Distribution Priorities definition

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Distribution Priorities means the values to which a holder of Interests would be entitled if the Company was sold at the Fair Market Value (as such value is implied from the value to be paid to the holders of the Interests Transferred in such sale) and the net proceeds of such sale (after making adequate provision for all debts and liabilities of the Company) were distributed in accordance with the relative rights and privileges set forth in Article VII. For the avoidance of doubt, as of the date of this Agreement, any such net proceeds in respect of the Class A Common Units would be allocated in accordance with Percentage Shares.

Examples of Distribution Priorities in a sentence

If the Underlying Security Issuer redeems Underlying Securities and the previous paragraph does not apply, then the Class B Units designated for a redemption in connection with such redemption of Underlying Securities shall receive the amount with respect to the Class B Present Value Amount allocated for distribution in accordance with the applicable provisions of the Distribution Priorities below, paid as of the date of such redemption as an additional distribution.
Interest shall accrue on the Outstanding Principal Balance on a quarterly basis and become payable upon the Company's Board decision taking into account the Distribution Priorities as defined in the Shareholders' Agreement.
The Company's Board will decide on repayment upon availability of sufficient cash flow taking into account the Distribution Priorities as defined in the Shareholders' Agreement.
Any indemnification payments to the Trustee with respect to Grantor Trustee Expenses shall be treated as a Tower Expense and shall be paid prior to any other expenses, including but not limited to any payments under the Distribution Priorities.
In accordance with the Distribution Priorities, all payments of principal and interest in respect of the Tower Second Loan and the AEW New Loan and all payments of principal and interest in respect of the Sears New Loan and the Sears Redevelopment Cost Obligation (including, without limitation, any such payments payable to Second Lender, AEW New Lender or Sears pursuant to any judgment) are subordinated to the payment in full of the First Loan Base Debt.
SECTION 7.2 Preservation of Information; Communications to Noteholders.......................
If no Additional Interest is paid for the calendar year in which the contributions are made by PTLP, the amount contributed shall be added to the indebtedness under the Amended Tower Second Note as an Additional AEW Advance and shall be payable in accordance with the Distribution Priorities under Section 6.
Thereafter, Tesoro Hawaii will deliver a further Restoration Completion Certificate certifying payment of all costs of Restoration and/or the conclusion of any such contest or dispute and instruction the Inventory Account Bank to transfer any amounts remaining in the Insurance Proceeds Account to the Inventory Collateral Agent for application in accordance with Section 4.1 (Distribution Priorities – Inventory Collateral).
Second Lender, AEW New Lender and Sears hereby confirm such subordination and covenant and agree to be bound by and to observe such subordination and the other Distribution Priorities both prior to and after any Transfer Event, Sears/ST Release Event or any Event of Default.
No Second Lien Secured Party may benefit from a Recovery, and any distribution made to a Second Lien Secured Party as a result of a Recovery will be paid over to the First Lien Agent for application to the First Lien Obligations in accordance with Section 4.1 (Distribution Priorities – Inventory Collateral) or Section 4.2 (Distribution Priorities – ABL Loan Collateral), as applicable.

