Distributions and Cash Payments Sample Clauses

Distributions and Cash Payments. To the extent that (i)(a) any payment of cash required under the terms of this Section 10 or any payment of principal or interest on a promissory note issued under this Section 10 or (b) a distribution to Holdings from any of its subsidiaries in an amount equal to the amount of cash required to be paid under the terms of this Section 10 or the amount of any payment of principal or interest on a promissory note issued under this Section 10 would, in any event, constitute, result in or give rise to a breach or violation of, or any default or right or cause of action under any agreement of Holdings or any of its subsidiaries in respect of indebtedness for borrowed money (it being understood that Holdings and its subsidiaries will use any basket reserved for the repurchase of equity of Holdings or its subsidiaries, but shall not be required to use any basket reserved for general corporate purposes), or (ii) the Board in good faith determines that the authorization of any such payment or distribution would constitute a violation of law or of the Board’s fiduciary duties, then Holdings will instead issue a promissory note in the principal amount of such cash payment and in the case of a cash payment in respect of a promissory note issued under this Section 10, notwithstanding any of the provisions of such note, such payment will not become due and payable. Interest will accrue on the principal of any such promissory note at a rate equal to 8% per annum and the principal of such note, together with the interest thereon, will become due and payable from time to time to the extent consistent with clauses (i) and (ii) above, provided that the Company will use its best efforts to cure any impediment to the payment of this amount. Any promissory note issued under this Section 10 may be prepaid in whole or in part at any time and from time to time without premium or penalty. Notwithstanding the foregoing, the Company agrees that to the extent it has funds available to honor a put in part without causing a default or right or cause of action under any agreement of Holdings or any of its subsidiaries in respect of indebtedness for borrowed money or violation of any such agreement or of law or fiduciary duties, it shall use such funds to the maximum extent possible to purchase Vested Shares that were not subject to a risk of forfeiture when they were acquired.
Sample 1
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Distributions and Cash Payments. To the extent that the Company determines that any payment of cash required under the terms of this Section 7.3 could reasonably be expected to constitute, result in or give rise to a breach or violation of, or any default or right or cause of action under any agreement of the Company or any of its subsidiaries in respect of indebtedness for borrowed money, or that the authorization of any such payment could reasonably be subject to challenge as a violation of law or of the Board’s fiduciary duties, then the Company will not be obligated to repurchase any Shares subject to a Put Notice unless and until the Company determines that such concerns are not longer applicable.
Sample 1
Distributions and Cash Payments. To the extent that (i)(a) any payment of cash required under the terms of this Section 4.2 or any payment of principal or interest on a promissory note issued under Section 4.2 or (b) a distribution to the Company from any of its subsidiaries in an amount equal to the amount of cash required to be paid under the terms of this Section 4.2 or the amount of any payment of principal or interest on a promissory note issued under this Section 4.2 would, in any event, constitute, result in or give rise to a breach or violation of, or any default or right or cause of action under any agreement of the Company or any of its subsidiaries in respect of indebtedness for borrowed money (it being understood that the Company and its subsidiaries will use any basket reserved for the repurchase of equity of the Company or its subsidiaries, but shall not be required to use any basket reserved for general corporate purposes), or (ii) the Board in good faith determines that the authorization of any such payment or distribution would be detrimental to the Company given the Company’s financial condition and liquidity requirements at such time or would constitute a violation of law or of the Board’s fiduciary duties, then the Company will instead issue a promissory note in the principal amount of such cash payment and in the case of a cash payment in respect of a promissory note issued under this Section 4.2, notwithstanding any of the provisions of such note, such payment will not become due and payable. Interest will accrue on the principal of any such promissory note at a rate equal to 8% per annum and the principal of such note, together with the interest thereon, will become due and payable from time to time to the extent consistent with clauses (i) and (ii) above. Any promissory note issued under this Section 4.2 may be prepaid in whole or in part at any time and from time to time without premium or penalty.
Sample 1

