Common use of Permitted Dividend Clause in Contracts

Permitted Dividend. The Company will be permitted to make a one-time cash dividend to the Company Shareholders in an aggregate amount equal to the dollar amount of the cash on the Company Balance Sheet immediately prior to the Effective Time (such distribution, the “Permitted Dividend”). The amount of the Permitted Dividend will be subject to the following adjustments: (a) if, as of the Closing Date, the amount of (X) the Company’s accounts receivable (net of allowance for doubtful accounts) plus cash is less than (Y) the Company’s accounts payable plus accrued expenses (excluding any expenses that are payable or that may become payable in connection with the transactions contemplated by this Agreement), then the amount of the Permitted Dividend will be reduced by the amount of such difference, and (b) if, as of the Closing Date, there is a Working Capital Shortfall (after taking into account any cash left behind in accordance with clause (a) above), then the amount of the Permitted Dividend will be reduced by the amount of the Working Capital Shortfall.

Permitted Dividend. The Company will be permitted to make a one-time cash dividend to the Company Shareholders in an aggregate amount equal to the dollar amount of the cash, cash equivalents and short term investments on the Company Balance Sheet immediately prior to the Effective Time (such distribution, the “Permitted Dividend”). The amount of the Permitted Dividend will be subject to the following adjustments: (a) if, as of the Closing Date, the amount of (X) the Company’s accounts receivable (net of allowance for doubtful accounts) plus cash is less than (Y) the Company’s accounts payable plus accrued expenses (excluding any expenses that are payable or that may become payable in connection with this Agreement and the transactions contemplated by this Agreement), then the amount of the Permitted Dividend will be reduced by the amount of such difference, and (b) if, as of the Closing Date, there is would be a Working Capital Shortfall (after taking into account any cash, cash equivalents and short term investments left behind in accordance with clause (a) above), then the amount of the Permitted Dividend will be reduced by the amount of the such Working Capital Shortfall.”