LSC Distribution definition

LSC Distribution shall have the meaning set forth in the recitals hereto.
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LSC Distribution means the distribution by RRD to holders of record of shares of RRD Common Stock as of the LSC Distribution Record Date of [at least 80 percent (80%) of] the LSC Common Stock owned by RRD on the basis of [●] share(s) of LSC Common Stock for every outstanding share of RRD Common Stock.
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Examples of LSC Distribution in a sentence

  • Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party on and after the LSC Distribution Date.

  • Effective as of the LSC Distribution Date, as defined in the Separation and Distribution Agreement by and among RRD, LSC and Donnelley Financial Solutions, Inc.

  • Such transfer and delivery shall be made in a reasonable physical or electronic format, and within a reasonable amount of time following the LSC Distribution Date not to exceed sixty (60) days.

  • Prior to the Relevant Time, RRD shall cause the rabbi trust underlying the Xxxxxxx Director Retainer Fee Plan to be amended to provide that as soon as practicable following the LSC Distribution and the Donnelley Financial Distribution, the trustee shall sell any LSC Common Stock and Donnelley Financial Common Stock in such trust in the open market and shall use the proceeds of such sales to purchase RRD Common Stock.

  • For the avoidance of doubt, following the LSC Distribution Date, in no event shall LSC (or any member of the LSC Group) be responsible for any Liabilities retained by RRD under Section 6.5(c) below or any Donnelley Financial Deferred Compensation and SERP Liabilities (as defined below).

  • No action by any such stockholder shall be necessary for such stockholder to receive the applicable number of shares of (and, if applicable, cash in lieu of any fractional shares pursuant to Section 4.2 hereof) LSC Common Stock such stockholder is entitled to in the LSC Distribution.

  • In connection therewith, the Liabilities of such applicable RRD Deferred Compensation Plans and RRD SERPs attributable to the RRD Employees and Former RRD Employees shall be retained by such RRD Deferred Compensation Plans and RRD SERPs. For the avoidance of doubt, following the LSC Distribution Date, in no event shall RRD (or any member of the RRD Group) be responsible for any LSC Deferred Compensation and SERP Liabilities.

  • The Parties have taken all necessary actions to amend any such cash retention award agreements to provide for immediate full vesting of cash retention awards upon a termination without cause by the applicable employer following the LSC Distribution Date or the Donnelley Financial Distribution Date.

  • Such award shall retain the vesting schedule associated with such original RRD Restricted Stock Unit award, except that references to continued employment with RRD shall refer to continued employment with the LSC Group following the LSC Distribution Date.

  • With respect to the Equity Compensation held by individuals who are LSC Employees or LSC directors at the time the Equity Compensation becomes Taxable and individuals who are Former LSC Employees at such time, LSC shall claim any federal, state and/or local Tax deductions after the LSC Distribution Date, and RRD and Donnelley Financial shall not claim such deductions.

Related to LSC Distribution

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

  • 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.

  • 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:

  • Permitted RIC Distribution means distributions by each Borrower and its Subsidiaries (from the Collateral Accounts or otherwise) to the extent required to allow GCDLC to make sufficient distributions to qualify as a regulated investment company and to otherwise eliminate federal or state income or excise taxes payable by such Initial Borrower in or with respect to any taxable year of such Initial Borrower (or any calendar year, as relevant); provided that (A) the amount of any such payments made in or with respect to any such taxable year (or calendar year, as relevant) of such Initial Borrower shall not exceed 115% of the amounts that the Subsidiaries of such Initial Borrower would have been required to distribute to such Initial Borrower to: (i) allow such Initial Borrower to satisfy the minimum distribution requirements that would be imposed by Section 852(a) of the Code (or any successor thereto) to maintain its eligibility to be taxed as a regulated investment company for any such taxable year, (ii) reduce to zero for any such taxable year such Initial Borrower’s liability for federal income taxes imposed on (x) its investment company taxable income pursuant to Section 852(b)(1) of the Code (or any successor thereto) or (y) its net capital gain pursuant to Section 852(b)(3) of the Code (or any successor thereto), and (iii) reduce to zero such Initial Borrower’s liability for federal excise taxes for any such calendar year imposed pursuant to Section 4982 of the Code (or any successor thereto), in the case of each of (i), (ii) or (iii), calculated assuming that such Initial Borrower had qualified to be taxed as a RIC under the Code, and (B) after the occurrence and during the continuance of an Event of Default or a Default related to Section 10.1(a) or Section 10.1(i), all such distributions shall be prohibited, and only so long as (x) any Overadvance is cured immediately prior to and no Overadvance will exist after giving effect to such Permitted RIC Distribution (unless otherwise consented to by Administrative Agent in its sole discretion) and (y) such Initial Borrower delivers a RIC Distribution Notice to Administrative Agent at least ten (10) days prior to the applicable Distribution.

