Initial E&P Distribution definition

Initial E&P Distribution means one or more dividends or distributions of cash, Host/Maryland or Host/Delaware warrants, options, or a combination of any of the foregoing paid to holders of record of shares of capital stock of Host Marriott/Delaware or the General Partner as of a time prior to the closing of the Partnership Rollup, regardless of whether the date of payment of any such dividend or distribution occurs after such closing.
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Initial E&P Distribution means one or more dividends or distributions of cash, stock of CCC, warrants, options, or other rights to receive stock of the General Partner or cash or a combination thereof paid to holders of record of shares of capital stock of Host Marriott/Delaware or the General Partner as of a time prior to the closing of the Partnership Rollup, regardless of whether the date of payment of any such dividend or distribution occurs after such closing. "Initial Holding Period" means the period commencing on the date hereof and ending on the date on which the Unit Redemption Right first becomes available under Section 8.6. "Initial Right" means a right issued to Host Marriott/Delaware in exchange for contributions of assets to the Partnership, and held by Host Marriott/Maryland on the date hereof, entitling the holder thereof to receive, at the holder's election, a Class A Unit (or a fraction of a Class A Unit as specified therein) or a specified amount of cash. "IRS" means the Internal Revenue Service, which administers the internal revenue laws of the United States. "Limited Partner" means any Person named as a Limited Partner of the Partnership in Exhibit A, as such Exhibit may be amended from time to time, or any Substituted Limited Partner or Additional Limited Partner, in such Person's capacity as a Limited Partner in the Partnership. "Limited Partnership Interest" means a Partnership Interest of a Limited Partner of the Partnership representing a fractional part of the Partnership Interests of all Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partnership Interest may be expressed as a number of Units. "Liquidating Event" has the meaning set forth in Section 14.1. "Liquidator" has the meaning set forth in Section 14.2.A. A-7
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Examples of Initial E&P Distribution in a sentence

  • The maximum and minimum prices per OP Unit will be reduced if the Blackstone Acquisition is not consummated and, as a result thereof, the Initial E&P Distribution exceeds $2.50 per Host or Host REIT common share.

  • See "Federal Income Tax Consequences--Federal Income Tax Consequences of the Merger." Federal Income Tax Consequences of the Initial E&P Distribution.

  • See "Federal Income Tax Consequences--Federal Income Tax Consequences of the Initial E&P Distribution." Qualification of Host REIT as a REIT.

  • Represents the estimated $247 million cash payment of the Special Dividend to shareholders of Host Marriott and the Blackstone Entities as partial consideration for the Blackstone Acquisition, which when combined with the value of the Crestline common stock to be distributed to shareholders of Host (estimated to be approximately $1.53 per share for a total Initial E&P Distribution of approximately $2.53 per share) will represent the Initial E&P Distribution.

  • The number of units to be issued will not increase or decrease depending on the stock price of Host Marriott at the time of closing of the acquisition, but the actual number of units to be issued will depend upon certain prorations and closing adjustments and on the deemed value of the Initial E&P Distribution which the Blackstone Entities are not entitled to receive (which will be determined 91 days after closing).

  • Generally, the Initial E&P Distribution will be a taxable dividend to a Host stockholder to the extent that the Initial E&P Distribution is made out of the Host stockholder's share of the portion of the current and accumulated E&P of Host and Host REIT allocable to the Initial E&P Distribution.

  • Host and Host REIT currently believe that the substantial majority, if not all, of the Initial E&P Distribution (the fair market value of which Host currently estimates will range from approximately $2.10 to $2.50 per share of Host Common Stock) will be considered made out of such E&P and, therefore, will be taxable as a dividend.

Related to Initial E&P Distribution

  • Income Distribution shall be calculated as set forth in subparagraph (A), below, unless the Prospectus provides for the averaging of income distributions, in which case, "Income Distribution" shall be shall be calculated as set forth in subparagraph (B), below. Accordingly, the Unitholder's "Income Distribution" shall be equal to:

  • Initial Distribution means the distribution made to holders of Allowed Class C-4 Claims on the Distribution Date.

  • Capital Distribution means, with respect to any Person, a payment made, liability incurred or other consideration given for the purchase, acquisition, repurchase, redemption or retirement of any Equity Interest of such Person or as a dividend, return of capital or other distribution in respect of any of such Person’s Equity Interests.

  • Post-Distribution Period means any Tax Period beginning after the Distribution Date, and, in the case of any Straddle Period, the portion of such Straddle Period beginning the day after the Distribution Date.

  • Final Distribution means any distribution made in redemption of all or a portion of the Up-MACRO Holding Shares pursuant to Section 5.2(a) or 5.2(c) on the Final Scheduled Termination Date, an Early Termination Date or a Redemption Date.

