S CORPORATION DISTRIBUTION Sample Clauses

The S Corporation Distribution clause outlines the rules and procedures for distributing profits or other assets from an S Corporation to its shareholders. Typically, this clause specifies how and when distributions are made, ensuring they are proportional to each shareholder's ownership interest and compliant with IRS regulations governing S Corporations. By clearly defining the distribution process, this clause helps prevent disputes among shareholders and ensures that the corporation maintains its S Corporation status by adhering to required distribution practices.
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S CORPORATION DISTRIBUTION. AAA" NOTES. The Company shall, upon request of the Stockholder, distribute to the Stockholder on the Closing Date immediately prior to the Closing an amount equal to the amount of the Company's Accumulated Adjustment Account as of the Closing Date, in either (a) cash or (b) cash plus a promissory note of the Company payable to the order of the Stockholder in form and substance satisfactory to the Stockholder.
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S CORPORATION DISTRIBUTION. Within 30 days after the Closing, Parent shall cause the Company to distribute to the Stockholders cash in an amount equal to the undistributed S Corporation retained earnings of the Company existing as of the Closing Date (it being understood that such amount shall not exceed the difference between (a) $4,500,000, and (b) any undistributed S Corporation retained earnings distributed to the Stockholders between the date of this Agreement and the Closing). The Company and the Designated Stockholders shall cooperate with Parent in determining the actual amount of undistributed S Corporation retained earnings to be so distributed to the Stockholders.
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S CORPORATION DISTRIBUTION. Prior to the Closing, Sellers shall cause the Company to make certain payments to such Persons, and in such amounts, as set forth on Section 5.9 of the Disclosure Schedule. The making of such payments by the Company shall not be deemed a breach of any representation, warranty or covenant of Sellers otherwise contained in this Agreement.
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S CORPORATION DISTRIBUTION. AAA" NOTES. The Company shall either (i) distribute to the Stockholder an amount of cash equal to the Stockholder's federal and state income tax liability with respect to income of the Company for the period commencing October 1, 1996 and ending on the Closing Date; provided such amount may be determined on or prior to the Closing Date; or (ii) issue a promissory note in favor of the Stockholder in an amount equal to the Stockholder's federal and state income tax liability with respect to income of the Company for the period commencing October 1, 1996 and ending on the Closing Date, regardless of when such amount may be determined, with such amount to become due and payable no sooner than 30 days and no later than 45 days after such amount is determined and all proceeds of the Initial Public Offering have been received by Acquiror.
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Related to S CORPORATION DISTRIBUTION

  • Liquidation Distribution Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03.

  • Liquidation Distributions All property and all cash in excess of that required to discharge liabilities as provided in Section 12.4(b) shall be distributed to the Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 12.4(c)) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable year (or, if later, within 90 days after said date of such occurrence).

  • 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.

  • Qualified Distributions Qualified distributions from your ▇▇▇▇ ▇▇▇ (both the contributions and earnings) are not included in your income. A qualified distribution is a distribution which is made after the expiration of the five-year period beginning January 1 of the first year for which you made a contribution to any ▇▇▇▇ ▇▇▇ (including a conversion from a Traditional IRA), and is made on account of one of the following events. • Attainment of age 59½ • Disability • First-time homebuyer purchase • Death For example, if you made a contribution to your ▇▇▇▇ ▇▇▇ for 2007, the five-year period for determining whether a distribution is a qualified distribution is satisfied as of January 1, 2012.

  • 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.