E&P Distribution definition

E&P Distribution means the one-time special distribution to the Borrower’s stockholders (composed of cash and Capital Stock of the Borrower, subject to a cap on the total amount of cash equal to 20% of the aggregate amount of such distribution plus any cash paid in lieu of the issuance of fractional shares) as required to be eligible to be taxed as a REIT under the Code and as described in more detail as the “E&P Distribution” in the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

E&P Distribution means that certain earnings and profits distribution to be made by the Company prior to December 31, 2006 in connection with the REIT Conversion.

E&P Distribution means, collectively, one or more distributions to the shareholders of Host Marriott and/or Host REIT of cash, securities or other property, with a cumulative aggregate value equal to the amount estimated in good faith by Host Marriott or Host REIT from time to time as being necessary to assure that Host Marriott and Host REIT have distributed the accumulated earnings and profits (as referenced in Section 857(a)(2)(B) of the Code) of Host Marriott as of the last day of the first taxable year for which Host REIT's election to be taxed as a real estate investment trust is effective. Notwithstanding any other provision of this Agreement to the contrary, the E&P Distribution may include shares of redeemable preferred stock of Host REIT (and the Borrower may issue OP Units corresponding to such shares) and Host REIT shall be permitted to redeem (and within 60 days after the issuance thereof shall redeem) such shares (and Borrower shall be permitted to redeem the corresponding OP Units) in accordance with the terms thereof, provided that the -------- amount of such redemption obligation actually paid in cash shall be included in the limit on the portion of the E&P Distribution payable in cash as set forth in Section 9.03(b).

Examples of E&P Distribution in a sentence

If this subparagraph (vi) applies, but the Company fails to give the Termination Notice by the time specified above, the Exchange Ratio will equal (a) .7602 minus (b) the quotient of the Adjusted E&P Distribution divided by the Meeting Date Price.
If this subparagraph (v) applies, but the Company fails to give the Termination Notice by the time specified above, the Exchange Ratio will equal (a) .7602 minus (b) the quotient of the Adjusted E&P Distribution divided by the Meeting Date Price.
The record date for such E&P Distribution shall be no sooner than fifteen (15) days and no later than forty-five (45) days after the Effective Time and the payment date for such E&P Distribution shall be no later than fifteen (15) days after such record date.
The E&P Distribution will be made immediately prior to the Closing; NewCo will assume the obligation to make the payment of the Positive Working Capital Amount, if any.
The Company has received the opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the effect that, as of the date thereof, the Consideration (as defined in such opinion) to be received by the holders of Company Shares pursuant to the Merger and the E&P Distribution is fair to the Company's shareholders from a financial point of view.
The proceeds of the Loans hereunder shall be used solely by the Borrowers (a) to pay the E&P Distribution and to pay transaction costs and fees associated with the REIT Conversion and (ii) to provide for working capital, capital expenditures and any other lawful corporate purposes of the Borrowers and their Subsidiaries (including, without limitation, Permitted Acquisitions).
The Company has received the opinion of Merr▇▇▇ ▇▇▇c▇ ▇▇ the effect that, as of the date thereof, the Consideration (as defined in such opinion) to be received by the holders of Company Shares pursuant to the Merger and the E&P Distribution is fair to the Company's shareholders from a financial point of view.
At least seven (7) days prior to the Closing, the Company will provide the Merger Purchaser with a calculation of the proposed E&P Distribution and the opportunity to review the basis upon which the determination of the E&P Distribution was made.

More Definitions of E&P Distribution

E&P Distribution has the meaning set forth in Section 2.1(b).

E&P Distribution means the distribution of that certain earnings and profits distribution to be made by Existing Potlatch or Holdings during the 2006 fiscal year in connection with the REIT Conversion.

E&P Distribution means the special dividend to shareholders of the Pre-REIT Conversion Borrower or, after the REIT Conversion Date, the REIT Guarantor (as applicable) of accumulated earnings and profits of the Pre-REIT Conversion Borrower and the REIT Guarantor (as applicable) estimated as of December 31, 2003, in an amount not to exceed $300,000,000, all as more fully described in the S-4.

E&P Distribution means the distribution by the Company to its shareholders of cash or capital stock representing the total accumulated earnings and profits of the Company prior to the REIT Conversion Date for U.S. federal income tax purposes.

E&P Distribution means (a) one or more distributions to the shareholders of Host and/or Host REIT of (i) shares of SLC and (ii) cash, securities or other property, with a cumulative aggregate value equal to the amount estimated in good faith by Host or Host REIT from time to time as being necessary to assure that Host and Host REIT have distributed the accumulated earnings and profits (as referenced in Section 857(a)(2)(B) of the Code) of Host as of the last day of the first taxable year for which Host REIT's election to be taxed as a REIT is effective and (b) the distributions from the Operating Partnership to (i) Host REIT necessary to enable Host REIT to make the distributions described in clause (a) and (ii) holders of Units (other than Host REIT) required as a result of or a condition to such distributions made pursuant to clause (b)(i).