Distributions of Available Cash The Management Committee shall review the Company’s accounts at the end of each calendar quarter to determine whether distributions are appropriate. Subject to § 18-607 of the Delaware Act, the Management Committee shall authorize such distributions of Available Cash as it may determine in its sole discretion. All such distributions of cash shall be made to the Members in the following manner:
(a) First, to each Member with Series B Convertible Preferred Units and/or Series C Preferred Units ratably in proportion to, and up to, the sum of their respective Capital Contributions in respect of Series B Convertible Preferred Units and Series C Preferred Units (after taking into account prior distributions made pursuant to this clause (a));
(b) Second, to each Member in proportion to, and up to, their respective Capital Contributions in respect of Units (as such Capital Contributions shall have been revalued pursuant to this Agreement and after taking into account prior distributions made pursuant to this clause (b));
(c) Third, to each Member with Series B Convertible Preferred Units and/or Series C Preferred Units ratably in proportion to, and up to, the amount by which the Liquidation Preference (without taking into account any distributions made pursuant to clause (a) above) exceeds the Initial Liquidation Preference for all of the Series B Convertible Preferred Units and/or Series C Preferred Units owned by each such Member;
(d) Fourth, to each Member with Series B Convertible Preferred Units and/or Series C Preferred Units in proportion to, and up to, the amount equal to the quotient of: (i) the product of the Tax Rate Differential and the amount distributed to such Member pursuant to clause (c) above, and (ii) the difference between one (1) and the maximum marginal federal income and New York State and New York City individual tax rate (including, to the extent applicable, alternative minimum tax, if any) expressed as a decimal (after taking into account prior distributions made pursuant to this clause (d));
(e) Fifth, to each Member with Series A Preferred Units in proportion to, and up to, the sum of (i) the amount by which the Liquidation Preference exceeds the Initial Liquidation Preference for all of the Series A Preferred Units owned by each such Member and (ii) the aggregate Unpaid Distribution Amount for all of the Series A Preferred Units owned by each such Member; and
(f) Sixth, to each Member in proportion to the Percentage Interests. Notwithstanding anything to the contrary above, if Available Cash is derived from a transaction that occurs in connection with the dissolution, termination and liquidation of the Company, any Available Cash that is derived from or attributable to such a transaction shall be distributed to the Members in accordance with Section 13.3. For purposes of this Agreement, the Capital Contributions in respect of Series C Preferred Units shall be deemed to be their Initial Liquidation Preference.
Distributions of Available Cash from Capital Surplus Available Cash that is deemed to be Capital Surplus pursuant to the provisions of Section 6.3(a) shall be distributed, unless the provisions of Section 6.3 require otherwise, to the General Partner and the Unitholders, Pro Rata, until a hypothetical holder of a Common Unit acquired on the Closing Date has received with respect to such Common Unit distributions of Available Cash that are deemed to be Capital Surplus in an aggregate amount equal to the Initial Unit Price. Available Cash that is deemed to be Capital Surplus shall then be distributed (A) to the General Partner in accordance with its Percentage Interest and (B) to all Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage. Thereafter, all Available Cash shall be distributed as if it were Operating Surplus and shall be distributed in accordance with Section 6.4.
Distributions of Distributable Cash Except as otherwise provided in Article VII hereof, Distributable Cash for each Fiscal Year may be distributed to the Holders at such times, if any, and in such amounts as shall be determined in the sole discretion of the Trustees. In exercising such discretion, the Trustees shall distribute such Distributable Cash so that Holders that are regulated investment companies can comply with the distribution requirements set forth in Code Section 852 and avoid the excise tax imposed by Code Section 4982.
Distributions and Redemptions Maker shall not declare or pay any dividends or make any distributions of cash, property or securities of Maker with respect to any shares of its common stock, preferred stock or any other class or series of its stock, or, directly or indirectly (except for repurchases of common stock by Maker in accordance with the terms of employee benefit plans or written agreement between Maker and any of its employees approved by the Board of Directors of Maker prior to February 1, 2004), redeem, purchase, or otherwise acquire for any consideration any shares of its common stock or any other class of its stock.
Distributions of Available Cash From Operating Surplus Available Cash that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated by Section 5.6(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):
(a) First, 100% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter;
(b) Second, 100% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter;
(c) Third, (i) to the General Partner in accordance with its Percentage Interest; (ii) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter;
(d) Fourth, (i) to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and
(e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e).
Distributions Payable in Cash; Redemption Payments In the event that the Board of the Investment Company shall declare a distribution payable in cash, the Investment Company shall deliver to FTIS written notice of such declaration signed on behalf of the Investment Company by an officer thereof, upon which FTIS shall be entitled to rely for all purposes, certifying (i) the amount per share to be distributed, (ii) the record and payment dates for the distribution, and (iii) that all appropriate action has been taken to effect such distribution. Once the amount and validity of any dividend or redemption payments to shareholders have been determined, the Investment Company shall transfer the payment amounts from the Investment Company's accounts to an account or accounts held in the name of FTIS, as paying agent for the shareholders, in accordance with any applicable laws or regulations, and FTIS shall promptly cause payments to be made to the shareholders.
