DEEMED SALE OF ASSETS Sample Clauses

DEEMED SALE OF ASSETS. For all purposes of this Agreement, any property (other than cash) that is distributed or to be distributed in-kind to one or more Members for a Fiscal Period (including, without limitation, any non-cash asset which shall be deemed distributed immediately prior to the dissolution and winding up of the Company so as to permit the unrealized gain or loss inherent in such assets to be allocated to the Members), or that is constructively distributed on termination of the Company pursuant to Section 708(b)(1)(B) of the Code, shall be deemed to have been sold for cash equal to its fair market value, and the unrealized gain or loss inherent in such assets shall be treated as recognized gain or loss for purposes of determining the Net Profits and Net Loss of the Company to be allocated pursuant to Section 5.2 hereof for such Fiscal Period.
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DEEMED SALE OF ASSETS. For all purposes of this Agreement, (i) any property (other than United States dollars) that is distributed in-kind to one or more Members with respect to a Fiscal Period (including, without limitation, any such in kind property that is distributed upon the dissolution and winding up of the Company) shall be deemed to have been sold for cash equal to its Fair Market Value, (ii) the unrealized gain or loss inherent in such property shall be treated as recognized gain or loss for purposes of determining the Net Profit and Net Loss, (iii) such gain or loss shall be allocated pursuant to Sections 7.3 and 7.4 for such Fiscal Period and (iv) such in-kind distribution shall be made after giving effect to such allocation.
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DEEMED SALE OF ASSETS. For all purposes of this Agreement, (a) any property (other than United States dollars) that is distributed in kind to one or more Partners with respect to a Fiscal Period (including any such in kind property that is distributed upon the dissolution and winding up of the Partnership) shall be deemed to have been sold for cash equal to its fair market value, (b) the unrealized gain or loss inherent in such property shall be treated as recognized gain or loss for purposes of determining the Net Profit and Net Loss, (c) such gain or loss shall be allocated pursuant to Article VI for such Fiscal Period and (d) such in kind distribution shall be made after giving effect to such allocation.
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DEEMED SALE OF ASSETS. Subject only to the requirements of the Investment Advisers Act of 1940, as amended, for all purposes of this Agreement, (i) any property (other than United States dollars) that is distributed in kind to one or more Members with respect to a Fiscal Period (including, without limitation, any such in kind property that is distributed upon the dissolution and winding up of the Company) shall be deemed to have been sold for cash equal to its fair market value, (ii) the unrealized gain or loss inherent in such property shall be treated as recognized gain or loss for purposes of determining the Net Profit and Net Loss, (iii) such gain or loss shall be allocated pursuant to Section 7.4 for such Fiscal Period and (iv) such in kind distribution shall be made after giving effect to such allocation.
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DEEMED SALE OF ASSETS. For all purposes of this Agreement, any property (other than cash) that is distributed or to be distributed in kind to one or more Partners for a Fiscal Year, including without limitation all non-cash assets which will be deemed distributed immediately prior to the dissolution and winding up of the Partnership so as to permit the unrealized gain or loss inherent in such assets to be allocated to the Partners, or that is constructively distributed on termination of the Partnership pursuant to Section 708(b)(1)(B) of the Code and Section 9.04 hereof, will be deemed to have been sold for cash equal to its fair market value, and the unrealized gain or loss inherent in such assets will be treated as recognized gain or loss for purposes of determining the Profits and Loss of the Partnership to be allocated pursuant to Section 8.01 hereof for such Fiscal Year.
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DEEMED SALE OF ASSETS. (a) Any property (other than cash) that is distributed or to be distributed in kind to one or more Partners with respect to a Fiscal Period (including, without limitation, any non-cash property which is distributed or to be distributed upon the dissolution and winding up of the Partnership) or, under the principles of Section 3.2(c), revalued in the Partners' Capital Accounts shall be deemed to have been sold for cash equal to its value as determined under the principles of Section 4.4(b) (net of any relevant liabilities secured by such property), and the unrealized gain or loss inherent in such property shall be treated as recognized gain or loss for purposes of determining the Net Profit and Net Loss of the Partnership to be allocated pursuant to Section 3.4 for such Fiscal Period.
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DEEMED SALE OF ASSETS. Prior to the dissolution of the Company, the Managing Member intends generally to avoid making in-kind distributions of non-marketable securities. For all purposes of this Agreement, (i) any property (other than United States dollars) that is distributed in kind to one or more Members with respect to a Fiscal Period (including, without limitation, any such in-kind property that is distributed upon the dissolution and winding up of the Company) shall be deemed to have been sold for an amount of cash equal to its fair market value as determined under Section 3.6, (ii) the unrealized gain or loss inherent in such property shall be treated as recognized gain or loss for purposes of determining Net Profit and Net Loss, (iii) such gain or loss shall be allocated pursuant to Section
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Related to DEEMED SALE OF ASSETS

  • Sale of Assets The Company or the Bank sells to a third party all or substantially all of its assets.

