Distributions by the Company. Subject to applicable law and ---------------------------- any limitations contained elsewhere in this Agreement, all available proceeds from the disposition of the Securities (including dividends, interest and sales proceeds) less reasonable reserves and reasonable costs of the disposition, all as determined by a Majority Interest, shall be distributed to the Members under one of the Distribution Hierarchies (the "Distribution Hierarchies") as follows:
Distributions by the Company. Subject to applicable law and any ----------------------------- limitations contained elsewhere in this Agreement, distributions of cash or other assets of the Company shall be made in the following order of priority:
6.5.1 First, to Point West an amount sufficient to reduce its Adjusted Capital Contribution to zero; and
6.5.2 Second, to the Members in accordance with their Membership Interests. Notwithstanding the foregoing, to the extent that cash would be available for distribution hereunder, the Company shall first (i) advance to each Member an amount (a "Tax Advance") sufficient to cover the estimated federal and state taxes of such Member (based on the combined maximum effective federal and state income tax rates then in effect for each such Member) resulting from estimated allocations of Net Profits to such Member for prior quarters and for which no prior Tax Advance or distribution has been made and (ii) upon filing of the Company's federal and state tax returns for a Fiscal Year, distribute an amount to each Member at least equal to the amount of such Member's federal and state taxes (based on the combined maximum effective federal and state income tax rates then in effect for each such Member) on the Net Profits actually allocated to such Member for such Fiscal Year, computed taking into account any prior allocations of Net Losses available to offset such income and other distributions to such Member in such Fiscal Year and each Member shall repay any outstanding Tax Advances related to such Fiscal Year. All distributions shall be made only to the Persons who, according to the books and records of the Company, are the holders of record of the Membership Interests in respect of which such distributions are made on the actual date of distribution. Neither the Company nor any Member shall incur any liability for making distributions in accordance with this Section 6.5.
Distributions by the Company. Subject to Applicable Law and any limitations contained elsewhere in this Agreement, the Board of Directors may elect from time to time to make distributions, in cash or property, to the Members in the following order of priority:
(a) First, to the Members to the extent of, and in proportion to, their unreturned Capital Contributions; and
(b) Thereafter, to the Members in proportion to their respective Percentage Interests.
Distributions by the Company. (a) Subject to applicable law and any limitations contained elsewhere in this Agreement (including, without limitation, Section 4.05(b)), the Management Committee (i) shall, at the time of any payment by the Members in respect of their income tax obligations attributable to their respective Membership Interests, distribute to the Members, based upon their then respective Percentage Interests, 40% (which percentage the Management Committee may from time to time hereafter, upon the unanimous vote of the Managers, adjust to reflect material changes in tax rates) of the Net Profits and (ii) may, in its sole discretion, elect from time to time to otherwise distribute Distributable Cash to the Members; provided that, except as contemplated by clause (i), (x) -------- the Management Committee shall not make any distribution unless the Company's obligation to EXPERIAN under the $3MM Note shall have been satisfied in full and (y) subject to satisfaction of the condition set forth in preceding subclause (x), (1) for the three year period from and after the Effective Time until the third anniversary thereof, the Management Committee shall not make any distribution unless (A) the Company's obligation to FAFCO under the $25MM Note shall have been satisfied in full and (B) the Company shall have, both before and after giving effect to such distribution, operating cash balances of not less than $35,000,000 (as such amount may from time to time hereafter be adjusted in good faith by the Management Committee to reflect the average monthly expenses of the Company) and (2) for the four year period from and after the third anniversary of the Effective Time until the seventh anniversary of the Effective Time, the Management Committee shall distribute for each year of such period an amount equal to not less than one-half of the difference of (A) the Net Profits for the applicable year minus (B) any distribution made pursuant to ----- clause (i) above for such year.
(b) All distributions hereunder shall be made in the following order of priority:
(i) To the Members in proportion to their unreturned Capital Contributions until each Member has received cumulative distributions from the Effective Date through the date of such distribution equal to its Capital Contributions; and
(ii) To the Members in proportion to their Percentage Interests. All such distributions shall be made only to the Persons who, according to the books and records of the Company, are the holders of record of ...
