Distributable Reserves. Nothing in this Agreement or any other Loan Document will prevent any of Parent, the Borrowers or any of the Subsidiaries from reducing its company capital in any way permitted by applicable law and the Lenders hereby consent to any such reduction of company capital and, without limiting the foregoing, consent to and agree not to object to any such reduction of company capital by way of court or other procedure required to implement any such reduction of company capital. Notwithstanding the foregoing, nothing in this Section 9.24 shall diminish the applicability of the covenants contained in Article VI hereof.
Distributable Reserves. The parties agree to use their commercially reasonable efforts to cause distributable reserves to be created and available to Topco, by procuring merger reserves created within Topco as a result of the Mergers to be capitalized and reduced, as soon as practicable, after the Mergers to an amount to be agreed between the parties, including taking all steps practicable prior to the Merger Effective Date to effect such reduction promptly following the Merger Effective Date.
Distributable Reserves. As of March 31, 2010, (i) the amount of Distributable Reserves (as defined below) within Educationcity Ltd. is (£588,303) and the minimum amount of Distributable Reserves within Educationcity Ltd. needed to permit the distribution in kind at Book Value (as defined below) of 100% of the Equity Interests of EducationCity Inc. by Educationcity Ltd. (the “Initial Target Distribution”) is £1 (the "Minimum Distributable Reserve"). "Distributable Reserves" means a company's accumulated, realized profits, so far as not previously utilized by distribution or capitalization, less its accumulated, realized losses, so far as not previously written off in a reduction or organization of capital duly made, calculated in accordance with the relevant provisions of Part II of the Companies Axx 0000 (as amended from time to time). "Book Value" means, in relation to an asset, the amount at which that asset is stated in the relevant accounts under the Companies Axx 0000 (as amended from time to time).
Distributable Reserves. As part of the Reorganization, the Cosmo Parties shall ensure that resolutions of the shareholders of Tech are passed prior to the Closing providing for the reduction of share capital of Tech in order to allow an application to be made under Section 72 of the Irish Companies Act, 1963 to the High Court to allow the creation of further distributable reserves of Tech, the wording of such resolutions to be subject to the prior approval of Salix.