More Definitions of Distribution Priorities

Distribution Priorities. Ordinary Distribution Date Priority: On any Distribution Date as to which only payments of interest on the Underlying Securities have been received, or to the extent such Distribution Date occurs due to receipt of payments of interest on the Underlying Securities, the Trustee shall apply amounts available: FIRST, to the payment of any accrued and unpaid interest on the Units, and SECOND, to the payment of any accrued and unpaid Expense Administrator’s Fee. Exercise of Warrants Priority: On any Distribution Date occurring in connection with an exercise of the Warrants, or to the extent such Distribution Date occurs due to the exercise of Warrants, whether in whole or in part, whether or not such exercise results in a Trust Wind-Up Event, the Trustee shall apply amounts available in connection with such exercise (corresponding to the amounts allocable to the aggregate Corresponding Underlying Security Amount related to such exercise): FIRST, to the payment of any accrued and unpaid interest on the Units, SECOND, to the payment of the outstanding principal on the Units being called, THIRD, to the payment of $1.50 on each Unit called as an Additional Distribution, if the related Call Date occurs prior to the First Regular Call Date and occurs in connection with a tender offer for the Underlying Securities, FOURTH, to the payment of any accrued and unpaid Expense Administrator’s Fee, including the Expense Administrator Make-Whole Amount, if any, and FIFTH, to the exercising Warrantholders, to the extent such Warrantholders specified or were deemed to specify that their exercise was in connection with a redemption of or a tender offer for the Underlying Securities. If any exercise of Warrants would result in the Trust not having sufficient funds to pay each of items FIRST through FOURTH in full, notwithstanding any other provision in this Trust Agreement (including the Additional Warrants Terms on Schedule III) or the Warrants, such exercise will be rescinded pursuant to Section 1.1(h) or Section 1.1(i) of Schedule III.

Distribution Priorities means the priorities for the allocation and distribution of Cash Flow provided by Section 6 of this Agreement.

Distribution Priorities means (a) with respect to a transaction in which no Preferred Units are transferred or redeemed, the applicable aggregate consideration payable upon consummation of such transaction to all Members in respect of their Interests shall be apportioned among the Units being transferred in such transaction and (b) with respect to any other transaction, the values to which a holder of Interests would be entitled if the Company was sold at the Fair Market Value (as such value is implied from the value to be paid to the holders of the Interests Transferred in such sale) and the net proceeds of such sale (after making adequate provision for all debts and liabilities of the Company) were distributed in accordance with the relative rights and privileges set forth in Article VII (and for the avoidance of doubt, subject to the last sentence of Section 2.1(a)). For the avoidance of doubt, any such net proceeds in respect of the Common Units would be allocated in accordance with Percentage Shares.

Distribution Priorities means the order of payments of the Stock Election Consideration, if any, in accordance with the Charter Documents of the Company. For clarity and illustration, the Stock Election Consideration, if any, shall be paid as follows: (i) first, with respect to shares of Series D Preferred Stock and Series D-1 Preferred Stock as to which a Stock Election has been properly made and not revoked, to all Holders of such shares based on each such Holder’s Percentage Interest until such Holders have received aggregate Parent Common Stock Value equal to the First Tranche Holder Distribution Amount; (ii) second, with respect to shares of Series C Prime Preferred Stock and Series C-1 Prime Preferred Stock as to which a Stock Election has been properly made and not revoked, to all Holders of such shares based on each such Holder’s Percentage Interest until such Holders have received aggregate Parent Common Stock Value equal to the Second Tranche Holder Distribution Amount; (iii) third, with respect to shares of Series C Preferred Stock as to which a Stock Election has been properly made and not revoked, to all Holders of such shares based on each such Holder’s Percentage Interest until such Holders have received aggregate Parent Common Stock Value equal to the Third Tranche Holder Distribution Amount; (iv) fourth, with respect to shares of Series B-2 Preferred Stock, Series B-1 Preferred Stock, and Series B Preferred Stock as to which a Stock Election has been properly made and not revoked, to all Holders of such shares based on each such Holder’s Percentage Interest until such Holders have received aggregate Parent Common Stock Value equal to the Fourth Tranche Holder Distribution Amount; (v) fifth, with respect to shares of Series A Preferred Stock as to which a Stock Election has been properly made and not revoked, to all Holders of such shares based on each such Holder’s Percentage Interest until such Holders have received aggregate Parent Common Stock Value equal to the Fifth Tranche Holder Distribution Amount; (vi) sixth, with respect to shares of Series Seed Prime Preferred Stock as to which a Stock Election has been properly made and not revoked (the “Sixth Tranche Holder Interests”), to all Holders of such shares based on each such Holder’s Percentage Interest until such Holders have received aggregate Parent Common Stock Value equal to the Sixth Tranche Holder Distribution Amount; (vii) seventh, with respect to shares of Series Seed Preferred Stock as to which a ...