Distributions by the Company. Subject to applicable law and any limitations contained elsewhere in this Agreement, the Managers may elect from time to time to cause the Company to distribute Distributable Cash to the Economic Interest Holders, which Distributions shall be in the following order of priority:
(a) first, to each Member in proportion to each Member's Unpaid Preferred Return, until the Unpaid Preferred Return of each has been reduced to zero;
(b) second, to each Member in proportion to each Member's Adjusted Capital Contributions, until the Adjusted Capital Contributions of each are reduced to zero; and
(c) finally, to the Economic Interest Holders in proportion to their Economic Interests.
Distributions by the Company. The Company shall not purchase or set aside any sums for the purchase of, or pay any dividend or make any distribution on, any shares of its stock.
Distributions by the Company. Subject to applicable law and the provisions set forth elsewhere in this Agreement with respect to mandatory and preferred Distributions to be made to Holders of the Preferred Units, the Board may elect from time to time to make Distributions from net cash flow, as set forth in this Article. All such Distributions shall be made only to the Persons who, according to the books and records of the Company, are the holders of record of the Economic Interests in respect of which such Distributions are made on the actual date of Distribution. Neither the Company nor the Board shall incur any liability for making Distributions in accordance with this Article 7, so long as such Distributions are in compliance with the terms and conditions of this Agreement.
Distributions by the Company. All distributions pertaining to profits and other expenses from the Company to the Shareholders shall be made in accordance with each Shareholder’s Shareholding percentage at the time of distribution,
Distributions by the Company. It is the intention of the parties that the Sellers retain the cash and earnings to the date of Closing. In order to carry out this intention, the parties will take the following actions:
5.3.1 Notwithstanding the provisions of Section 4.2, the Company may distribute to the Sellers any and all available cash (or equivalents). If any cash is held by the Company at Closing, the Company will distribute it to the Sellers in proportion to their stockholdings prior to Closing as soon as practicable after Closing.
5.3.2 As soon as practicable following the Closing, the Company will distribute to the Sellers in proportion to their stock holdings prior to Closing, the amount of any expense reimbursement to which the Company is entitled by Buyer or its subsidiaries under Management Services Agreements as of the Date of Closing which were paid by the Company on or before the Closing but not yet reimbursed by Buyer.
5.3.3 As soon as practicable following the Closing, the Company will distribute to the Sellers, in proportion to their stockholdings prior to Closing, the amount of any incentive payments which have been earned prior to the Closing Date pursuant to Management Services Agreements with Buyer or its subsidiaries. Such distribution will be an additional purchase price payment as provided in 1.3.10.
5.3.4 As soon as practicable after the amount can be determined (following the end of the calendar year), the Company shall distribute to the Sellers, in proportion to their stockholdings prior to Closing, the amount of incentive payments due to the Company by Buyer or its subsidiaries pursuant to Management Services Agreements which cannot be determined prior to the end of the Calendar Year in which the sale is closed, which incentive payments shall be prorated to the Closing Date. Such distribution will be an additional purchase price payment as provided in 1.3.10.
Distributions by the Company. (A) In case the Company shall, at any time or from time to time after the initial Issue Date while any of the Notes are outstanding, by dividend or otherwise, distribute to all or substantially all holders of its outstanding shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation and the shares of Common Stock are not changed or exchanged), shares of its capital stock, evidences of its Indebtedness or other assets, including securities (including shares of capital stock of one or more of the Company's Subsidiaries), but excluding (i) dividends or distributions of Common Stock referred to in Section 12.3(a), (ii) any rights or warrants referred to in Section 12.3(c), (iii) dividends and distributions paid exclusively in cash referred to in this Section 12.3(d) and (iv) dividends and distributions of stock, securities or other property or assets (including cash) in connection with the reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance to which Section 12.4 applies (such capital stock, evidence of its indebtedness, other assets or securities being distributed hereinafter in this Section 12.3(d) called the "DISTRIBUTED ASSETS"), then, in each such case, subject to paragraphs (D) and (E) of this Section 12.3(d), the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date with respect to such distribution by a fraction:
(i) the numerator of which shall be the Current Market Price of the Common Stock; and
(ii) the denominator of which shall be such Current Market Price of the Common Stock, less the Fair Market Value on such date of the portion of the distributed assets so distributed applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the Record Date) on such date. Such increase shall become effective immediately prior to the opening of business on the day following the Record Date for such distribution. In the event that such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such dividend or distribution had not been declared.
(B) If the Board of Directors determines the Fair Market Value of any distribution for purposes of this Section 12.3(d) by reference...
