Distributions to Parent Clause Samples

Distributions to Parent. During the Waiver Period, the Borrower shall not declare and pay cash dividends to Parent in excess of an aggregate amount of $375,000 to permit Parent to pay (i) reasonable and customary corporate and operating expenses (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, and compensation, benefits and other amounts payable to officers and employees in connection with their employment in the ordinary course of business and to board of director observers) and (ii) franchise fees or similar taxes and fees required to maintain its corporate existence.
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Distributions to Parent. Distributions of Indemnification Escrow Property shall be made to Parent (on behalf of the applicable Indemnitee(s)) at the address set forth in Section 10.2 of this Agreement or such other address as Parent shall have provided in writing to the Escrow Agent.
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Distributions to Parent. Section 9.12(b)(ii) of the Loan Agreement is hereby amended to delete the references to “$2,000,000” appearing therein and substitute “$7,500,000” therefor.
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Distributions to Parent. If at any time, and from time to time, Parent advises the Escrow Agent pursuant to a Claims Notice according to Article X of the Merger Agreement, with a copy delivered simultaneously to the Securityholders’ Representative, (a) that Parent is entitled to indemnification pursuant to Article X of the Merger Agreement and (b) the amount of indemnification due (the “Indemnity Amount”), then the Escrow Agent shall, within thirty Business Days after the date of receipt of the written notice from Parent, deliver the number of shares of Parent Common Stock to Parent (or any persons designated in writing by Parent) from the Escrow Fund. Parent will include in the written notice the number of shares to be disbursed, determined as the quotient of (i) the Indemnity Amount divided by (ii) the Assumed Value, unless the Escrow Agent shall have received, within fifteen Business Days after the date the Escrow Agent received such written notice from Parent, a written objection from the Securityholders’ Representative to such delivery setting forth the amount in dispute with respect to such Claims Notice (the “Disputed Amount”), in which case the Escrow Agent shall deliver that number of shares, as instructed by the Securityholders’ Representative, if any, that, when multiplied by the Assumed Value, equals the amount not in dispute with respect to such Claims Notice (the “Undisputed Amount”) to Parent (or its designee) and shall continue to hold the shares with respect to the Disputed Amount until either (a) receipt of a certificate signed by Parent and the Securityholders’ Representative (1) directing the Escrow Agent to deliver that number of shares to Parent (or its designee) that, when multiplied by the Assumed Value, equals all or a portion of the Disputed Amount and (2) acknowledging that such delivery by the Escrow Agent to Parent (or its designee) shall satisfy and discharge any remaining claims of Parent Indemnitees with respect to the related Claims Certificate or (b) receipt of a final nonappealable judgment of a court of competent jurisdiction directing the Escrow Agent to deliver to Parent (or its designee) that number of shares that, when multiplied by the Assumed Value, equals all or a portion of the Disputed Amount.
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Distributions to Parent. Clause (c) of Section 7.6 of the Original Agreement is hereby amended in its entirety to read as follows:
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Related to Distributions to Parent

  • Distributions to the Borrower The Agent may (with the Borrower’s consent or in accordance with Clause 28 (Set-off)) apply any amount received by it for the Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Borrower under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

  • Distributions to Members Section 9.1

  • Other Distributions In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

  • Distributions to Shareholders (a) The Trustees shall from time to time distribute ratably among the Shareholders of any class of Shares, or any series of any such class, in accordance with the number of outstanding full and fractional Shares of such class or any series of such class, such proportion of the net profits, surplus (including paid-in surplus), capital, or assets held by the Trustees as they may deem proper or as may otherwise be determined in accordance with this Declaration. Any such distribution may be made in cash or property (including without limitation any type of obligations of the Trust or any assets thereof) or Shares of any class or series or any combination thereof, and the Trustees may distribute ratably among the Shareholders of any class of shares or series of any such class, in accordance with the number of outstanding full and fractional Shares of such class or any series of such class, additional Shares of any class or series in such manner, at such times, and on such terms as the Trustees may deem proper or as may otherwise be determined in accordance with this Declaration. (b) Distributions pursuant to this Section 9.2 may be among the Shareholders of record of the applicable class or series of Shares at the time of declaring a distribution or among the Shareholders of record at such later date as the Trustees shall determine and specify. (c) The Trustees may always retain from the net profits such amount as they may deem necessary to pay the debts or expenses of the Trust or to meet obligations of the Trust, or as they otherwise may deem desirable to use in the conduct of its affairs or to retain for future requirements or extensions of the business. (d) Inasmuch as the computation of net income and gains for Federal income tax purposes may vary from the computation thereof on the books, the above provisions shall be interpreted to give the Trustees the power in their discretion to distribute for any fiscal year as ordinary dividends and as capital gains distributions, respectively, additional amounts sufficient to enable the Trust to avoid or reduce liability for taxes.

  • Distributions Other Than Cash Whenever the Depositary shall receive any distribution other than cash on the deposited Preferred Stock, the Depositary shall, subject to Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution. The Depositary shall not make any distribution of securities to the holders of Receipts unless the Company shall have provided to the Depositary an opinion of counsel stating that such securities have been registered under the Securities Act or do not need to be registered. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall be, subject to Sections 3.01 and 3.02, distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.01 in the case of a distribution received in cash.