Distribution Property Sample Clauses

Distribution Property. In the event a Reorganization Event occurs with respect to an Individual Stock, the Calculation Agent will adjust the method of calculation of the Closing Price for such Individual Stock so that it equals the value of the respective amounts of each type of Distribution Property deemed, for the purposes hereof, to be distributed in such Reorganization Event in respect of one share of such Individual Stock. The Calculation Agent will determine in its sole discretion the value of each component type of Distribution Property, using the Closing Price on the relevant date for any such type consisting of securities and such other method as it considers reasonable for any other type. If a holder of the relevant Individual Stock elects to receive different types or combinations of types of Distribution Property in the Reorganization Event, the Distribution Property will be deemed to include the types and amounts thereof distributed to a holder that makes no election. If a Reorganization Event occurs and as a result the method of determination of the Closing Price of an Individual Stock is adjusted to consist of Distribution Property, the Calculation Agent will make further adjustments for subsequent events that affect such Distribution Property or any component type thereof, to the same extent that it would make adjustments as required hereby if the relevant Individual Stock were outstanding and were affected by the same kinds of events. If at any time another Person becomes the successor to an Individual Stock Issuer, as determined by the Calculation Agent, such successor Person shall thereupon be deemed to be such Individual Stock Issuer for all purposes hereof. If at any time an Individual Stock consists of Distribution Property, as determined by the Calculation Agent, then all references herein to the corresponding “Individual Stock” shall thereupon be deemed to mean such Distribution Property, all references in this Security to a “share” of the corresponding Individual Stock shall thereupon be deemed to mean a comparable unit of each type of property comprising such Distribution Property and all references herein to the corresponding “Individual Stock Issuer” shall thereupon be deemed to mean the issuer(s) of the security(ies) comprising such Distribution Property, in each case as and to the extent determined by the Calculation Agent. Notwithstanding the foregoing, however, the Calculation Agent will not make any adjustment for a Reorganization Event unless th...
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Distribution Property. Westcore Distribution has no actual knowledge of a price adjustment under that certain Fixed Price Remediation Agreement, dated as of August, 2004 (the “Original GFPR”), between Sunflower Properties, Inc., a Delaware corporation (“Sunflower”), on the one hand, and Gannett Fxxxxxx Project Development Corporation, a Delaware corporation (“Gannett”), and TerraSure Development LLC, a Pennsylvania limited liability company (“TerraSure”), on the other hand, as amended by that certain Amendment to Fixed Price Remediation Agreement, dated as of December 9, 2004 (the “GFPR Amendment”), between Sunflower, on the one hand, and Gannett and TerraSure, on the other hand, and as assigned by Sunflower to Westcore Distribution pursuant to that certain Assignment and Assumption of the Fixed Price Remediation Agreement, dated as of January 26, 2005 (the Original GFPR, as amended, modified and supplemented by the GFPR Amendment, collectively, the “GFPR”). To Westcore Distribution’s knowledge, there are no current disputes asserted or alleged under the GFPR. To Westcore Distribution’s knowledge, except as set forth on Exhibit B, there have been no draw requests made with respect to the “Escrow Agreement” (as defined in Section 6(b) below), nor are any such requests pending and undisbursed. Westcore Distribution has not made any claims (nor does it have actual knowledge of any claims made by others) under the environmental insurance policy that currently is in effect for the Distribution Property, and which Westcore Distribution is to assign to Buyer at Closing pursuant to Section 3.3.4 of the Existing Agreement.”
Sample 1

Related to Distribution Property

  • Distribution of Property In the event it becomes necessary in connection with the liquidation of the Company to make a distribution of Property in-kind, subject to the priority set forth in Section 11.02, the liquidating trustee shall have the right to compel each Member to accept a distribution of any Property in-kind (with such Property, as a percentage of the total liquidating distributions to such Member, corresponding as nearly as possible to such Member’s Percentage Interest), with such distribution being based upon the amount of cash that would be distributed to such Members if such Property were sold for an amount of cash equal to the fair market value of such Property, as determined by the liquidating trustee in good faith, subject to the last sentence of Section 5.03(d).

  • Residual Distributions If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their respective rights and preferences.

  • Distribution Activities All distribution activities engaged in by Distributor and its Representatives with respect to the Contracts shall be in compliance with all applicable federal and state securities laws and regulations, with NASD Rules, as well as with all applicable insurance laws and regulations, including any laws and regulations related to suitability, any other applicable federal or state law, rule, or regulation, and any of the policies and procedures that NW may issue from time to time. In particular, without limiting the generality of the foregoing:

  • REMAINING PROPERTY If any cash or any securities or other financial assets of the Portfolio held by the Custodian hereunder remain held by the Custodian after the termination of this Agreement owing to the failure of the applicable Fund to provide Proper Instructions, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian holds the cash or the securities or other financial assets (the existing agreed-to compensation at the time of termination shall be one indicator of what is considered fair compensation). The provisions of this Agreement relating to the duties, exculpation and indemnification of the Custodian shall apply in favor of the Custodian during such period.

  • Distribution Plans You shall also be entitled to compensation for your services as provided in any Distribution Plan adopted as to any series and class of any Fund’s Shares pursuant to Rule 12b-1 under the 1940 Act. The compensation provided in any such Distribution Plan (a “12b-1 Plan”) may be divided into a distribution fee and a service fee, as set forth in such Plan and the Fund’s then current prospectus and statement of additional information (“SAI”), each of which is compensation for different services to be rendered to the Fund. Subject to the termination provisions in a 12b-1 Plan, any distribution fee with respect to the sale of a Share subject to such Plan shall be earned when such Share is sold and shall be payable from time to time as provided in the 12b-1 Plan. The distribution fee payable to you as provided in any 12b-1 Plan shall be payable without offset, defense or counterclaim (it being understood by the parties hereto that nothing in this sentence shall be deemed a waiver by the Fund of any claim the Fund may have against you).

  • Distribution in Kind Notwithstanding the provisions of Section 18-605 of the Act, a member may receive distributions from the Company in any form other than cash, and may be compelled to accept a distribution of any asset in kind from the Company.

  • REMIC Distributions On each Distribution Date the Trustee shall be deemed to have allocated distributions to the REMIC I Regular Interests, REMIC II Regular Interests, Class CE Interest, Class P Interest and Class IO Interest in accordance with Section 5.07 hereof.

  • Distribution of Liquidation Proceeds Subject to the terms and conditions hereof, the Administrative Agent shall distribute all Liquidation Proceeds in the order and manner set forth below:

  • Distribution License 2.1 Xxxxxx Networking shall have an exclusive right to distribute and sell the Game and its peripheral products in North China, North-west China and South-west China; Shengqu shall grant Nanjing Xxxxxx an exclusive license to distribute and sell the Game and its peripheral products in Central-south China and East China; Shengqu shall grant Bianfeng an exclusive license to distribute and sell the Game and its peripheral products in North-east China.

  • Contributed Property Notwithstanding any other provision of this Operating Agreement, the Members shall cause Depreciation and or cost recovery deductions and gain or loss attributable to Property contributed by a Member or the Manager or revalued by the Company to be allocated among the Members or the Managers for income tax purposes in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder using the method selected by the Managers.

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