Corporate Surplus Sample Clauses

Corporate Surplus. If the Corporation shall not have sufficient surplus to permit it to lawfully make payment of the Purchase Price for the Shares purchased by it under this Agreement, the entire available surplus shall be paid on account, and each Shareholder or the legal representative of any Shareholder's estate shall promptly take such measures to vote the respective holdings of Shares owned by the Shareholder to reduce the capital of the Corporation or to take such other steps as may be appropriate or necessary in order to enable the Corporation to lawfully make payment of the purchase price for Shares purchased by it.
Sample 1
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Corporate Surplus. If at the time the Corporation is to make payment of the Purchase Price for the shares of Stock it desires to purchase hereunder, the surplus of the Corporation should prove to be insufficient (under the existing law) to permit the Corporation to purchase such Stock, then the Shareholders agree to perform such acts, execute such instruments and vote their shares in such manner as may be necessary to increase such surplus to an amount sufficient to permit the Corporation to purchase such Stock, provided that the foregoing shall not require the contribution of additional funds to the Corporation by the Shareholders, and further provided that if after having been increased as herein required such surplus shall nevertheless prove to be insufficient to permit the Corporation to purchase some portion of such Stock, the Shareholders may purchase such portion of Stock at the price and upon the terms fixed for the purchase by the Corporation.
Sample 1
Corporate Surplus. In the event the Corporation shall not have sufficient surplus to permit it to lawfully purchase the deceased or selling Shareholder's shares, the surviving Shareholder and the seller may promptly take such lawful measures, if any such measures are available, as may be appropriate or necessary in order to enable the Corporation to lawfully purchase and pay for seller's shares, including by way of limitation, a current appraisal of the assets of the Corporation to determine whether a reappraisal surplus is available.
Sample 1

Related to Corporate Surplus

  • 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 Available Cash From Operating Surplus (a) During Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated by Section 5.6 in respect of other Partnership Securities issued pursuant thereto:

  • Reservation and Availability of Capital Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

  • Distributions of Available Cash An amount equal to 100% of Available Cash with respect to each fiscal quarter of the Partnership shall be distributed to the Partners within forty-five days after the end of such quarter as follows:

  • Contributions to Capital (a) The minimum initial contribution of each Member to the capital of the Company shall be $75,000, subject to the discretion of the Manager to accept initial investments in lesser amounts. The amount of the initial contribution of each Member shall be recorded on the books and records of the Company upon acceptance as a contribution to the capital of the Company. The Directors shall not be entitled to make voluntary contributions of capital to the Company as Directors of the Company, but may make voluntary contributions to the capital of the Company as Members.

  • Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

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