DW Distribution definition

DW Distribution means the distribution, in accordance with Article VIII of the Sixth Amended and Restated Limited Liability Company Agreement of the LLC, as amended up to and including its third amendment, by the LLC of all of its right, title and interest in and to the DWA LLC Interests held directly by the LLC (other than the amount of DWA LLC Interests to be used for the Preferred Redemptions as set forth on Schedule 2.01(a) of the Formation Agreement) to the members of the LLC listed on Schedule 1.01(f) hereto, in the amounts set forth on Schedule 1.01(f).
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DW Distribution has the meaning assigned to such term in the Separation Agreement.
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DW Distribution has the meaning assigned to such term in Section 2.01.
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Examples of DW Distribution in a sentence

  • Each Person that received DWA LLC Interests in the DW Distribution represents that (i) it will treat the DW Distribution as other than in liquidation of its interest in DW and (ii) its interest in the DWA LLC Interests immediately following the DW Distribution will have a tax basis determined under Section 732(a) of the Internal Revenue Code.

  • On the Separation Date, immediately after effecting the transactions contemplated in Section 2.01 and, in the case of (b), (c) and (d) of this Section 2.02, subject to the effectiveness of the Underwriting Agreement and the execution of the Formation Agreement: the LLC shall make the DW Distribution; the applicable Persons shall make the Preferred Contributions; the LLC shall make the Preferred Redemptions; and each applicable Person shall make the Contribution.

  • Residual DW Distribution .........................................

  • On the Separation Date, immediately after consummation of the DW Distribution, each Member (or [the Vulcan affiliate], in the case of Vulcan) shall contribute all its right, title and interest in and to the DWA LLC Interests to the Company in exchange for the number of shares of Class A Stock, Class B Stock or Class C Stock, as applicable, set forth on Schedule 2.02 (the "Contribution").

  • On the Separation Date, after consummation of the DW Distribution and following effectiveness of the Underwriting Agreement, each Member (or DWI II, in the case of DW Investment Inc.), other than Universal and Thomson, shall contribute all its right, title and interest in and to the DWA LLC Interests to the Company in exchange for the number of shares of Class A Stock, Class B Stock or Class C Stock, as applicable, set forth on Schedule 2.02 (the “Contribution”).

  • On the Separation Date, after consummation of the DW Distribution and following effectiveness of the Underwriting Agreement, each Member (or DWI II, in the case of DW Investment Inc.) shall contribute all its right, title and interest in and to the DWA LLC Interests to the Company in exchange for the number of shares of Class A Stock, Class B Stock or Class C Stock, as applicable, set forth on Schedule 2.02 (the "Contribution").

  • Each Person receiving DWA LLC Interests in the DW Distribution represents that (i) it will treat the DW Distribution as other than in liquidation of its interest in DW and (ii) its interest in the DWA LLC Interests immediately following the DW Distribution will have a tax basis determined under Section 732(a) of the Internal Revenue Code.