The Special Distribution Clause Samples

The Special Distribution clause defines the terms and conditions under which certain distributions of assets or funds are made outside the regular course of distributions in an agreement. Typically, this clause specifies the circumstances that trigger a special distribution, such as the sale of a significant asset, receipt of an unexpected windfall, or a liquidation event, and outlines how the proceeds are to be allocated among the parties. Its core practical function is to ensure that extraordinary or one-time distributions are handled transparently and fairly, preventing disputes and clarifying expectations among stakeholders.
The Special Distribution provided, for purposes of calculating the amount available to make Restricted Payments, any dividend or distribution paid in reliance on clause (j) shall be deemed to be a Restricted Payment on the date of declaration and not on the date of payment.
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The Special Distribution. (i) In connection with the Sale and the other transactions contemplated hereby, the Parties hereby agree to amend and restate Purchaser's Third Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit 2.5 (the "Fourth Amended and Restated Certificate of Incorporation"). The proposed amendments shall (i) repeal the prohibition on Purchaser stockholder action by written consent, (ii) grant Purchaser's stockholders holding at least majority of the outstanding shares of Purchaser Stock the right to call a special meeting of stockholders, and (iii) grant Purchaser's stockholders the right to receive a cash distribution from Purchaser pursuant to Section IV.B of the Fourth Amended and Restated Certificate of Incorporation (the "Special Distribution"). Subject to the approval of the proposed amendments by the holders of a majority of the shares of Purchaser Stock, the right to the Special Distribution will attach to all of the outstanding shares of Purchaser Stock, is represented by the same certificate that represents shares of Purchaser Stock, and will entitle each holder thereof to the Special Distribution, which shall be payable to Purchaser's stockholders in the manner described in Section IV.B of the Fourth Amended and Restated Certificate of Incorporation. Purchaser's obligation to pay the Special Distribution shall expire on the date on which the Second Distribution Amount (as defined in the Fourth Amended and Restated Certificate of Incorporation) is distributed to holders of shares of Purchaser Stock, or on such earlier date as prescribed in Section IV.B of the Fourth Amended and Restated Certificate of Incorporation and Section 2.5(a)(ii) hereof. (ii) Notwithstanding anything to the contrary set forth herein, the Parties agree that upon completion of a Qualified Sale, Purchaser's obligation to pay the Special Distribution shall terminate and holders of shares of Purchaser Stock shall have no rights whatsoever in, to or under the First Distribution Amount, the Second Distribution Amount or the Maximum Distribution Amount. A "Qualified Sale" is the closing by Purchaser of (x) a firmly underwritten public offering of Purchaser Stock raising gross proceeds to Purchaser of at least $25 million, with a price for Purchaser Stock of at least $2.32 per share; it being understood by the Parties that neither Gilat Israel nor its Affiliates shall participate in the offering; or (y) the closing by Purchaser of the sale in a single tr...
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The Special Distribution. Notwithstanding anything to the contrary contained herein, on September 3, 1999, the holder of the Series D-3 Preferred Units shall be entitled to receive $2,500,000. Such payment shall be treated as a guaranteed payment for the use of capital under Section 707(c) of the Internal Revenue Code and shall have no effect or bearing on any other distribution or redemption amount or upon any other rights or obligations of holders of the Series D-3 Preferred Unit▇. ▇▇HIBIT A (9/3/99) - Gold▇▇▇ ▇▇▇h▇ ▇▇▇9 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇d, LP / TMCT II, LLC (D-3 & D-4 Preferred) VORNADO REALTY L.P. PARTNERS AND PARTNERSHIP INTERESTS Class of Units ----------------------------------------------------------- Series A Value Percentage Preferred of of Shares Series A Series A --------------------------------------------------------------------------------------------------------------------------------- Vornado Realty Trust 5,789,239 $297,508,992 100.0000% Vornado Realty Trust Vornado Finance Corp Vornado Investment Corporation 40 East 14 Realty Associates General Partnership 825 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ding Corporation Menands Holdings Corporation Two Guys From Harrison, N.Y. , Inc. Washington Design Center, L.L.C. Fourth & D Street Partners LP Merchandise Mart Owners, L.L.C. Merchandise Mart Enterprises, L.L.C. World Trade Center Chicago, L.L.C. Gree▇▇ ▇▇▇eet 1998 Exchange Fund L.P. Commonwealth Atlantic Properties Inc. Commonwealth Atlantic - Crystal City OP Holding Inc. GOLD▇▇▇ ▇▇▇H▇ ▇▇▇9 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇D, LP TMCT II, LLC Meadowbrook Equity Fund II, LLC. Jaco▇ ▇ ▇▇▇▇▇▇▇▇, ▇▇. S.D. Phil▇▇▇▇ Geor▇▇ ▇ ▇▇▇▇▇ Canoe House Partners, LLC Roaring Gap Limited Partnership Phil▇▇▇▇ ▇▇▇perty Company, LLC Newk▇▇▇ ▇▇▇tners (See attached schedule) THE MENDIK PARTNERSHIP, L.P. ▇▇▇▇▇▇ ▇▇▇dings L.L.C. MENDIK REALTY COMPANY, INC. FW / Mendik REIT, L.L.C. (2) Mendik RELP Corp. 2750 Associates 2750 Associates Limited Partnership Abra▇▇, ▇▇ust U/W/O Ralp▇ ACI Associates Adle▇, ▇▇be▇▇ ▇▇▇▇▇ & ▇ompany Incorporated Alle▇, ▇. Robe▇▇ ▇▇▇ AMES, ▇▇▇▇▇▇▇ Alpe▇▇, ▇▇▇▇▇ Ambassador Construction Company, Inc. Asch▇▇▇▇▇▇- ▇▇▇▇▇▇, ▇▇le▇ ▇▇▇, ▇▇rb▇▇▇ ▇▇▇▇▇▇, ▇▇sa ▇▇▇ UWO Barb▇▇▇ ▇▇▇▇▇▇▇▇ Aube▇▇, ▇▇▇▇ ▇▇▇ UWO Elli▇ ▇▇▇▇▇▇▇▇ Barr, ▇▇▇▇▇▇ Bark▇▇, ▇▇▇▇▇▇▇ Batk▇▇, ▇▇▇▇▇ Batk▇▇, ▇▇▇▇▇ ▇▇▇8 Trust u/a/d 5/11/98 Berenson, Davi▇ ▇▇▇▇▇▇▇▇, ▇▇an ▇▇▇▇▇▇▇▇, ▇▇ch▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇be▇▇ ▇▇▇▇▇▇, ▇▇ic▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇ui▇ ▇▇▇▇▇▇▇, ▇▇cq▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇el ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇dl▇▇ ▇▇▇▇, ▇▇ri▇ ▇▇▇▇▇▇, ▇▇ni▇▇ ▇. Carb, Sall▇ ▇▇▇▇▇▇, ▇▇rg▇▇▇▇ ▇...
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The Special Distribution. (i) Amount (as defined in the Fourth Amended and Restated Certificate of Incorporation) is distributed to holders of shares of Purchaser Stock, or on such earlier date as prescribed in Section IV.B of the Fourth Amended and Restated Certificate of Incorporation and Section 2.5(a)(ii) hereof. (ii) Notwithstanding anything to the contrary set forth herein, the Parties agree that upon completion of a Qualified Public Offering, Purchaser's obligation to pay the Special Distribution shall terminate and holders of shares of Purchaser Stock shall have no rights whatsoever in, to or under the First Distribution Amount, the Second Distribution Amount or the Maximum Distribution Amount. A "Qualified Public Offering" is the closing by Purchaser of a firmly underwritten public offering of Purchaser Stock raising gross proceeds to Purchaser of at least $25 million, with a price for Purchaser Stock of at least $2.32 per share; it being understood by the Parties that neither Gilat Israel nor its Affiliates shall participate in the offering.
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The Special Distribution. Notwithstanding anything to the contrary contained herein, on November 24, 1999, the holder of the Series D-5 Preferred Units shall be entitled to receive $2,337,500.00. Such payment shall be treated as a guaranteed payment for the use of capital under Section 707(c) of the Internal Revenue Code and shall have no effect or bearing on any other distribution or redemption amount or upon any other rights or obligations of holders of the Series D-5 Preferred Units.
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Related to The Special Distribution

