Allocations in Event of Transfer Sample Clauses

Allocations in Event of Transfer. Admission of New Partner, Etc. In the event of (i) the transfer of all or any part of a Partner’s Partnership interest, as provided and limited by this Agreement, at any time other than the end of a fiscal year, (ii) the admission of a new Partner or (iii) the making of disproportionate capital contributions, the transferring Partner’s, new Partner’s or continuing Partners’ shares of the Partnership’s income, gain, loss, deductions and credits allocable to such Partnership interest will be allocated between the transferor Partner and the transferee Partner(s) in the same ratio as the number of days in such fiscal year before and after the date of such event; provided, however, that the General Partners may treat the periods before and after such event as separate fiscal years.
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Allocations in Event of Transfer. In the event of the transfer of a Member's Membership Interest (in accordance with and subject to the provisions of this Agreement) in the Company at any time other than at the end of a Fiscal Year, or the admission of a new Member at any time other than the end of a Fiscal Year, or the making by the Members of disproportionate capital contributions, the periods before and after such transfer, admission or disproportionate capital contributions shall be treated as separate fiscal years, and the Company's net income, net loss and credits for each of such deemed separate fiscal years shall be allocated in accordance with the Members' respective Allocation Interests for each of such deemed separate fiscal years.
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Allocations in Event of Transfer. If an interest in the Company is Transferred in accordance with this Agreement, allocations of Profits and Losses as between the transferor and transferee shall be made using any method selected by the Managing Member and permitted under Section 706 of the Code.
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Allocations in Event of Transfer. In the event of the transfer of a Partner's interest (in accordance with and subject to the provisions of this Agreement) in the Partnership at any time other than at the end of a Fiscal Year, or the admission of a new Partner at any time other than the end of a Fiscal Year, the periods before and after such transfer or admission shall be treated as separate fiscal years, and the Partnership's net income, net loss and credits for each of such deemed separate fiscal years shall be allocated in accordance with the Partners' respective percentage interests in the Partnership for each of such deemed separate fiscal years.
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Allocations in Event of Transfer. If an interest in the Partnership is Transferred in accordance with this Agreement, allocations of Profits and Losses as between the transferor and transferee shall be made using any method selected by the General Partner and permitted under applicable law.
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Allocations in Event of Transfer. ADMISSION OF NEW PARTNER, ETC. In the event of (i) the transfer of all or any part of a Partner's Partnership Interest (in accordance with the provisions of this Agreement), or (ii) the admission of a new Partner at any time other than at the end of a Fiscal Year, the transferring Partner's and new Partner's shares of the Partnership's income, gain, loss, deductions and credits allocable to such interest, as computed both for accounting purposes and for income tax purposes, shall be allocated between the transferor Partner and the transferee Partner (or Partners), or the new Partner and the other Partners, as the case may be, in the same ratio as the number of days in such Fiscal Year before and after the date of such transfer or admission; provided, however, that the General Partner shall have the option to treat the periods before and after the date of such transfer, admission or disproportionate capital contributions as separate Fiscal Years and allocate the Partnership's net income, gain, net loss, deductions and credits for each of such deemed separate Fiscal Years in accordance with the Partners' respective interests in the Partnership for such deemed separate Fiscal Years.
Sample 1Sample 2
Allocations in Event of Transfer. If an Interest in the Company is Transferred in accordance with this Agreement, allocations of Profits and Losses as between the transferor and transferee shall be determined using the interim closing of the books method.
Sample 1
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Allocations in Event of Transfer. In the event of (i) the transfer of a Member's Membership Interest (in accordance with and subject to the provisions of this Agreement) in the Company, (ii) the admission of a new Member, or (iii) the making by the Members of disproportionate capital contributions, at any time other than the end of a Fiscal Year, the periods before and after such transfer, admission or disproportionate capital contributions shall be treated as separate fiscal years, and the Company's net income, net loss and credits for each of such deemed separate fiscal years shall be allocated in accordance with the Members' respective Percentage Interests for each of such deemed separate fiscal years.
Sample 1
Allocations in Event of Transfer. ADMISSION OF NEW PARTNER, ETC. In the event of the transfer of all or any part of a Partner's Partnership interest, as provided and limited by this Agreement, at any time other than the end of a Fiscal Year, the admission of a new Partner or disproportionate capital contributions, the transferring Partner's, new Partner's or continuing Partners' shares of the Partnership's income, gain, loss, deductions and credits allocable to such Partnership interest will be allocated between the transferor Partner and the transferee Partner(s) in the same ratio as the number of days in such Fiscal Year before and after the date of such event; provided that the General Partners may treat the periods before and after such event as separate Fiscal Years.
Sample 1

Related to Allocations in Event of Transfer

  • Adjustment for Certain Events The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

  • ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS 3.1 Flip-in Event

  • Certain Events If any event occurs of the type contemplated by the adjustment provisions of this Paragraph 4 but not expressly provided for by such provisions, the Company will give notice of such event as provided in Paragraph 4(g) hereof, and the Company's Board of Directors will make an appropriate adjustment in the Exercise Price and the number of shares of Common Stock acquirable upon exercise of this Warrant so that the rights of the holder shall be neither enhanced nor diminished by such event.

  • Certain Representations; Reservation and Availability of Shares of Common Stock or Cash (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

  • Adjustment for Consolidation, Merger or Other Reorganization Event (1) In the event of:

  • Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events If (a) an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to the Transaction or (b) the Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of (i) a Nationalization, Insolvency or Merger Event in which the consideration to be paid to holders of Shares consists solely of cash, (ii) a Merger Event or Tender Offer that is within Counterparty’s control, or (iii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement, in each case that resulted from an event or events outside Counterparty’s control), and if Dealer would owe any amount to Counterparty pursuant to Section 6(d)(ii) of the Agreement or any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Obligation”), then Dealer shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below), unless (a) Counterparty gives irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable, of its election that the Share Termination Alternative shall not apply, (b) Counterparty remakes the representation set forth in Section 8(f) as of the date of such election and (c) Dealer agrees, in its sole discretion, to such election, in which case the provisions of Section 12.7 or Section 12.9 of the Equity Definitions, or the provisions of Section 6(d)(ii) of the Agreement, as the case may be, shall apply.

  • Action Upon Certain Failures of the Master Servicer and Upon Event of Default In the event that a Responsible Officer of the Trustee shall have actual knowledge of any action or inaction of the Master Servicer that would become an Event of Default upon the Master Servicer’s failure to remedy the same after notice, the Trustee shall give prompt written notice thereof to the Master Servicer.

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