Seller Distribution definition

Seller Distribution has the meaning given in the recitals.
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Seller Distribution means the distribution by the Seller of (i) securities of the Purchaser received by the Seller pursuant to this Agreement and the transactions contemplated hereby and (ii) any securities of Delaware Sub received by the Seller pursuant to this Agreement and the transactions contemplated hereby.
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Seller Distribution means any distribution, by dividend, rights offering or otherwise, of Shares to the holders of the common stock of Seller, including without limitation the distribution contemplated by the Form 10, or any similar transaction, or any other disposition of Shares by Seller that reduces Seller’s beneficial ownership of the Common Stock of the Company thereafter (as calculated under Rule 13d-1 of the Exchange Act).
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Examples of Seller Distribution in a sentence

  • The Seller Distribution Notice shall have the effect of terminating any right the Sellers’ Representative may have to unwind the transaction evidenced by the Purchase Agreement.

  • Prices are Ex Works the named Seller Manufacturing Plant or Seller Distribution Center per Incoterms 2010 unless otherwise expressly agreed to in writing by Seller.

  • SANDOZ shall be responsible for conducting, handling or processing recalls, withdrawals, and/or field corrections of and/or related to units of Distribution Products by SANDOZ based on safety, efficacy, failure to comply with cGMP, or similar concerns, with respect to any Distribution Products manufactured or distributed by SANDOZ during the Seller Distribution Term.

  • To the knowledge of Seller, in connection with the Seller Distribution, Seller has provided to all of the Shareholders all of the information required to be provided under any Legal Requirement.

  • The REDD – Supply ChainBuyers INFRASTRUCTURE1 2 3 4Baseline Monitoring Seller Distribution The driver: action to reduce deforestationGovernance Figure 1.

  • Seller’s assets, at a fair valuation, exceed its liabilities, and Seller will continue to be able after the Closing of the Transaction to meet its debts as they mature and will not become insolvent as a result of the Transaction or the Seller Distribution.

  • Unless Buyer informs Seller within [***] Business Days of receipt of such notice that Buyer rejects the assignment of such Intellectual Property Agreement, at such time as the Seller Distribution Term terminates, Buyer and Seller shall execute an assignment agreement substantially in the form attached hereto in Exhibit D and such Intellectual Property Agreement shall be deemed a Purchased Asset as of such time.

  • Within six (6) months following the Closing, the Purchaser shall prepare with the reasonable assistance of the Seller, and file with the SEC a registration statement on Form S-1 (as amended or supplemented from time to time, the “ Registration Statement”) in connection with the registration under the Securities Act of the Seller Distribution.

  • Seller expressly consents and agrees to any offset of the Seller Distribution permitted to be made by Purchasers pursuant to and in accordance with this Section 8.7(c)(i) and, subject to Section 8.7(c)(ii) below, hereby waives any right in law or equity to contest any such offset (other than any contest regarding the amount of any indemnification claim properly giving rise to such offset).

  • This PVA shall become effective on the Closing Date (the “Effective Date”) and will automatically terminate upon the expiration of the Seller Distribution Term.


More Definitions of Seller Distribution

Seller Distribution as defined in Section 2.3.
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Seller Distribution means the Class B Distribution (as such term is defined in the Operating Agreement of LLC) and the EPE Preferred Distribution (as such term is defined in the EPE Certificate of Designation;
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Related to Seller Distribution

  • Rollover Distribution shall be defined as set forth in Section 5.05, herein."

  • Power Transfer Distribution Factor or “PTDF” shall mean a measure of the responsiveness or change in electrical loadings on Transmission Facilities due to a change in electric power transfer from one area to another, expressed in percent (up to 100%) of the change in power transfer in the pre-contingency configuration of a system under study.

  • Beer distributor means a person who buys beer from a domestic

  • Eligible Rollover Distribution means any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include: (a) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee, the joint lives (or joint life expectancies) of the Distributee and the Distributee's Beneficiary, or for a specified period of 10 years or more; (b) any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; and (c) the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities).

  • Upper-Tier Distribution Account A subaccount of the Distribution Account, which shall be an asset of the Trust Fund and the Upper-Tier REMIC.

  • Lower-Tier Distribution Amount As defined in Section 5.02(a).

  • Lower-Tier Distribution Account A subaccount of the Distribution Account, which shall be an asset of the Trust Fund and the Lower-Tier REMIC.

  • Distributor / Distribution Company means Company(ies), Firm(s), Sole Proprietorship concern(s), individual(s), Banks or any other Financial Institution appointed by the Management Company under intimation to the Trustee for performing any or all of the Distribution Functions and who are registered with MUFAP as Registered Service Providers. The Management Company may itself also performs the Distribution Function.

  • 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.

  • 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.

  • Cash Distribution means the distribution by the Company to all holders of its Common Stock of cash, other than any cash that is distributed upon a merger or consolidation to which Section 2(h) applies or as part of a distribution referred to in paragraph (4) of Section 2(b).

  • 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.

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • Pool Distribution Amount As of any Distribution Date, the funds eligible for distribution to the Holders of the Certificates on such Distribution Date, which shall be the sum of (i) all previously undistributed payments or other receipts on account of principal and interest on or in respect of the Mortgage Loans (including, without limitation, the proceeds of any repurchase of a Mortgage Loan by the Seller and any Substitution Principal Amount) received by the Master Servicer with respect to the applicable Remittance Date in the month of such Distribution Date and any Unscheduled Principal Receipts received by the Master Servicer on or prior to the Business Day preceding such Distribution Date, (ii) all Periodic Advances made by a Servicer pursuant to the related Servicing Agreement or Periodic Advances made by the Master Servicer or the Trustee pursuant to Section 3.03 and (iii) all other amounts required to be placed in the Certificate Account by the Servicer on or before the applicable Remittance Date or by the Master Servicer or the Trustee on or prior to the Distribution Date, but excluding the following:

  • Wholesale distribution means distribution of prescription drugs to persons other than consumers or

  • 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.

  • Master distributor means a wholesaler who acts in the same or similar capacity as a brewer or outstate seller of beer for a brand or brands of beer to other wholesalers on a regular basis in the normal course of business.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Assumed Final Distribution Date The Distribution Date in July 2036.

  • Water distribution system means that portion of the water supply system in which water is conveyed from the water treatment plant or other supply point to the premises of the consumer.

  • Distribution main means the portion of any main with which a service line is, or is intended to be, immediately connected;

  • Rollover Contribution means any rollover contribution to the Plan made by a Participant as may be permitted under Article V.

  • 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:

  • Main Distribution Frame (MDF) is termination frame for outside facility and inter-exchange office equipment at the central office for DS-0 and DSL services.

  • 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".

  • Unclaimed Distribution means any distribution under the Plan on account of an Allowed Claim or Interest to a Holder that has not: (a) accepted a particular distribution or, in the case of distributions made by check, negotiated such check; (b) given notice to the Reorganized Debtors of an intent to accept a particular distribution; (c) responded to the Debtors’ or Reorganized Debtors’ requests for information necessary to facilitate a particular distribution; or (d) taken any other action necessary to facilitate such distribution.