Net Asset Value, Distributions, and Redemptions Section 1. Determination of Net Asset Value, Net Income, and Distributions. Subject to Article III, Section 6 hereof, the Trustees, in their absolute discretion, may prescribe and shall set forth in the By-laws or in a duly adopted resolution of the Trustees such bases and time for determining the per Share net asset value of the Shares of any Series and the declaration and payment of dividends and distributions on the Shares of any Series, as they may deem necessary or desirable.
Allocations and Distributions The LLC's profits and losses shall be allocated to the Member. At the time determined by a majority of the Managers, the Managers may cause the LLC to distribute to the Member any cash held by it which is neither reasonably necessary for the operation of the LLC nor the performance of its contractual obligations, nor which is in violation of Sections 18-607 or 18-804 of the Act or any contractual agreement binding on the LLC.
Waiver of Liquidation Distributions; Redemption Rights In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases Shares in the IPO or in the aftermarket, any additional Shares so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any Shares into funds held in the Trust Account upon the successful completion of an initial business combination.
Available Cash Asset Representation Reviewer Fee, Expenses and Indemnities up to a Maximum of $200,000 Per Year Paid Asset Representation Reviewer Fee, Expenses and Indemnities up to a Maximum of $200,000 Per Year Shortfall Servicing Fee Paid Servicing Fee Shortfall Administration Fee Paid Administration Fee Shortfall Remaining Cash Available to Pay Note Interest Cash Available to Pay Note Interest Cash Available to Pay Termination Payment Class A-1 notes Interest Paid Class A-2 notes Interest Paid Class A-3 notes Interest Paid Class A-4 notes Interest Paid Class B notes Interest Paid Class A-1 notes Interest Shortfall Class A-2 notes Interest Shortfall Class A-3 notes Interest Shortfall Class A-4 notes Interest Shortfall Class B notes Interest Shortfall CNH Equipment Trust 2018-B $181,000,000 Class A-1 2.47044% Asset Backed Notes due October 15, 2019 $260,000,000 Class A-2 2.93% Asset Backed Notes due December 15, 2021 $280,000,000 Class A-3 3.19% Asset Backed Notes due November 15, 2023 $70,700,000 Class A-4 3.37% Asset Backed Notes due May 15, 2024 $18,230,000 Class B 3.56% Asset Backed Notes due February 17, 2026 Class A-1 notes Principal Paid Class A-2 notes Principal Paid Class A-3 notes Principal Paid Class A-4 notes Principal Paid Class B notes Principal Paid Deposits to Spread Account Turbo Principal Payment Amount (this Period) LTD Turbo Principal Payment Amount Total Principal Balance of Notes (End of Period) A-1 notes Ending Principal balance A-2 notes Ending Principal balance A-3 notes Ending Principal balance A-4 notes Ending Principal balance Class B notes Ending Principal balance Release excess to the Certificateholders Asset Backed Certificate Actual Payment Date Total Principal Balance of Notes (Beginning of Period) A-1 notes Beginning Principal balance A-2 notes Beginning Principal balance A-3 notes Beginning Principal balance A-4 notes Beginning Principal balance Class B notes Beginning Principal balance Total Principal Balance of Notes (End of Period) WAL A-1 notes Ending Principal balance A-2 notes Ending Principal balance A-3 notes Ending Principal balance A-4 notes Ending Principal balance Class B notes Ending Principal balance $181,000,000 Class A-1 2.47044% Asset Backed Notes due October 15, 2019 $260,000,000 Class A-2 2.93% Asset Backed Notes due December 15, 2021 $280,000,000 Class A-3 3.19% Asset Backed Notes due November 15, 2023 $70,700,000 Class A-4 3.37% Asset Backed Notes due May 15, 2024 $18,230,000 Class B 3.56% Asset Backed Notes due February 17, 2026 Class A-2 notes Interest Paid Class A-3 notes Interest Paid Class A-4 notes Interest Paid Class B notes Interest Paid Class A-2 notes Interest Shortfall Class A-3 notes Interest Shortfall Class A-4 notes Interest Shortfall Class B notes Interest Shortfall Class A-2 notes Principal Paid Class A-3 notes Principal Paid Class A-4 notes Principal Paid Class B notes Principal Paid Required Spread Account Deposit Required Spread Account Target Required Spread Account 2.25% Beginning Spread Account Balance Spread Account Withdrawals to Distribution Account Spread Account Deposits from Excess Cash Spread Account Released to Seller Ending Spread Account Balance Purchase Total Release to Seller “The Administrator hereby directs the Indenture Trustee to pay on the Payment Date set forth above from the Certificate Distribution Account to the Certificateholders, on a pro rata basis, zero payment.” $181,000,000 Class A-1 2.47044% Asset Backed Notes due October 15, 2019 $260,000,000 Class A-2 2.93% Asset Backed Notes due December 15, 2021 $280,000,000 Class A-3 3.19% Asset Backed Notes due November 15, 2023 $70,700,000 Class A-4 3.37% Asset Backed Notes due May 15, 2024 $18,230,000 Class B 3.56% Asset Backed Notes due February 17, 2026 [In the first report to noteholders include:]
