on such date.
Special Distributions. Notwithstanding anything to the contrary set forth in this Agreement:
(i) following Asset HoldCo’s contribution, assignment, transfer, and conveyance (or caused contribution, assignment, transfer and conveyance) to the Partnership of certain System Assets (as defined in the 2008 Contribution Agreement) and the Western Gas Wyoming Interest (as defined in the 2008 Contribution Agreement) owned by Asset HoldCo, as contemplated by the Contribution Agreement dated November 11, 2008 (the “2008 Contribution Agreement”), among Western Gas Resources, Inc., a Delaware corporation (“WGR”), Holdings, Asset HoldCo, the General Partner, OLP GP, Operating Partnership, and the Partnership, the Partnership shall distribute $175,000,000 in cash to Holdings (without a corresponding distribution to the General Partner or the Limited Partners) as provided for in the 2008 Contribution Agreement;
(ii) following Asset HoldCo’s contribution, assignment, transfer, and conveyance (or caused contribution, assignment, transfer and conveyance) to the Partnership of certain System Assets (as defined in the 2009 Contribution Agreement) and the Chipeta Interest (as defined in the 2009 Contribution Agreement) owned by Anadarko Uintah Midstream, LLC, a Delaware limited liability company (“AUM”), as contemplated by the Contribution Agreement dated July 10, 2009 (the “2009 Contribution Agreement”), among AUM, WGR, Asset HoldCo, Holdings, XXX GP, Inc., a Delaware corporation (“XXX GP”), the General Partner, the Partnership, OLP GP, the Operating Partnership and Anadarko, the Partnership shall distribute $101,450,500 in cash to Holdings (without a corresponding distribution to the General Partner or the Limited Partners) as provided for in the 2009 Contribution Agreement;
(iii) following Asset HoldCo’s contribution, assignment, transfer, and conveyance (or caused contribution, assignment, transfer and conveyance) to the Partnership of the System Assets (as defined in the Xxxxxxx Contribution Agreement) owned by Mountain Gas Resources LLC, a Delaware limited liability company (“MGR”), as contemplated by the Contribution Agreement dated January 29, 2010 (the “Xxxxxxx Contribution Agreement”), among MGR, WGR, Asset HoldCo, Holdings, XXX GP, the General Partner, the Partnership, OLP GP, the Operating Partnership and Anadarko, the Partnership shall distribute $241,680,000 in cash to Holdings (without a corresponding distribution to the General Partner or the Limited Partners) as provided for in the ...
Special Distributions. 12.1 It is intended that (a) the creation of, transfer of assets to, and irrevocability of, the Trust will not cause the Plan to be other than "unfunded" for purposes of title I of ERISA; (b) transfers of assets to the Trust or the Trust becoming irrevocable will not be transfers of property for purposes of section 83 of the Code, or any successor provision thereto, nor will such transfers or irrevocability cause a currently taxable benefit to be realized by a Trust Beneficiary pursuant to the "economic benefit" doctrine; and (c) pursuant to section 451 of the Code, or any successor provision thereto, amounts will be includible as compensation in the gross income of a Trust Beneficiary in the taxable year or years in which such amounts are actually distributed or made available to such Trust Beneficiary by the Trustee.
12.2 Notwithstanding anything to the contrary contained in the Plan, if the Trustee obtains an opinion of tax counsel selected by the Trustee to the effect that based upon any of the following occurring after the date of this Agreement:
(a) a change in the federal tax or revenue laws, (b) a decision in a controlling case, (c) a published ruling or similar announcement issued by the Internal Revenue Service, (d) a regulation issued by the Secretary of the Treasury, (e) a decision by a court of competent jurisdiction involving a Trust Beneficiary, or (f) a closing agreement made under section 7121 of the Code that is approved by the Internal Revenue Service and involves a Trust Beneficiary, it is more likely than not that an amount is includible in the gross income of a Trust Beneficiary in a taxable year that is prior to the taxable year or years in which such amount would, but for this Section 12.2, otherwise actually be distributed or made available to such Trust Beneficiary by the Trustee, then the Trustee shall promptly distribute to each affected Trust Beneficiary an amount equal to the amount determined to be includible in gross income in such prior taxable year. The Trustee shall seek such an opinion of tax counsel if and only if requested to do so by the Fiduciary.
