E&P Distribution definition

E&P Distribution means the one-time special distribution to the Borrower’s stockholders (composed of cash and Capital Stock of the Borrower, subject to a cap on the total amount of cash equal to 20% of the aggregate amount of such distribution plus any cash paid in lieu of the issuance of fractional shares) as required to be eligible to be taxed as a REIT under the Code and as described in more detail as the “E&P Distribution” in the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
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E&P Distribution means that certain earnings and profits distribution to be made by the Company prior to December 31, 2006 in connection with the REIT Conversion.
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E&P Distribution means, collectively, one or more distributions to the shareholders of Host Marriott and/or Host REIT of cash, securities or other property, with a cumulative aggregate value up to the amount estimated in good faith by Host Marriott or Host REIT from time to time as being necessary to assure that Host Marriott and Host REIT have distributed the accumulated earnings and profits (as referenced in Section 857(a)(2)(B) of the Code) of Host Marriott as of the last day of the first taxable year for which Host REIT's election to be taxed as a real estate investment trust is effective. Notwithstanding any other provision of this Agreement to the contrary, the E&P Distribution may include shares of common stock or redeemable preferred stock of Host REIT (and the Borrower may issue OP Units corresponding to such shares), and, if redeemable preferred stock is issued in connection with the E&P Distribution, Host REIT shall be permitted to redeem (and within 60 days after the issuance thereof shall redeem) such redeemable preferred shares (and Borrower shall be permitted to redeem the corresponding OP Units) in accordance with the terms thereof, provided that the amount of such redemption obligation -------- actually paid in cash shall be included in the limit on the portion of the E&P Distribution payable in cash as set forth in Section 9.03(b).
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Examples of E&P Distribution in a sentence

  • Notwithstanding anything to the contrary herein, the Board of Directors has the right to abandon any E&P Distribution if the Board of Directors, in its sole discretion, determines that paying such E&P Distribution or the qualification of the Corporation or any successor of the Corporation as a REIT under Sections 856 through 860 of the Code is no longer in the best interests of the Corporation.

  • We expect the Special E&P Distribution to be declared in the fourth quarter of 2003 and payable in December 2003.

  • The assumed share price after the Special E&P Distribution is $20 per share.

  • Therefore, if you accept the Offer and tender Eligible Options that would have vested and become exercisable before the record date, you will give up the opportunity to exercise those options and receive Catellus stock, which would permit you to choose the form of consideration for the Special E&P Distribution.

  • In addition, the per share exercise price of the Catellus or Catellus REIT options, as the case may be, that are outstanding on the record date for the Special E&P Distribution will be reduced and the number of shares covered by such options will be increased in accordance with FIN 44 to maintain the same “in the money” value of the options and the same ratio of exercise price to fair market value after the Special E&P Distribution as before the distribution.

  • The Eligible Options that are not tendered in the Exchange and the Catellus options that do not qualify as Eligible Options will be adjusted for the Special E&P Distribution in accordance with FASB Interpretation No. 44 (“FIN 44“).

  • Holders of vested options to acquire Catellus stock, however, will not be entitled to receive either the Special E&P Distribution or future dividends unless they exercise their options in which case they will give up the future value of the options.

  • Holders of Eligible Options will not be eligible to exercise their options (unless they have subsequently vested since December 1, 2002) and, therefore, cannot receive either the Special E&P Distribution or future dividends.

  • If you do not accept the Offer, your Eligible Options will remain outstanding in accordance with their terms and will be adjusted for the Special E&P Distribution, and will be assumed by Catellus REIT in the REIT conversion, in the same manner as the Catellus stock options that do not qualify as Eligible Options.

  • Under FIN 44, because the option holders would not receive the Special E&P Distribution, the number of shares would increase and the exercise price would be reduced in order to maintain the same “in the money” value of the options and the same ratio of exercise price to fair market value.


