Common use of Distributions and Allocations Clause in Contracts

Distributions and Allocations. Company distributions to Shareholders in respect of their Shares are intended to be made no less frequently than quarterly. The aggregate amount to be distributed in any Quarter (the “Distributable Amount”) will be an amount equal to the Company’s cash flow (excluding cash received pursuant to Article 20 which shall be used to redeem Shareholders and cash needed for purposes of Article 7) for the three month period ending on the last Business Day of the month preceding the last month of such Quarter as reduced by any amounts which are necessary or appropriate for the Company to retain taking into account the Company’s intended business purpose of being a holding company for its interest in M&N Group Holdings, LLC. On or prior to the fifteenth Business Day of the last month of each Quarter, the CEO will provide a recommendation of the Distributable Amount to the Company. The Board shall cause the Company to immediately adopt CEO’s recommendation of the Distributable Amount unless the Board determines that such recommendation contains a clear error or would result in a contravention of applicable law. On or prior to the last Business Day of each Quarter, the Company shall distribute the Distributable Amount to its Shareholders. The Company shall attempt (to the extent such action is not burdensome on or inconvenient to the Company or any Shareholder, or adversely affect any Election) to make interim distributions to the Shareholders in proportion to their share ownership in an amount equal to the Shareholders’ estimated income tax liability resulting from their ownership of the Shares.