Liquidating Share Sample Clauses

The Liquidating Share clause defines how the proceeds from the liquidation of a company are distributed among its shareholders. Typically, this clause specifies the proportion or priority of payments each class of shares receives when the company's assets are sold off, such as in the event of dissolution or bankruptcy. For example, preferred shareholders may be entitled to receive their investment back before any distributions are made to common shareholders. The core function of this clause is to ensure a clear and predetermined allocation of liquidation proceeds, thereby reducing disputes and uncertainty among stakeholders during the winding-up process.
Liquidating Share. In the event any Limited Partner shall withdraw or be required to withdraw in accordance with the provisions of this Article IV, there shall be paid to such Limited Partner or his/her legal representative within 60 days after the last day of the fiscal year of the Partnership which constitutes the effective date of withdrawal, an amount equal to such Partner's positive Capital Account balance as of the effective date of withdrawal; provided, however, that in the event of a mandatory withdrawal under Section 4.03, such Partner shall be paid an amount equal to the lesser of (i) his/her Capital Contribution(s) less distributions paid to such Partner prior to the withdrawal date, other than distributions paid under Section 3.05(a)(ii), or (ii) his/her positive Capital Account balance.
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Liquidating Share. In the case of the dissolution of the Partnership, the positive Capital Account balance of a Partner as of the close of business on the effective date of such dissolution.
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Liquidating Share. The term “Liquidating Share,” for any Partner, shall mean the closing Capital Account of such Partner as of a withdrawal date.
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Liquidating Share. In the event any Member shall withdraw or be required to withdraw in accordance with the provisions of this Section 4.4, there shall be paid to such Member or his or her legal representative within 180 days after the last day of the Fiscal Year in which the effective date of withdrawal occurs, an amount equal to such Member's positive Capital Account
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Liquidating Share. CHANGE IN STATUS OF GENERAL PARTNER; CHANGE IN STATUS OF DIVIDENDS OR DISQUALIFICATION OF GENERAL PARTNER..................................36
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Liquidating Share. (a) In the event any Limited Partner shall withdraw or be required to withdraw in accordance with the provisions of Sections 4.1 or 9.10, there shall be distributed to such Limited Partner or its legal representative within ninety (90) days after the last day of the fiscal year of the Partnership in which such withdrawal occurred, an amount equal to the balance of such Limited Partner's Capital Account as of the end of such fiscal year of the Partnership or, if withdrawal occurs other than at the end of a fiscal year, the date of such withdrawal; provided, however, that except in the case of a dissolution of the Partnership, the payment to be made pursuant to this Section 4.3 to such Limited Partner shall be subject to reduction in such amount not in excess of five percent (5%) of such payment as the General Partner may determine to be necessary to cover the costs of selling Securities or other property in order to effect such payment. (b) The Partnership may, in the discretion of the General Partner, subject to the limitations set forth below, make any distribution or payment pursuant to this Section 4.3 in cash, in Securities or in the form of a promissory note of the Partnership maturing upon the dissolution of the Partnership and bearing interest at the minimum rate necessary to avoid the imputation of interest under the Code. However, unless a Limited Partner withdrawing pursuant to Section 4.1 otherwise elects, no distribution of Securities, or of any interest therein, shall be made to such Limited Partner if the effect of such distribution, as set forth in an Opinion of Counsel, would be to continue the situation or circumstance giving rise to the necessity for such Limited Partner's withdrawal. (c) If any payment pursuant to this Section 4.3 is made in whole or in part by delivery of a promissory note of the Partnership, such note shall be payable on the same terms as the note described in Section 4.1(a)(iv).
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Liquidating Share. In the event any Partner shall be required to, or shall elect to, withdraw or reduce its interest in the Partnership in accordance with the provisions of Section 10 or Section 7 hereof, there shall be paid to such Partner or its legal representative within ninety (90) days after the end of the most recently ended second or fourth fiscal quarter of the Partnership after the date of withdrawal, without interest, an amount equal to (i) in the case of a withdrawal of such Partner's interest in the Partnership, such Partner's Deemed Partnership Unit Value as of the end of such semi-annual period, or (ii) in the case of a reduction of such Partner's interest in the Partnership, an amount necessary to reduce such Partner's interest to the extent determined as provided in Section 10 or Section 7 hereof; PROVIDED HOWEVER, that the payment to be made pursuant to this Section 9.5 to such Partner, if made in cash, shall be subject to reduction in an amount equal to the lesser of the costs of selling Property or other Partnership assets in order to effect such payment, or two percent (2%) of such payment.
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Related to Liquidating Share

  • Liquidating Dividends If the Company declares or pays a dividend upon the Common Stock payable otherwise than in cash out of earnings or earned surplus (determined in accordance with generally accepted accounting principles, consistently applied) except for a stock dividend payable in shares of Common Stock (a “Liquidating Dividend”), then the Company shall pay to the Registered Holder of this Warrant at the time of payment thereof the Liquidating Dividend which would have been paid to such Registered Holder on the Warrant Stock had this Warrant been fully exercised immediately prior to the date on which a record is taken for such Liquidating Dividend, or, if no record is taken, the date as of which the record holders of Common Stock entitled to such dividends are to be determined.

  • Liquidating Distributions Notwithstanding anything to the contrary in this Article VII or in Section 8.3 of the Master Agreement, upon the sale of the Property or the dissolution and liquidation of the Series in accordance with the provisions of this Agreement and of Section 8.3 of the Master Agreement, the proceeds of liquidation of the Series or the sale of the Property will be distributed within ninety (90) days of the date of sale of the Property or the dissolution and liquidation in the following order and priority: (i) First, to creditors of the Series, including the Members who are creditors, to the extent otherwise permitted by law, in satisfaction (whether by payment or the making of reasonable provision for payment thereof) of all debts, liabilities, obligations and expenses of the Series, including, without limitation, the expenses incurred in connection with the liquidation of the Series; and (ii) Second, to the Members pro rata in proportion to their holdings of Shares, with such Distributions to be made by the end of the Fiscal Year during which the liquidation occurs (or, if later, ninety (90) days after the date of the liquidation).

  • Character of Liquidating Distributions All payments made in liquidation of the interest of a Unit Holder in the Company shall be made in exchange for the interest of such Unit Holder in Property pursuant to Section 736(b)(1) of the Code, including the interest of such Unit Holder in Company goodwill.

  • Liquidating Events The Company shall dissolve and commence winding up and liquidating upon the first to occur of the following (each, a “Liquidating Event”): (a) The sale of all or substantially all of the assets of the Company; and (b) The determination of the Managing Member to dissolve, wind up, and liquidate the Company. The Members hereby agree that the Company shall not dissolve prior to the occurrence of a Liquidating Event and that no Member shall seek a dissolution of the Company, under Section 18-802 of the Act or otherwise, other than based on the matters set forth in subsections (a) and (b) above. If it is determined by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event, the Members hereby agree to continue the business of the Company without a winding up or liquidation. In the event of a dissolution pursuant to Section 11.1(b), the relative economic rights of each class of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 11.3 in connection with such dissolution, taking into consideration tax and other legal constraints that may adversely affect one or more parties to such dissolution and subject to compliance with applicable laws and regulations, unless, with respect to any class of Units, holders of a majority of the Units of such class consent in writing to a treatment other than as described above.

  • Distributions Upon Liquidation Proceeds from a Terminating Capital Transaction and any other cash received or reductions in reserves made after commencement of the liquidation of the Partnership shall be distributed to the Partners in accordance with Section 13.2.