Related to Distributions and Cash Payments

  • Cash Payments If the Executive should become a Retired Early Employee hereunder, the Bank shall, during the period commencing on the Effective Date and ending two years thereafter (the "Pay-Out Period"), make equal monthly payments to the Executive (which shall not be deemed base annual salary payments) in an amount such that the present value of all such payments, determined as of the Effective Date, equals two hundred ninety-nine percent (299%) of the Base Amount, as such term is defined in subparagraph 6(f) below. If at any time during the Pay-Out Period the Arrow Board in its sole discretion shall determine, upon application of the Retired Early Employee supported by substantial evidence, that the Retired Early Employee is then under a severe financial hardship resulting from (i) a sudden and unexpected illness or accident of the Retired Early Employee or any of his dependents (as defined in section 152(a) of the Internal Revenue Code), (ii) loss of the Retired Early Employee's property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Retired Early Employee, the Bank shall make available to the Retired Early Employee, in one (1) lump sum, an amount up to but not greater than the present value of all monthly payments remaining to be paid to him in the Pay-Out Period, calculated as of the date of such determination by the Arrow Board, for the purpose of relieving such severe financial hardship to the extent the same has not been or may not be relieved by (xi) reimbursement or compensation by insurance or otherwise, (xii) liquidation of the Retired Early Employee's assets (to the extent such liquidation would not itself cause severe financial hardship), or (xiii) distributions from other benefit plans. If (a) the lump sum amount thus made available is less than (b) the present value of all such remaining monthly payments, the Bank shall continue to pay to the Retired Early Employee monthly payments for the duration of the Pay-Out Period, but from such date forward such monthly payments will be in a reduced amount such that the present value of all such reduced payments will equal the difference between (b) and (a), above. The Retired Early Employee may elect to waive any or all payments due him under this subparagraph.

  • Distributions and Payments Section 4.01.

  • Distributions of Cash Flow Cash flow for each taxable year of the Company shall be distributed to the Member at such times and in such amounts as the Member shall determine.

  • Distributions of Cash (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in the following manner: (i) first, to the General Partner in an amount equal to the GP Minimum Return with respect to the fiscal year of the General Partner; (ii) second, to the Limited Partners pro rata among them in proportion to the their respective Unpaid Return, if any, owing to each such Limited Partners with respect to prior fiscal years, in an amount equal to their respective Unpaid Return for such prior fiscal years owing to each such Limited Partner; (iii) third, after the establishment of reasonable cash reserves to meet REIT Expenses and other obligations of the Partnership, as determined in the sole and absolute discretion of the General Partner, to the General Partner and the Limited Partners in such aggregate amount as may be determined by the General Partner in its sole and absolute discretion to be allocated among the General Partner and the Limited Partners such that each Limited Partner will receive an amount equal to its LP Return for such fiscal year; and (iv) finally, to the Partners in accordance with and in proportion to their respective Percentage Interests; provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be reduced to the proportion thereof which equals (i) the number of days that such additional Partnership Interest is held by such Partner divided by (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date. Notwithstanding the foregoing, however, the Original Limited Partner may, in its sole and absolute discretion, elect to defer any distribution to be made to it, in which case the amount so deferred shall be deemed to be an additional Capital Contribution made on behalf of the Original Limited Partner under Section 4.02(c) hereof, to be distributed to the Original Limited Partner upon liquidation of the Partnership under Section 5.06 hereof, or at such time as the Original Limited Partner may otherwise be allowed to withdraw from the Partnership after the Transfer Restriction Date.

  • Non-Cash Distributions If the Security Agent or any other Secured Party receives a distribution in a form other than in cash in respect of any of the Liabilities, the Liabilities will not be reduced by that distribution until and except to the extent that the realisation proceeds are actually applied towards the Liabilities.

  • 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.

  • Dividends, Distributions and Payments So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make liquidation payment with respect to, any of the Guarantor's capital stock or (b) make any payment of principal of or any interest or premium on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension Period, (ii) as a result of an exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or any class of series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversions or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

  • Distributions of Net Cash Flow The Net Cash Flow of the Partnership for each calendar year, shall be distributed to the Partners from time to time, in the discretion of the General Partner, in accordance with the Percentage Interests of the Partners.

  • Cash Flow Distributions The Cash Flow of the Company, if any, shall be distributed to the Member subject to any limitations on the Company’s ability to make distributions imposed by the Company’s lenders or by applicable law.

  • DISTRIBUTIONS AND REPURCHASES No distribution, payment or dividend of any kind will be declared or paid by Company, nor will any repurchase of any of Company's capital stock be approved or effected.

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