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

  • Subsequent Distribution Date means the last Business Day of the month following the end of each calendar quarter after the Effective Date; provided, however, that if the Effective Date is within thirty (30) days of the end of a calendar quarter, then the first Subsequent Distribution Date will be the last Business Day of the month following the end of the first (1st) calendar quarter after the calendar quarter in which the Effective Date falls.

  • Periodic Distribution Date means the first Business Day that is as soon as reasonably practicable occurring approximately ninety (90) days after the immediately preceding Periodic Distribution Date.

  • First Distribution Date Cut-Off Date: May 11, 1998 June 15, 0000 Xxxxxxxxx Initial Scheduled Final Certificate Principal Amount of the Distribution Date: April 2028 Class D Certificates: $98,641,000 CUSIP: 36228C BE2 Initial Certificate Principal Amount of this Certificate: ISIN: US36228CBE21 $[---------------] Common Code: 8750432 This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement are the Class X-0, Xxxxx X-0, Class X, Class B, Class C, Class E, Class F, Class G, Class M, Class MX, Class Q, Class LR Certificates (together with the Class D Certificates, the "Certificates"; the Holders of Certificates issued under the Pooling Agreement are collectively referred to herein as "Certificateholders"). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of May 11, 1998 (the "Pooling Agreement"), by and among GS Mortgage Securities Corporation II, as Seller, GMAC Commercial Mortgage Corporation, as Master Servicer and Special Servicer, LaSalle National Bank, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling Agreement. This Certificate represents a pro rata undivided beneficial interest in a "regular interest" in a "real estate mortgage investment conduit," as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of l986, as amended, and certain other assets. The Trustee makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Trustee under the Pooling Agreement. Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other than the final distribution on any Certificate), on the second Business Day following the 11th day of each month, commencing on June 15, 1998 (each such date, a "Distribution Date"), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person's pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class D Certificates for such Distribution Date, all as more fully described in the Pooling Agreement. Holders of this Certificate may be entitled to Prepayment Premiums, as provided in the Pooling Agreement.

  • 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.

  • Class C Distribution Amount With respect to any Distribution Date, the sum of (i) the Current Interest for the Class C Interest for such Distribution Date, (ii) any Overcollateralization Release Amount for such Distribution Date and (iii) without duplication, any Subsequent Recoveries not distributed to the Class A, Class M and Class B Certificates on such Distribution Date; provided, however, that, on any Distribution Date after the Distribution Date on which the Certificate Principal Balances of the Class A, Class M and Class B Certificates have been reduced to zero, the Class C Distribution Amount shall include the Overcollateralization Amount.

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

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

  • 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.

  • Share Distribution means a dividend payable in shares of any class or series of capital stock, Convertible Securities or other equity securities of the Corporation or any other Person.

  • Current Distribution Date means a Distribution Date specified as a reference date for calculating the Expected Distributions with respect to the Certificates of any Trust as of such Distribution Date.

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

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

  • Series A Distribution Rate means 6.375%.

  • Distribution Time means the time at which the Distribution is effective on the Distribution Date.

  • 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.

  • Capital Account Distribution Date and "Income Account Distribution Date" shall mean the "Distribution Dates" set forth in the "Essential Information" in the Prospectus.

  • Initial Distribution Date means the date occurring as soon as reasonably practicable after the Effective Date when distributions under the Plan shall commence.

  • Quarterly Distribution means with respect to each Distribution Date, the distribution to be made to the Holders of the Up-MACRO Tradeable Shares that are Outstanding on the Distribution Date pursuant to Section 5.2(a).

  • 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.

  • Interim Distribution Date means the date as soon as reasonably practicable after the Plan Implementation Date;