REVALUATION EVENT Sample Clauses

REVALUATION EVENT. Revaluation Event" shall mean any of the following occurrences: (a) the contribution of money or other property (other than a DE MINIMIS amount) by a new or existing Member to the capital of Palace as consideration for the issuance of an Interest and/or increase in Percentage Interest; (b) the distribution of money or other property (other than a DE MINIMIS amount) by Palace to a retiring or continuing Member as consideration for an Interest and/or decrease in Percentage Interest; or the termination of Palace for federal income tax purposes under section 70(b)(1)(B) of the Code.
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REVALUATION EVENT. Revaluation Event" shall mean any of the following occurrences: (i) the contribution of money or other property (other than a de minimis amount) by a new or existing Member to the capital of the Company; (ii) the distribution of money or other property (other than a de minimis amount) by the Company to a retiring or continuing Member; (iii) the Liquidation of the Company; or (iv) any other event so specified in Section 1.704-1(b)(2)(iv)(f) of the Regulations.
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REVALUATION EVENT. (1) A Contribution (other than a DE MINIMUS amount), (2) a Liquidating Distribution (other than a DE MINIMUS amount), or (3) a Liquidation of the company.
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REVALUATION EVENT. Revaluation Event" shall mean any of the following occurrences: (1) the contribution of money or other property (other than a de minimis amount) by a new or existing Partner to the capital of the Partnership as consideration for the issuance of an additional Unit or other interest in the Partnership; (2) the distribution of money or other property (other than a de minimis amount) by the Partnership to a retiring or continuing Partner as consideration for a Unit or other interest in the Partnership; or (3) the termination of the Partnership for Federal income tax purposes under section 708(b)(1)(B) of the Code; provided, however, under no circumstances shall the issuance of Units pursuant to Section 12.5 of the Agreement constitute a Revaluation Event; and provided further, that the occurrence of an event described in clause (1) or (2) above shall not constitute a Revaluation Event if the General Partner reasonably determines that it is not necessary to adjust the Book Bases of the Partnership's assets or the Partners' Capital Accounts in connection with the occurrence of any such event. (w) Section 704 Capital Account. "Section 704 Capital Account" shall have the meaning assigned to such term in Section 2.1 hereof. 5 <PAGE> (x)
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REVALUATION EVENT. 8 2.58 SHARING RATIO..............................................8 2.59
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REVALUATION EVENT. 9 SECTION 2.60 Series A Preferred Interest........................10 SECTION 2.61 Series B Preferred Interest........................10 SECTION 2.62 Series A Preferred Member..........................10 SECTION 2.63 Series B Preferred Member..........................10 SECTION 2.64 Series A Preferred Units...........................10 SECTION 2.65 Series B Preferred Units...........................10 SECTION 2.66 Substitute Member..................................10 SECTION 2.67 Taxable Year.......................................10 SECTION 2.68
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REVALUATION EVENT. Either (i) the liquidation of the Company (within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g)); or (ii) the contribution of more than a DE MINIMIS amount of money or property by a new or existing member or the distribution of more than a DE MINIMIS amount of money or property to a retiring or continuing Member where such contribution or distribution alters the Percentage Interest of any Member.
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Related to REVALUATION EVENT

  • Revaluation Revalue any of its assets, including without limitation writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business; or

  • Revaluations Notwithstanding Section 6.4.A, Tax Items with respect to Partnership property that is contributed to the Partnership by a Partner shall be shared among the Holders for income tax purposes pursuant to Regulations promulgated under Section 704(c) of the Code, so as to take into account the variation, if any, between the basis of the property to the Partnership and its initial Gross Asset Value. With respect to Partnership property that is contributed to the Partnership in connection with the General Partner’s initial public offering or pursuant to the Partnership’s exercise of rights under any Option Agreement or ROFO Agreement, such variation between basis and initial Gross Asset Value shall be taken into account under the “traditional method” as described in Regulations Section 1.704-3(b). With respect to other properties contributed to the Partnership, the Partnership shall account for such variation under any method consistent with Section 704(c) of the Code and the applicable regulations as chosen by the General Partner. In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (b) of the definition of Gross Asset Value (provided in Article 1), subsequent allocations of Tax Items with respect to such asset shall take account of the variation, if any, between the adjusted basis of such asset and its Gross Asset Value in the same manner as under Section 704(c) of the Code and the applicable regulations consistent with the requirements of Regulations Section 1.704-1(b)(2)(iv)(g) using any method approved under Section 704(c) of the Code and the applicable regulations as chosen by the General Partner, provided, however, that the “traditional method” as described in Regulations Section 1.704-3(b) shall be used with respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering or pursuant to the Partnership’s exercise of rights under any Option Agreement or ROFO Agreement.

  • Liquidity Event If there is a Liquidity Event before the termination of this Safe, this Safe will automatically be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of Proceeds, due and payable to the Investor immediately prior to, or concurrent with, the consummation of such Liquidity Event, equal to the greater of (i) the Purchase Amount (the “Cash-Out Amount”) or (ii) the amount payable on the number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price (the “Conversion Amount”). If any of the Company’s securityholders are given a choice as to the form and amount of Proceeds to be received in a Liquidity Event, the Investor will be given the same choice, provided that the Investor may not choose to receive a form of consideration that the Investor would be ineligible to receive as a result of the Investor’s failure to satisfy any requirement or limitation generally applicable to the Company’s securityholders, or under any applicable laws. Notwithstanding the foregoing, in connection with a Change of Control intended to qualify as a tax-free reorganization, the Company may reduce the cash portion of Proceeds payable to the Investor by the amount determined by its board of directors in good faith for such Change of Control to qualify as a tax-free reorganization for U.S. federal income tax purposes, provided that such reduction (A) does not reduce the total Proceeds payable to such Investor and (B) is applied in the same manner and on a pro rata basis to all securityholders who have equal priority to the Investor under Section 1(d). In connection with Section 1(b)(i) , the Purchase Amount will be due and payable by the Company to the Investor immediately prior to, or concurrent with, the consummation of the Liquidity Event. If there are not enough funds to pay

  • Extraordinary Dividend If the Company, at any time while this Purchase Option is outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company's capital stock receivable upon exercise of the Purchase Option), other than (i) as described in Sections 6.1.1, 6.1.3 or 6.1.4, (ii) regular quarterly or other periodic dividends, (iii) in connection with the conversion rights of the holders of Common Stock upon consummation of the Company's initial Business Combination or (iv) in connection with the Company's liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an "Extraordinary Dividend"), then the Exercise Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company's Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.

  • Independent Evaluation Buyer is an experienced and knowledgeable investor in the oil and gas business. Buyer has been advised by and has relied solely on its own expertise and legal, tax, title, reservoir engineering, environmental and other professional counsel concerning this transaction, the Properties, the value thereof and title thereto.

  • Market Disruption Event Section 6.3(a) of the Equity Definitions is hereby replaced in its entirety by the following:

  • Valuation Date The value of the Collateral shall be determined on the date of the Buy-In (or the payment made pursuant to Section 6.2 below).

  • Capital Adjustments and Corporate Events If, from time to time during the term of this Agreement, there is any capital adjustment affecting the outstanding Common Stock as a class without the Company’s receipt of consideration, the Unvested Shares shall be adjusted in accordance with the provisions of the Plan. Any and all new, substituted or additional securities to which Grantee may be entitled by reason of Grantee’s ownership of the Unvested Awarded Shares hereunder because of a capital adjustment shall be immediately subject to the forfeiture provisions of this Agreement and included thereafter as “Unvested Awarded Shares” for purposes of this Agreement.

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