12.3 Notwithstanding anything to the contrary contained in the Plan, if a Trust Beneficiary provides evidence satisfactory to the Trustee demonstrating that, as a result of an assertion by the Internal Revenue Service, a final nonappealable binding determination has been made with respect to a taxable year of such Trust Beneficiary that an amount is includible in the gross ...
Special Distributions. Following the consummation of the CIE Sale Transaction, notwithstanding anything to the contrary in this Agreement (including, without limitation, Sections 6.2, 6.3, 6.4, 6.5 and 12.2), the Company shall make special distributions to the Members from the proceeds of the CIE Sale Transaction, as follows:
(a) from time to time, upon the reasonable request of CEC and to the extent (i) permitted by that certain CIE Proceeds and Reservation of Rights Agreement, dated as of September 9, 2016, by and among CIE, CAC, CEC and CEOC, as amended by the Amendment No. 1 to the CIE Proceeds and Reservation of Rights Agreement, dated as of October 7, 2016, entered into by the parties thereto (the “CIE Proceeds Agreement”), and (ii) that there is no action, suit or proceeding preventing such distribution, to the CEC Members, an aggregate cash amount not to exceed the sum of: (x) $235 million for the payment of professional fees and certain other payments as provided in the CIE Proceeds Agreement and that certain Restructuring Support, Forbearance, and Settlement Agreement, dated as of October 4, 2016, entered into by and among CEOC, CEC, CAC and the other parties thereto, and (y) $50 million to replenish a deposit previously made by CEC for the support or advancement of a proposed casino project in South Korea (collectively, the “CEC Special Distributions”); and
(b) from time to time, when and as determined by the Managing Member, to CAC, an aggregate cash amount not to exceed the CAC Tax Liability Amount (the “CAC Special Distributions”). In addition, notwithstanding anything to the contrary in this Agreement, the parties hereto agree that (i) the Special Distributions shall not be taken into account for purposes of determining the amounts that any Member is entitled to receive under Sections 6.3 or 12.2, except to the extent provided in Section 12.2(c); (ii) without limiting the Special Distributions, no other distribution that constitutes a Tax Distribution shall be made to any Member as a result of any income or gains arising out of the CIE Sale Transaction; (iii) the proceeds of the CIE Sale Transaction used to pay the Special Distributions shall not be deemed proceeds of a Liquidation Event or a Partial Liquidation for purposes of this Agreement and the remaining proceeds of the CIE Sale Transaction shall be distributed at such time as the Managing Member shall determine as a Partial Liquidation in accordance with this Agreement; and (iv) for purposes of Section 6.2 ...
Special Distributions. In case the Company shall declare a dividend or make any other distribution (excluding dividends payable in shares of its Common Stock and other dividends or distributions referred to in Section 2(a)), including, without limitation, in property or assets, to holders of Common Stock (a “Non-Cash Distribution”), then the board of directors of the Company shall make provision so that upon the exercise of the Warrant, the Holder or the Holder’s subsequent permitted transferee(s) shall be entitled to receive such dividend or distribution that the Holder would have received had the Warrant been exercised immediately prior to the record date for such dividend or distribution. In case the Company shall declare a dividend or make any other distribution in cash or cash equivalents to holders of Common Stock (a “Cash Distribution” and together with a Non-Cash Distribution, a “Special Distribution”), then the Exercise Price in effect immediately prior to such Cash Distribution will be reduced by the per share amount of any such Cash Distribution. When a Special Distribution is made, the Company shall promptly notify the Holder of such event in writing and the dividend or other distribution that the Holder is entitled to receive.
Special Distributions. If at any time after the date hereof and before the Acquisition Closing Date, the Corporation issues or distributes to the holders of all or substantially all of the outstanding Common Shares, securities of the Corporation, including rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares or property or assets, including evidences of indebtedness, and other than as a result of a Common Share Reorganization or a Capital Reorganization, or a record date for any of the foregoing events occurs, there will be an appropriate adjustment in the number of Common Shares to be issued pursuant to Subscription Receipts or, at the option of the Corporation, such securities, property or assets may be issued to the Subscription Receipt Agent and delivered to the Receiptholders and, for the same aggregate consideration payable, if any, in addition to the number of Common Shares to which such Receiptholder was theretofore entitled, the Receiptholder will be entitled to receive such securities, property or assets as if on the record date at which holders of Common Shares are determined for the purpose thereof, such Receiptholder had been the registered holder of the number of Common Shares to which the Receiptholder was then entitled.