  • Special Distribution If and whenever the Company shall issue or distribute to all or substantially all the holders of Common Stock: (i) shares of the Company of any class, other than Common Stock; (ii) rights, options or warrants; or (iii) any other assets (excluding cash dividends and equivalent dividends in shares paid in lieu of cash dividends in the ordinary course); and if such issuance or distribution does not constitute a Share Reorganization or a Rights Offering (any such event being herein called a "Special Distribution"), then in each such case the applicable Fixed Price shall be adjusted, effective immediately after the record date at which the holders of Common Stock are determined for purposes of the Special Distribution, by multiplying the applicable Fixed Price in effect on such record date by a fraction of which: (i) the numerator shall be the difference between: (A) the product of the number of shares of Common Stock outstanding on such record date and the Market Price of the Common Stock on such date; and (B) the fair market value, as determined by the Directors (whose determination shall be conclusive), to the holders of Common Stock of the shares, rights, options, warrants, evidences of indebtedness or other assets issued or distributed in the Special Distribution (net of any consideration paid therefor by the holders of Common Stock), and (ii) the denominator shall be the product of the number of shares of Common Stock outstanding on such record date and the Market Price of the Common Stock on such date.

  • Special Distributions In case the Company shall fix a record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(c) and 4(d) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(e) above), the Warrant Price to be in effect on and after such record date shall be adjusted by multiplying the Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, and (ii) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant prior to the date such subsequent adjustment was made.

  • Final Distribution The Issuer shall give the Indenture Trustee at least 30 days written notice of the Payment Date on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche will be made upon presentation and surrender of Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders. (a) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

  • Final Distributions Upon the winding up of the LLC, the assets must be distributed as follows: (a) to the LLC creditors; (b) to Members in satisfaction of liabilities for distributions; and (c) to Members first for the return of their contributions and secondly respecting their LLC interest, in the proportions in which the Members share in profits and losses.

  • Residual Distributions If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights and preferences.