  • Merger/Sale of Assets A merger or consolidation of the Company whether or not approved by the Board, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or

  • Merger and Sale of Assets If at any time there shall be a capital reorganization of the shares of the Company's stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation when the Company is not the surviving corporation, or the sale of all or substantially all of the Company's properties and assets to any other person (hereinafter referred to as a "Merger Event"), then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of the Warrant, the number of shares of preferred stock or other securities of the successor corporation resulting from such Merger Event, equivalent in value to that which would have been issuable if Warrantholder had exercised this Warrant immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of the Warrantholder after the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Preferred Stock purchasable) shall be applicable to the greatest extent possible.

  • Merger or Sale of Assets In the event that the Company shall effect (i) any consolidation or merger of the Company with or into any other person in which those holding more than 50% of the voting power of the Company prior to the consolidation or merger no longer hold more than 50% of the voting power of the surviving entity, or (ii) the sale or other disposition of all or substantially all of the Company's assets to any other person, in such a way that the holders of Common Stock shall be entitled to receive cash, securities, evidences of indebtedness or other property with respect to or in exchange for their shares of Common Stock, then, in each such event and as a condition precedent to the consummation thereof, the Company or such other person as is formed by or survives such consolidation or merger or acquires such assets, as the case may be, shall execute and deliver to the Holder, without payment of any additional consideration therefor, a new Warrant (in form and substance approved by the Holder, which approval shall not be unreasonably withheld or delayed) providing that the Holder shall have the right thereafter, during the period such Warrant shall remain outstanding, to exercise such Warrant into the kind and amount of cash, securities, evidences of indebtedness and other property as the Holder would have received had the Holder been the record owner, at the time of such consolidation, merger, sale or disposition, of that number of shares of Common Stock issuable upon exercise of this Warrant in full immediately prior to the consummation of such consolidation, merger, sale or disposition. If the holders of the Common Stock may elect from choices the kind and/or amount of cash, securities, evidences of indebtedness and other property receivable upon such consolidation, merger, sale or disposition, then, for purposes of this Section 3(d), the kind and amount of cash, securities, evidences of indebtedness and other property receivable by the Holder upon exercise of such new Warrant shall be specified by the Holder, which specification shall be made by the Holder by the later of (I) ten (10) business days after the Holder is provided with a final version of all material information concerning such choice as is provided to the holders of Common Stock, or (II) the last time at which the holders of Common Stock are permitted to make their specifications known to the Company; provided, however, that if the Holder fails to make any specification within such time period, the Holder's choice shall be deemed to be whatever choice is made by a plurality of the holders of Common Stock not affiliated with the Company or, in the case of a consolidation, merger, sale or disposition, the other parties thereto. Such new Warrant shall provide for adjustments that, for events subsequent to the effective date of such new Warrant, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. The foregoing provisions shall similarly apply to successive consolidations, mergers or asset acquisitions.

  • Purchase and Sale of Assets (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all right, title and interest in, to and under the Acquired Assets.

  • Merger, Sale of Assets, etc Subject to Section 4.2, if at any time while this Note remains outstanding and unexpired there shall be (a) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise or (c) a sale or transfer of the Company's stock, properties or assets as, or substantially as, an entirety to any other Person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder shall thereafter be entitled to receive by converting this Note the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation. If the per share consideration payable to Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurred. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note with respect to the rights and interests of Holder after the transaction, to the end that the provisions of this Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1.

  • Sale of Assets, Etc (a) Except as permitted under Section 10.6, the Company will not make any Asset Disposition unless:

  • Consolidation, Merger and Sale of Assets The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its properties and assets to, another Person, unless:

  • Xxxxxx, Sale of Assets, etc If the Borrower at any time shall consolidate with or merge into or sell or convey all or substantially all its assets to any other corporation, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase such number and kind of shares or other securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect to the securities subject to the conversion or purchase right immediately prior to such consolidation, merger, sale or conveyance. The foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor or purchaser. Without limiting the generality of the foregoing, the anti-dilution provisions of this Section shall apply to such securities of such successor or purchaser after any such consolidation, merger, sale or conveyance.

  • Consolidation, Merger, Sale of Assets (a) Neither the Borrower nor any of its Material Subsidiaries (in one transaction or series of transactions) will wind up, liquidate or dissolve its affairs, or enter into any transaction of merger or consolidation, except any merger, consolidation, dissolution or liquidation (i) in which the Borrower is the surviving entity or if the Borrower is not a party to such transaction then a Subsidiary is the surviving entity or the successor to the Borrower has unconditionally assumed in writing all of the payment and performance obligations of the Borrower under this Agreement and the other Fundamental Documents, (ii) in which the surviving entity becomes a Subsidiary of the Borrower immediately upon the effectiveness of such merger, consolidation, dissolution or liquidation, or (iii) involving a Subsidiary in connection with a transaction permitted by Section 6.2(b); provided, however, that immediately prior to and on a Pro Forma Basis after giving effect to any such transaction described in any of the preceding clauses (i), (ii) and (iii) no Default or Event of Default has occurred and is continuing.

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