  • Hardship Distribution means a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of his or her dependent (as defined in Section 152(a) of the Code), loss of a Participant’s property due to casualty, or other similar or extraordinary and unforseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that would constitute an unforseeable emergency will depend upon the facts of each case, but, in any case, a Hardship Distribution may not be made to the extent that such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent the liquidation of assets would not itself cause severe financial hardship, or (iii) by cessation of deferrals under this Plan.

  • Pre-Distribution Period means any Tax Period ending on or before the Distribution Date, and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Distribution Date.

  • Final Distributions means, with respect to the Certificates of any Trust on any Distribution Date, the sum of (x) the aggregate amount of all accrued and unpaid interest on such Certificates (excluding interest, if any, payable with respect to the Deposits relating to such Trust) and (y) the Pool Balance of such Certificates as of the immediately preceding Distribution Date (less the amount of the Deposits for such Class of Certificates as of such preceding Distribution Date other than any portion of such Deposits thereafter used to acquire Equipment Notes pursuant to the Note Purchase Agreement). For purposes of calculating Final Distributions with respect to the Certificates of any Trust, any Premium paid on the Equipment Notes held in such Trust which has not been distributed to the Certificateholders of such Trust (other than such Premium or a portion thereof applied to the payment of interest on the Certificates of such Trust or the reduction of the Pool Balance of such Trust) shall be added to the amount of such Final Distributions.

  • Capital Account Distribution Date and "Income Account Distribution Date" shall mean the "Distribution Dates" set forth in the "Essential Information" in the Prospectus.

  • Subsequent Distribution Date means the last Business Day of the month following the end of each calendar quarter after the Effective Date; provided, however, that if the Effective Date is within thirty (30) days of the end of a calendar quarter, then the first Subsequent Distribution Date will be the last Business Day of the month following the end of the first (1st) calendar quarter after the calendar quarter in which the Effective Date falls.

  • Regular Distribution Date Replacement Liquidity Facility", "Responsible Officer", "Scheduled Payment", "Special Payment", "S&P", "Stated Interest Rate", "Subordination Agent", "Taxes", "Threshold Rating", "Trust Agreement", "Trustee", "Underwriters", "Underwriting Agreement", "United States" and "Written Notice".

  • Clause C Distribution shall have the meaning specified in Section 14.04(c).

  • Monthly Distribution Date means the "Distribution Dates" set forth under "Summary of Essential Financial Information--Estimated Distributions" in the Prospectus Part I for a Trust.

  • Quarterly Distribution means with respect to each Distribution Date, the distribution to be made to the Holders of the Up-MACRO Holding Shares that are Outstanding on the Distribution Date pursuant to priority sixth of Section 5.2(a), which shall consist of the cash on deposit in the Up-MACRO Holding Trust after it makes or receives a payment under the Income Distribution Agreement and makes all other payments or investments in Eligible Treasuries that it is required to make pursuant to such Section 5.2(a).

  • Final Distribution Date The Distribution Date on which the final distribution in respect of the Certificates is made pursuant to Section 9.01.

  • Interim Distribution Date means the date as soon as reasonably practicable after the Plan Implementation Date;

  • REMIC I Distribution Amount For any Distribution Date, the REMIC I Available Distribution Amount shall be distributed to the REMIC I Regular Interests and the Class R-1 Residual Interest in the following amounts and priority:

  • Tax Distribution has the meaning set forth in Section 4.4.

  • Qualified Reservist Distribution means a distribution (i) from an IRA or elective deferrals under a section 401(k) or 403(b) plan, or a similar arrangement, (ii) to an individual ordered or called to active duty after September 11, 2001 (because he or she is a member of a reserve component) for a period of more than 179 days or for an indefinite period, and (iii) made during the period beginning on the date of the order or call and ending at the close of the active duty period.

  • Class B Final Distribution Date means the August 16, 2021 Distribution Date.

  • Total Distribution Amount With respect to any Distribution Date, the sum of (i) the aggregate of the Interest Remittance Amounts for such date; (ii) the aggregate of the Principal Remittance Amounts for such date; and (iii) all Prepayment Premiums collected during the related Prepayment Period.

  • Regular Distribution Dates means each June 15 and each December 15, commencing on December 15, 2016; provided, however, that, if any such day shall not be a Business Day, the related distribution shall be made on the next succeeding Business Day without additional interest.

  • REMIC II Distribution Amount shall not cause a reduction in the Class Principal Balances of any of the REMIC II Regular Interests; and

  • Tax Distribution Date has the meaning set forth in Section 4.01(b)(i).

  • Initial Distribution Date means the date occurring as soon as reasonably practicable after the Effective Date when distributions under the Plan shall commence.