More Definitions of E&P Distribution

E&P Distribution means the distribution of that certain earnings and profits distribution to be made by Existing Potlatch or Holdings during the 2006 fiscal year in connection with the REIT Conversion.
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E&P Distribution means the special dividend to shareholders of the Pre-REIT Conversion Borrower or, after the REIT Conversion Date, the REIT Guarantor (as applicable) of accumulated earnings and profits of the Pre-REIT Conversion Borrower and the REIT Guarantor (as applicable) estimated as of December 31, 2003, in an amount not to exceed $300,000,000, all as more fully described in the S-4.
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E&P Distribution means (a) one or more distributions to the shareholders of Host and/or Host REIT of (i) shares of SLC and (ii) cash, securities or other property, with a cumulative aggregate value equal to the amount estimated in good faith by Host or Host REIT from time to time as being necessary to assure that Host and Host REIT have distributed the accumulated earnings and profits (as referenced in Section 857(a)(2)(B) of the Code) of Host as of the last day of the first taxable year for which Host REIT's election to be taxed as a REIT is effective and (b) the distributions from the Operating Partnership to (i) Host REIT necessary to enable Host REIT to make the distributions described in clause (a) and (ii) holders of Units (other than Host REIT) required as a result of or a condition to such distributions made pursuant to clause (b)(i).
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E&P Distribution has the meaning set forth in Section 2.1(b).
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E&P Distribution means the distribution by the Company to its shareholders of cash or capital stock representing the total accumulated earnings and profits of the Company prior to the REIT Conversion Date for U.S. federal income tax purposes.
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E&P Distribution means the one-time special distribution to the Borrower’s stockholders (composed of cash and Capital Stock of the Borrower, subject to a cap on the total amount of cash equal to 20% of the aggregate amount of such distribution plus any cash paid in lieu of the issuance of fractional shares) as required to be eligible to be taxed as a REIT under the Code and as described in more detail as the “E&P Distribution” in the
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Related to E&P Distribution

  • 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 Holding Shares pursuant to Section 5.2(a) or 5.2(c) on the Final Scheduled Termination Date, an Early Termination Date or a Redemption Date.

  • Hardship Distribution means a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of his or her dependent (as defined in Section 152(a) of the Code), loss of a Participant’s property due to casualty, or other similar or extraordinary and unforseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that would constitute an unforseeable emergency will depend upon the facts of each case, but, in any case, a Hardship Distribution may not be made to the extent that such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent the liquidation of assets would not itself cause severe financial hardship, or (iii) by cessation of deferrals under this Plan.

  • 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).

  • Capital Distribution means a payment made, liability incurred or other consideration given for the purchase, acquisition, redemption or retirement of any capital stock or other equity interest of any Company or as a dividend, return of capital or other distribution (other than any stock dividend, stock split or other equity distribution payable only in capital stock or other equity of the Company in question) in respect of any Company's capital stock or other equity interest.

  • 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.

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

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

  • 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.

  • 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.

  • 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.

  • 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".

  • Plan Distribution means a payment or distribution to Holders of Allowed Claims, Allowed Interests, or other eligible Entities under and in accordance with the Plan.

  • Tax Distribution has the meaning set forth in Section 4.4.

  • Qualified Reservist Distribution means a distribution (i) from an IRA or elective deferrals under a section 401(k) or 403(b) plan, or a similar arrangement, (ii) to an individual ordered or called to active duty after September 11, 2001 (because he or she is a member of a reserve component) for a period of more than 179 days or for an indefinite period, and (iii) made during the period beginning on the date of the order or call and ending at the close of the active duty period.

  • 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:

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

  • 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.

  • Pool Distribution Amount As to any Distribution Date and Loan Group, the excess of (a) the sum of (i) the aggregate of (A) the interest portion of any Monthly Payment on a Mortgage Loan in such Loan Group (net of the Servicing Fee) and the principal portion of any Monthly Payment on a Mortgage Loan in such Loan Group due on the Due Date in the month in which such Distribution Date occurs and which is received prior to the related Determination Date (or in the case of any Monthly Covered Amount, the related Remittance Date) and (B) all Periodic Advances and payments of Compensating Interest made by the Servicer in respect of such Loan Group and Distribution Date deposited to the Servicer Custodial Account pursuant to Section 3.08(b)(vii); (ii) all Liquidation Proceeds received on the Mortgage Loans in such Loan Group during the preceding calendar month and deposited to the Servicer Custodial Account pursuant to Section 3.08(b)(iii); (iii) all Principal Prepayments (other than Total Covered Amounts) received on the Mortgage Loans in such Loan Group during the month preceding the month of such Distribution Date and deposited to the Servicer Custodial Account pursuant to Section 3.08(b)(i) during such period and all Total Covered Amounts received and deposited in the Servicer Custodial Account by the related Remittance Date; (iv) in connection with Defective Mortgage Loans in such Loan Group or Converted Mortgage Loans, as applicable, the aggregate of the Repurchase Prices and Substitution Adjustment Amounts deposited on the related Remittance Date pursuant to Section 3.08(b)(vi); (v) any other amounts in the Servicer Custodial Account deposited therein pursuant to Sections 3.08(b)(iv), (v) and (ix) in respect of such Distribution Date and such Loan Group; (vi) any Reimbursement Amount required to be included pursuant to Section 5.02(a) and (vii) any Recovery with respect to such Distribution Date over (b) any (i) amounts permitted to be withdrawn from the Servicer Custodial Account pursuant to clauses (i) through (vii), inclusive, of Section 3.11(a) in respect of such Loan Group and (ii) amounts permitted to be withdrawn from the Certificate Account pursuant to clauses (i) and (ii) of Section 3.11(b) in respect of such Loan Group.

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

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

  • 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.

  • Scheduled Distribution means the distribution set forth in Section 4.1.