CONTRIBUTION AND DISTRIBUTION Sample Clauses

CONTRIBUTION AND DISTRIBUTION. Section 2.01 Exhibit A Steps; New Debt; Contribution 13 Section 2.02 Transfer of the ▇▇▇▇▇▇▇ ▇▇ Shares and Distribution of the Splitco Shares 14 Section 2.03 Closing 14 Section 2.04 Closing Deliveries by Corning 14 Section 2.05 Closing Deliveries by TDCC 15 Section 2.06 Closing Deliveries by the JV Entity 15
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CONTRIBUTION AND DISTRIBUTION. 7.1 SCU personnel will report to duty during the hours specified by the SCU Commander. 7.2 Each PGE will compensate the SCU personnel detailed from the PGE to the SCU according to the compensation plan of the PGE for which the respective SCU personnel are employed. 7.3 Annually, the SCU Commander shall provide a written evaluation to the PGE from which each of the SCU personnel are detailed concerning the performance of each person detailed to the SCU. This information shall be reflected in the annual evaluation of the individual SCU personnel. 7.4 The Commander of the SCU shall be subject to performance review by the Chairman of the Board. The Chairman of the Board shall annually review the performance of the SCU Commander.
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CONTRIBUTION AND DISTRIBUTION. 1.1 Effective DATE, (the “Award Date”) the Corporation awards to EMPLOYEE (the “Participant”) XXX shares of phantom stock (the “Phantom Stock”) valued by dividing $ by the closing price of a share of the Corporation’s common stock (the “Common Stock”) on the Award Date, and subject to a seven-year vesting schedule. The vesting terms are outlined below and the anniversary date is the date corresponding to the Award Date in subsequent years. 1.2 The Phantom Stock will be paid out in cash upon vesting based on the number of shares vesting multiplied by, except as otherwise provided in Section 3 in the event of a Change in Control, the closing market price of a share of Common Stock on the vesting date or if no trade of Common Stock occurred on that date, then on the preceding date on which the markets were open and a trade occurred. The payment will be processed with the regular payroll cycle and paid out on a bi-weekly payroll date within 30 days following the vesting date. 1.3 The Participant shall become fully vested (a) if the Participant dies while he is employed by the Corporation, or (b) if the Participant becomes disabled, which means any physical or mental impairment which qualifies the Participant for disability benefits under the applicable long-term disability plan maintained by the Corporation or, if no such plan applies, which would qualify such Participant for disability benefits under the Federal Social Security System. Upon the termination of the Participant’s service to the Company, for any reason other than death or disability, the Participant shall forfeit the unvested portion of Phantom Stock.
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CONTRIBUTION AND DISTRIBUTION. Contemporaneous with the Oak Ridge Closing: (a) the Supporting Party shall contribute to the Operating Partnership the amount of $674,841, representing the contribution due in respect of the Oak Ridge Mall pursuant to the Cash Flow Support Agreement, calculated from January 1, 2003 through and including March 31, 2003 in accordance with past practices; and (b) The Operating Partnership shall make a distribution under the Partnership Agreement to the Supporting Party in the amount of $559,000, representing a distribution in respect of 2,600,000 Partnership Units, calculated from January 1, 2003 through and including March 31, 2003.
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CONTRIBUTION AND DISTRIBUTION. Prior to the Closing, the Company shall form two new Delaware limited liability companies (referred to herein as “▇▇▇▇▇▇▇▇▇▇ ▇▇ Assets LLC” and “PrimaPak LLC”) as wholly-owned subsidiaries of the Company. Prior to the Closing, the Company shall (a) amend and restate the operating agreement for PrimaPak LLC in substantially the form of Annex B (the “A&R Operating Agreement”), (b) cause PrimaPak LLC to execute and deliver, that certain IP License Agreement in substantially the form of Annex C (the “IP License Agreement”), (c) contribute to PrimaPak LLC the Excluded IP Assets, (d) contribute to ▇▇▇▇▇▇▇▇▇▇ ▇▇ Assets LLC (i) 50% of the membership interests of PrimaPak LLC and (ii) the Excluded Other Assets, and (e) make one or more distributions to the Seller which together total all of the membership interests in ▇▇▇▇▇▇▇▇▇▇ ▇▇ Assets LLC (each, a “Distribution”). The contributions referred to in clauses (c) and (d) of the foregoing sentence (collectively, the “Contributions”) shall be sufficient to transfer all of the Company’s right, title and interest in and to the assets being contributed to PrimaPak LLC and ▇▇▇▇▇▇▇▇▇▇ ▇▇ Assets LLC, respectively and, together with the conveyance of the ▇▇▇▇▇▇▇▇▇▇ ▇▇ Assets LLC membership interests to the Seller pursuant to the Distribution(s), shall be accomplished pursuant to agreements and instruments of transfer sufficient to accomplish such transfers (the “Conveyance Documents”). As promptly as practicable after the date hereof, the Company shall provide drafts of the Conveyance Documents to Acquiror and shall consider in good faith any reasonable comments that are made in timely fashion. Immediately prior to the Closing, Acquiror shall, or shall cause the Parent Guarantor to, execute and deliver to the Seller a counterpart to the A&R Operating Agreement and the IP License Agreement.
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CONTRIBUTION AND DISTRIBUTION. SECTION 2.01
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CONTRIBUTION AND DISTRIBUTION. As provided in the Contribution Agreement, (a) prior to the consummation of the Partnership Merger, and subject to receipt of all necessary consents and approvals, Horizon Partnership and Newco LP shall effect the Partnership Contribution and Horizon shall effect the Corporate Contribution, and (b) prior to the Partnership Merger and after consummation of the Contribution, Horizon Partnership shall declare and make the Partnership Distribution and Horizon shall declare and make the Corporate Distribution.
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Related to CONTRIBUTION AND DISTRIBUTION

  • Deemed Contribution and Distribution Notwithstanding any other provision of this Article 13, in the event that the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s Property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and immediately thereafter, distributed Partnership Units to the Partners in the new partnership in accordance with their respective Capital Accounts in liquidation of the Partnership, and the new partnership is deemed to continue the business of the Partnership. Nothing in this Section 13.3 shall be deemed to have constituted a Transfer to an Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 or Section 13.3 hereof.

  • LIQUIDATION AND DISTRIBUTION On or as soon after the Closing Date as is conveniently practicable: (a) the Acquired Fund will distribute in complete liquidation of the Acquired Fund, pro rata to its shareholders of record, determined as of the close of business on the Closing Date (the "Acquired Fund Shareholders"), all of the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Acquired Fund (the "Acquired Fund Shares") will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. After the Closing Date, the Acquired Fund shall not conduct any business except in connection with its termination.

  • Deemed Distribution and Recontribution Notwithstanding any other provision of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, the Partnership shall be deemed to have distributed the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership property in kind to the Partnership, which shall be deemed to have assumed and taken such property subject to all such liabilities.

  • Allocations and Distributions The LLC's profits and losses shall be allocated to the Member. At the time determined by a majority of the Managers, the Managers may cause the LLC to distribute to the Member any cash held by it which is neither reasonably necessary for the operation of the LLC nor the performance of its contractual obligations, nor which is in violation of Sections 18-607 or 18-804 of the Act or any contractual agreement binding on the LLC.

  • Winding Up and Distribution On the dissolution of the Company, the business and affairs of the Company shall be wound up in accordance with the applicable provisions by law.