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 (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
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

Related to Distributions and Cash Payments

  • Cash Payments Merchant may not receive any payments from a Cardholder for charges included in any Transaction resulting from the use of any Card nor receive any payment from a Cardholder to prepare and present a Transaction for the purpose of affecting a deposit to the Cardholder's Card account.

  • 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.

  • 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.

  • 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.

  • Distributions and Repurchases No distribution, payment or dividend of any kind has been declared or paid by Company on any of its capital stock since the Balance Sheet Date. No repurchase of any of Company's capital stock has been approved, effected or is pending, or is contemplated by Company.

  • Interim Distributions At such times as may be determined by it in its sole discretion, the Trustee shall distribute, or cause to be distributed, to the Beneficiaries, in proportion to the number of Trust Units held by each Beneficiary relating to the Trust, such cash or other property comprising a portion of the Trust Assets as the Trustee may in its sole discretion determine may be distributed without detriment to the conservation and protection of the Trust Assets in the Trust.

  • Distributions Other Than Cash Whenever the Depositary shall receive any distribution other than cash on the deposited Preferred Stock, the Depositary shall, subject to Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution. The Depositary shall not make any distribution of securities to the holders of Receipts unless the Company shall have provided to the Depositary an opinion of counsel stating that such securities have been registered under the Securities Act or do not need to be registered. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall be, subject to Sections 3.01 and 3.02, distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.01 in the case of a distribution received in cash.

  • Capital Contributions and Distributions The Member may make such capital contributions (each a “Capital Contribution”) in such amounts and at such times as the Member shall determine. The Member shall not be obligated to make any Capital Contributions. The Member may take distributions of the capital from time to time in accordance with the limitations imposed by the Statutes.

  • Distributions; Upstream Payments Declare or make any Distributions, except Upstream Payments and Permitted Distributions; or create or suffer to exist any encumbrance or restriction on the ability of a Subsidiary of Parent to make any Upstream Payment, except for restrictions under the Loan Documents, under Applicable Law or in effect on the Closing Date as shown on Schedule 9.1.15.

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