Distributions to PGC Sample Clauses

Distributions to PGC. For the period, if any, beginning at the time of consummation of the IPO and ending on the second anniversary of the Closing Date, without the prior written consent of Duke and Phil▇▇▇▇: (▇) the Company shall not make (or enter into a plan or arrangement to make) any Distribution of cash or other property to PGC in excess of the product of the aggregate Distribution to all Members and PGC's Percentage Interest as of the Closing Date, (ii) the Company shall not make (or enter into a plan or arrangement to make) any Distribution to PGC of cash or other property other than Distributions to fund dividends by the Corporation to its shareholders and Distributions pursuant to Section 7.6(a)(i) of the LLC Agreement and (iii) PGC shall not be liquidated, shall not be merged into the Corporation, shall not distribute to any shareholder of PGC the Company Interest issued to PGC pursuant to Section 2.1(k) of the Contribution Agreement and shall not be converted into, or merged into or otherwise caused to become, a partnership or disregarded entity for federal income tax purposes (nor shall there be any plan or arrangement to do so). Without the prior written consent of each of Duke and Phil▇▇▇▇: (▇) no amendment shall be made to Section 6.3, Article VII or Article VIII (other than Section 8.2(b)) of the LLC Agreement, or any reference thereto in the LLC Agreement or any defined term used therein, prior to the second anniversary of the Closing Date, and any amendment made after such second anniversary to any such provision shall not apply to any taxable period, or portion thereof, ending on or before the second anniversary of the Closing Date and (b) no amendment shall be made to Section 8.2(b) of the LLC Agreement or any reference thereto in the LLC Agreement or any defined term used therein.
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Distributions to PGC. 9 Section 4.2 Tax Status....................................................
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Related to Distributions to PGC

  • 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 of Cash Flow Cash flow for each taxable year of the Company shall be distributed to the Member at such times and in such amounts as the Member shall determine.

  • Interim Distributions At such times as may be determined by it in its sole discretion, the Trustee shall distribute, or cause to be distributed, to the Beneficiaries, in proportion to the number of Trust Units held by each Beneficiary relating to the Trust, such cash or other property comprising a portion of the Trust Assets as the Trustee may in its sole discretion determine may be distributed without detriment to the conservation and protection of the Trust Assets in the Trust.

  • No Distributions Make any Distribution except Permitted Distributions.