DW Distribution definition

DW Distribution means the distribution, in accordance with Article VIII of the Sixth Amended and Restated Limited Liability Company Agreement of the LLC, as amended up to and including its third amendment, by the LLC of all of its right, title and interest in and to the DWA LLC Interests held directly by the LLC (other than the amount of DWA LLC Interests to be used for the Preferred Redemptions as set forth on Schedule 2.01(a) of the Formation Agreement) to the members of the LLC listed on Schedule 1.01(f) hereto, in the amounts set forth on Schedule 1.01(f).
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DW Distribution has the meaning assigned to such term in the Separation Agreement.
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DW Distribution has the meaning assigned to such term in Section 2.01.
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Examples of DW Distribution in a sentence

  • On the Separation Date, after consummation of the DW Distribution and following effectiveness of the Underwriting Agreement, each Member (or DWI II, in the case of DW Investment Inc.) shall contribute all its right, title and interest in and to the DWA LLC Interests to the Company in exchange for the number of shares of Class A Stock, Class B Stock or Class C Stock, as applicable, set forth on Schedule 2.02 (the "Contribution").

  • Each Person that received DWA LLC Interests in the DW Distribution represents that (i) it will treat the DW Distribution as other than in liquidation of its interest in DW and (ii) its interest in the DWA LLC Interests immediately following the DW Distribution will have a tax basis determined under Section 732(a) of the Internal Revenue Code.

  • On the Separation Date, immediately after effecting the transactions contemplated in Section 2.01 and, in the case of (b), (c) and (d) of this Section 2.02, subject to the effectiveness of the Underwriting Agreement and the execution of the Formation Agreement: the LLC shall make the DW Distribution; the applicable Persons shall make the Preferred Contributions; the LLC shall make the Preferred Redemptions; and each applicable Person shall make the Contribution.

  • Residual DW Distribution .........................................

  • Each Person receiving DWA LLC Interests in the DW Distribution represents that (i) it will treat the DW Distribution as other than in liquidation of its interest in DW and (ii) its interest in the DWA LLC Interests immediately following the DW Distribution will have a tax basis determined under Section 732(a) of the Internal Revenue Code.

  • On the Separation Date, immediately after consummation of the DW Distribution, each Member (or [the Vulcan affiliate], in the case of Vulcan) shall contribute all its right, title and interest in and to the DWA LLC Interests to the Company in exchange for the number of shares of Class A Stock, Class B Stock or Class C Stock, as applicable, set forth on Schedule 2.02 (the "Contribution").

  • Developer allows its ad valorem taxes owed to the City to become delinquent and fails to timely and properly follow the legal procedures for protest and/or Page 6 of 13Performance AgreementLancaster Economic Development Corporation – DW Distribution, Inc.contest of such taxes and to cure such failure within thirty (30) days after written notice thereof from LEDC and/or Dallas County Central Appraisal District is an Event of Default.

  • Page 4 of 13Performance AgreementLancaster Economic Development Corporation – DW Distribution, Inc.

  • Venue for any action arising under this Agreement shall lie in the state district courts or federal courts for Dallas County, Page 7 of 13Performance AgreementLancaster Economic Development Corporation – DW Distribution, Inc.Texas.

  • On the Separation Date, after consummation of the DW Distribution and following effectiveness of the Underwriting Agreement, each Member (or DWI II, in the case of DW Investment Inc.), other than Universal and Thomson, shall contribute all its right, title and interest in and to the DWA LLC Interests to the Company in exchange for the number of shares of Class A Stock, Class B Stock or Class C Stock, as applicable, set forth on Schedule 2.02 (the “Contribution”).

Related to DW Distribution

  • Initial Distribution means the distribution made to holders of Allowed Class C-4 Claims on the Distribution Date.

  • Income Distribution shall be calculated as set forth in subparagraph (A), below, unless the Prospectus provides for the averaging of income distributions, in which case, "Income Distribution" shall be shall be calculated as set forth in subparagraph (B), below. Accordingly, the Unitholder's "Income Distribution" shall be equal to:

  • Final Distribution means any distribution made in redemption of all or a portion of the Up-MACRO Tradeable Shares pursuant to Section 5.2(b) on the earlier of the Final Scheduled Termination Date or an Early Termination Date.

  • Capital Distribution means, with respect to any Person, a payment made, liability incurred or other consideration given for the purchase, acquisition, repurchase, redemption or retirement of any Equity Interest of such Person or as a dividend, return of capital or other distribution in respect of any of such Person’s Equity Interests.

