Distributed Property. The term “
Distributed Property. The Book Value of property distributed (or deemed distributed) by the Company to any Member, whether in connection with the Liquidation of the Company or otherwise, shall be increased or decreased, as the case may be, to equal its Fair Market Value on the date of distribution (or deemed distribution), and the Capital Accounts of the Members shall be debited or credited, as the case may be, to reflect the manner in which gain or loss, as computed for book purposes, would be allocated among the Members if there were a taxable disposition of such property for such Fair Market Value.
Distributed Property. In case the Borrower shall, by dividend or otherwise, distribute to all or substantially all holders of its Ordinary Shares of any class of Share Capital of the Borrower (other than Ordinary Shares as covered by Section 7.01(e)(i), evidences, of its Financial Debt or other assets or property of the Borrower (including securities, but excluding dividends and distributions covered by Sections 7.01 (e) (ii) or 7.01 (e) (iv) and distributions described below in this subsection (iii) with respect to Spin-Offs) (any of such shares of Share Capital, Financial Debt, or other asset or property hereinafter in this Section 7.01 (e) (iii) called the “Distributed Property”), then, in each such case the Conversion Rate shall be adjusted based on the following formula: CR’ = CR(0) x SP(0) SP(0)-FMV where, CR(0) = the Conversion Rate in effect immediately prior to the Ex Date for such distribution; CR’ = the Conversion Rate in effect immediately after the Ex Date for such distribution; SP(0) = the average of each of the Closing Sale Price of the ADSs divided by the number of Ordinary Shares then represented by each ADS over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex Date for such distribution; and FMV = the fair market value as determined by the Board of Directors of the shares of Share Capital, evidences of Financial Debt, or other assets or property distributed with respect to each outstanding Ordinary Share on the Ex Date for such distribution. Such adjustment shall become effective immediately prior to the opening of business on the Ex Date for such distribution; provided that if “FMV” as set forth above is equal to or greater than “SP(0)” as set forth above, in lieu of the foregoing adjustment, adequate provision shall be made so that 1FC shall have the right to receive, for each $1,000 principal amount of the Convertible Portion of the 1FC C Loan, the amount of Distributed Property IFC would have received had IFC owned a number of Ordinary Shares equal to the Conversion Rate on the record date for such distribution multiplied by the number of Ordinary Shares then represented by each ADS, without being required to convert the Loan. If such distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines “FMV” for purposes of this Section 7.01 (e) (iii) by r...
Distributed Property. Notwithstanding the foregoing provisions of Article 9, upon the distribution of property to a Member, or adjustment in the Book Value of property pursuant to Section 4.7, for the purposes of computing Profits and Losses, such property shall be treated as if it had been sold for its fair market value on the date of such distribution.
Distributed Property. Notwithstanding anything to the contrary contained the foregoing provisions of Article 9, upon the distribution of property (other than cash) to a Member, for the purposes of computing Profit or Loss, such property shall be treated as if it had been sold for its fair market value on the date of such distribution. Except as provided in Section 13.1, no Member may be compelled to accept a distribution of any property from the Company except cash.
Distributed Property. With respect to any property distributed by the Company to a Member at a time when the property’s adjusted book basis differs from its fair market value, Net Income or Net Loss (and the constituent items of income, gain, loss and deduction) shall be computed in accordance with the principles of Section 1.704-1(b)(2)(iv)(e) of the Treasury Regulations.
Distributed Property. All unrealized income, gain, deduction or loss associated with Products or other property distributed in kind to any Member shall be reflected in the Capital Accounts of the Members as if such Products or other property had been sold by the Company for fair market value, as agreed by the Members.
Distributed Property. Notwithstanding the foregoing provisions of Article 9, upon the distribution of property to a Member, for the purposes of computing Profits and Losses, such
Distributed Property. Notwithstanding anything in this Agreement to the contrary, prior to or simultaneous with the Closing the Companies may distribute to the Shareholder the assets and properties described in Section 7.15 of the Companies' Disclosure Schedule; provided, however, that such property shall be distributed to the Shareholder "AS IS, WHERE IS" and no Company shall make any representation or warranty whatsoever to the Shareholder concerning such property.
Distributed Property. If Issuer distributes to all or substantially all holders of its Common Stock, shares of its Capital Stock, evidences of its indebtedness or other of its assets, securities or property or rights, options or warrants to acquire its Capital Stock or other securities, but excluding (i) dividends or distributions as to which an adjustment was effected pursuant to Section 7.6.1(a) or 7.6.1(b), (ii) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to Section 7.6.1(f), and (iii) Spin-Offs to which the provisions set forth in the latter portion of this Section 7.6.1(c) shall apply (any of such shares of Capital Stock, indebtedness or other assets, securities or property or rights, options or warrants to acquire its Capital Stock or other securities, the “Distributed Property”) then, the Conversion Price will be adjusted based on the following formula: where, CP0 = the Conversion Price in effect immediately prior to the open of business on the Ex-Date for such distribution; CP1 = the Conversion Price in effect immediately after the open of business on the Ex-Date for such distribution; SP0 = the average of the Daily VWAP of the Common Stock over the ten (10) consecutive Trading Day period ending on, and including, the Ex-Date for such distribution; and FMV = the fair market value, as determined by the Board, of the portion of the Distributed Property distributable with respect to each outstanding share of Common Stock as of the open of Business on the Ex-Date for such distribution. With respect to an adjustment pursuant to this Section 7.6.1(c) where there has been a payment of a dividend or other distribution on the Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of Issuer, where such Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon consummation of the transaction) on an Exchange (a “Spin-Off”), the Conversion Price shall be decreased based on the following formula: where, CP0 = the Conversion Price in effect immediately prior to the open of business on the last Trading Day of the Valuation Period (as defined below); CP1 = the Conversion Price in effect immediately after the open of business on the last Trading Day of the Valuation Period; FMV0 = the average of the Daily VWAP of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Commo...
