Allocation of Transfer Price Sample Clauses

Allocation of Transfer Price. In any event, each Person ---------------------------- Transferring Equityholder Units pursuant to Section 5(c)(i) or Section 5(c)(ii) shall receive, in exchange for the Equityholder Units to be Transferred by such Person, the same portion of the aggregate consideration from the aggregate Transfer that such Person would have received if such aggregate consideration had been distributed by the Company pursuant to Section 7.1 of, subject to Sections 7.2 and 7.3 of, the LLC Agreement as in effect immediately prior to the Transfer and the Equityholder Units included in such Transfer constituted all of the outstanding Equityholder Units of the Company at such time.
Sample 1
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Allocation of Transfer Price. The Transfer Price as finally determined shall be allocated among the Assets acquired hereunder as described on Schedule 1.4(g). The Parties hereby covenant and agree that they will not take a position on any income tax return, before any governmental agency charged with the collection of any income tax, or in any judicial proceeding that is in any way inconsistent with the terms of this Section 1.4(g) or Section 9.3.
Sample 1
Allocation of Transfer Price. In any event, each Person ---------------------------- Transferring Securities pursuant to Section 1(b) shall receive, in exchange for the Securities to be Transferred by such Person, the same portion of the aggregate consideration from the aggregate Transfer that such Person would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the LLC Agreement as in effect immediately prior to the Transfer and the Securities included in such Transfer constituted all of the outstanding Securities of the Company at such time.
Sample 1
Allocation of Transfer Price. In any event, each Person ---------------------------- Transferring Equityholder Units pursuant to Section 5(c)(i) or Section 5(c)(ii) shall receive, in exchange for the Equityholder Units to be Transferred by such Person, the same portion of the aggregate consideration from the aggregate Transfer that such Person would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the LLC Agreement as in effect immediately prior to the Transfer and the Equityholder Units included in such Transfer constituted all of the outstanding Equityholder Units of the Company at such time.
Sample 1
Allocation of Transfer Price. Concurrent with the execution of this Agreement, Transferor and Transferee will agree upon an allocation of the Transfer Price among the Assets, in compliance with the principles of the Internal Revenue Code of 1986, as amended, and the Treasury regulations thereunder. Such allocation of value shall be attached to and incorporated in this Agreement as Exhibit "C." After Transferor and Transferee have agreed on the Allocated Values for the Assets, Transferor will be deemed to have accepted such Allocated Values for purposes of this Agreement and the transactions contemplated hereby, but otherwise makes no representation or warranty as to the accuracy of such values. Transferor and Transferee agree (i) that the Allocated Values shall be used by Transferor and Transferee as the basis for reporting asset values and other items for purposes of all federal, state, and local tax returns, including without limitation Internal Revenue Service Form 8594 and (ii) that neither they nor their affiliates will take positions inconsistent with the Allocated Values in notices to government authorities or in audit or other proceedings with respect to taxes.
Sample 1

Related to Allocation of Transfer Price

  • Effectuation of Transfers Each of the representations and warranties of the Borrower contained in this Agreement (and all corresponding definitions) are made after giving effect to the Transactions, unless the context otherwise requires.

  • Limitation of Transactions So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM.

  • Timing of Transfers Transfers pursuant to this Article XI may only be made upon three (3) Business Days prior notice to the General Partner, unless the General Partner otherwise agrees.

  • Description of Transaction (a) Name of Issuer of the Securities Cedara Software Corp.

  • Effectuation of Transactions Each of the representations and warranties contained in this Agreement (and all corresponding definitions) is made after giving effect to the Transactions, unless the context otherwise requires.

  • Documentation of Transfer Seller shall undertake to file the documents which would be necessary to perfect and maintain the transfer of the security interest in and to the Receivables and Other Conveyed Property.

  • Notice of Transfers In the event of any transfer of funds or Financial Assets to the Reserve Account pursuant to any provision of Section 4, Secured Party, or Pledgor, as the case may be, shall promptly, after initiating or sending out written instructions with respect to such transfer, give notice to the other such party by facsimile of the date and amount of such transfer.

  • Aggregation of Trades Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased for the Fund as well as other clients of Subadviser in order to seek best execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

  • Replacement of Transfer Agent In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

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