  • Wholesale distribution means distribution of prescription drugs to persons other than consumers or

  • Final Distributions means, with respect to the Certificates of any Trust on any Distribution Date, the sum of (x) the aggregate amount of all accrued and unpaid interest on such Certificates (excluding interest, if any, payable with respect to the Deposits relating to such Trust) and (y) the Pool Balance of such Certificates as of the immediately preceding Distribution Date (less the amount of the Deposits for such Class of Certificates as of such preceding Distribution Date other than any portion of such Deposits thereafter used to acquire Equipment Notes pursuant to the Note Purchase Agreement). For purposes of calculating Final Distributions with respect to the Certificates of any Trust, any Premium paid on the Equipment Notes held in such Trust which has not been distributed to the Certificateholders of such Trust (other than such Premium or a portion thereof applied to the payment of interest on the Certificates of such Trust or the reduction of the Pool Balance of such Trust) shall be added to the amount of such Final Distributions.

  • Main Distribution Frame (MDF) is termination frame for outside facility and inter-exchange office equipment at the central office for DS-0 and DSL services.

  • Cash Distribution means the distribution by the Company to all holders of its Common Stock of cash, other than any cash that is distributed upon a merger or consolidation to which Section 2(h) applies or as part of a distribution referred to in paragraph (4) of Section 2(b).

  • REMIC I Distribution Amount For any Distribution Date, the REMIC I Available Distribution Amount shall be distributed to the REMIC I Regular Interests and the Class R-1 Residual Interest in the following amounts and priority:

  • Qualified distribution means a distribution from a Roth Elective Deferral Account after the Participant has satisfied a five year tax holding period and has attained age 59½, died, or become Disabled, in accordance with Code Section 402A(d). The five year tax holding period is the period of five consecutive taxable years that begins with the first day of the first taxable year in which the Participant makes a designated Roth Elective Deferral under the Plan or to another retirement plan which amount was directly rolled over to the Plan, and ends when five consecutive taxable years have been completed.

  • Post-Distribution Period means any Tax Period beginning after the Distribution Date and, in the case of any Straddle Period, the portion of such Tax Period beginning on the day after the Distribution Date.

  • Monthly Distribution Date means the "Distribution Dates" set forth under "Summary of Essential Financial Information--Estimated Distributions" in the Prospectus Part I for a Trust.

  • Liquidation Distribution has the meaning specified in Section 9.4(d).

  • Class IO Distribution Amount As defined in Section 5.07(f) hereof. For purposes of clarity, the Class IO Distribution Amount for any Distribution Date shall equal the amount payable to the Supplemental Interest Trust on such Distribution Date in excess of the amount payable on the Class IO Interest on such Distribution Date, all as further provided in Section 5.07(f) hereof.

  • Power Transfer Distribution Factor or “PTDF” shall mean a measure of the responsiveness or change in electrical loadings on Transmission Facilities due to a change in electric power transfer from one area to another, expressed in percent (up to 100%) of the change in power transfer in the pre-contingency configuration of a system under study.

  • Pre-Distribution Period means any Taxable period (or portion thereof) ending on or before the Distribution Date.

  • Distribution box means a watertight component that receives effluent from a septic tank or other treatment unit and distributes effluent via gravity in approximately equal portions to two or more distribution laterals in the soil treatment area.

  • REMIC II Distribution Amount shall not cause a reduction in the Class Principal Balances of any of the REMIC II Regular Interests; and

  • Clause A Distribution shall have the meaning specified in Section 14.04(c).

  • Pool Distribution Amount As of any Distribution Date, the funds eligible for distribution to the Holders of the Certificates on such Distribution Date, which shall be the sum of (i) all previously undistributed payments or other receipts on account of principal and interest on or in respect of the Mortgage Loans (including, without limitation, the proceeds of any repurchase of a Mortgage Loan by the Seller and any Substitution Principal Amount) received by the Master Servicer with respect to the applicable Remittance Date in the month of such Distribution Date and any Unscheduled Principal Receipts received by the Master Servicer on or prior to the Business Day preceding such Distribution Date, (ii) all Periodic Advances made by a Servicer pursuant to the related Servicing Agreement or Periodic Advances made by the Master Servicer or the Trustee pursuant to Section 3.03 and (iii) all other amounts required to be placed in the Certificate Account by the Servicer on or before the applicable Remittance Date or by the Master Servicer or the Trustee on or prior to the Distribution Date, but excluding the following:

  • Regular Distribution Date Replacement Liquidity Facility", "Responsible Officer", "Scheduled Payment", "Special Payment", "S&P", "Stated Interest Rate", "Subordination Agent", "Taxes", "Threshold Rating", "Trust Agreement", "Trustee", "Underwriters", "Underwriting Agreement", "United States" and "Written Notice".

  • Distribution main means the portion of any main with which a service line is, or is intended to be, immediately connected;

  • Final Distribution Date The Distribution Date on which the final distribution in respect of the Certificates is made pursuant to Section 9.01.

  • Special Distribution has the meaning set forth in Section 11.4.

  • REMIC III Distribution Amount The REMIC III Available Distribution Amount for any Distribution Date shall be distributed to the Certificates and the Class R-3 Residual Interest in the following amounts and priority:

  • Main Distribution Frame (MDF) means the termination frame for outside facility and inter-exchange office equipment at the CO.