We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Distributions, Redemptions, etc Sample Clauses

Distributions, Redemptions, etc. (a) Upon the occurrence of an Adjustment Event, there shall be credited to the Account an amount equal to the product of (i) the per-Share amount paid with respect to Shares underlying the Stock Units in connection with the Adjustment Event, multiplied by (ii) the number of Shares of the class of stock affected by the Adjustment Event that are included in each Unit immediately prior to the Adjustment Event, multiplied by (iii) the number of Units underlying the Grantee’s Stock Units pursuant to this Award. (b) If any other cash dividend or distribution is paid with respect to Shares underlying the Stock Units, there shall be credited to the Account an amount equal to the product of (i) the per-Share amount paid with respect to Shares underlying the Stock Units, multiplied by (ii) the number of Shares of the applicable class of stock that are included in each Unit, multiplied by (iii) the number of Units underlying the Grantee’s Stock Units pursuant to this Award. (c) The amount credited to the Account pursuant to this Section 8 with respect to Stock Units is referred to as the “Bonus Value.” The Bonus Value shall vest on the same terms as the Stock Units to which it relates, as set forth in this Agreement, and the vested Bonus Value shall be paid to the Grantee, in cash, Shares or such other securities or assets as the Compensation Committee or Board shall determine, at the same time as the vested Stock Units are paid pursuant to Section 5 herein, consistent with Section 409A of the Code. (d) In the case of a redemption or repurchase of Shares, the number of Shares of the class of stock redeemed or repurchased that are subject to outstanding Stock Units will be automatically reduced by an amount proportionate to the percentage reduction in outstanding Shares of the affected class resulting from the redemption or repurchase. The Grantee shall be entitled to receive any information reasonably requested regarding the composition of a Unit, as adjusted in accordance with this Section 8.
AutoNDA by SimpleDocs
Distributions, Redemptions, etc. Upon the occurrence of an Adjustment Event, the Option Price shall be reduced by an amount equal to the per-Share amount paid in connection with the Adjustment Event; provided, however, that any such reduction shall be limited to that portion of such amount which would not cause the Option Price to be reduced below 25% of the per-Share Fair Market Value, as of the date of such reduction. In the case of a redemption or repurchase, the number of Shares of the class of stock redeemed or repurchased that are subject to the Option will be automatically reduced by an amount proportionate to the percentage reduction in outstanding shares of the affected class resulting from the redemption or repurchase.
Distributions, Redemptions, etcNo Loan Party shall reorganize, recapitalize or make any Distributions or set apart any sum for any such purpose except as follows: (i) Any Subsidiary of a Borrower may pay dividends on its Equity Securities to a Borrower or any intervening Subsidiary; (ii) So long as no Default or Event of Default has occurred and remains continuing or would result therefrom, Parent may make Distributions, including repurchase of its Equity Securities, in an aggregate amount up to $5,000,000 in any fiscal year, so long as after giving effect to each such proposed Distribution the Borrowers would have been in compliance with the Fixed Charge Coverage Ratio on a pro forma basis as of the last day of the most recently ended fiscal quarter if such proposed Distribution had been made during such fiscal quarter; (iii) Notwithstanding the limitation set forth in clause (ii) above, in the event that Parent funds less than $5,000,000 in Distributions during any fiscal year (such unfunded amounts being herein collectively referenced as the “Distribution Carryover”), Parent may thereafter fund in addition to the maximum cumulative aggregate permitted in clause (ii) above, an additional amount of up to the amount of the Distribution Carryover outstanding as of the date of such additional Distribution, so long as at least thirty (30) calendar days prior to the funding of such Distribution a Responsible Officer of the Borrowers certifies to the Administrative Agent in writing that such Distribution will not result in a violation of the Fixed Charge Coverage Ratio at the end of the fiscal quarter during which such Distribution is made nor as of the end of each fiscal quarter remaining during the fiscal year during which such Distribution is made; and (iv) Notwithstanding the limitations set forth in clauses (ii) and (iii) above, if the Total Leverage Ratio set forth in the Compliance Certificate most recently delivered pursuant to Section 5.01(a)(iii) was less than or equal to 1.75: 1.00, the limitations set forth in clauses (ii) and (iii) above shall be suspended until the Total Leverage Ratio exceeds 1.75:1.00 (as set forth in a subsequent Compliance Certificate delivered pursuant to Section 5.01(a)(iii)). During any period during which the limitations set forth in clauses (ii) and (iii) above are suspended, Distributions, including repurchase of Equity Securities of Parent, may be made without limitation so long as no Default or Event of Default has occurred and remains continuing an...
Distributions, Redemptions, etc. On the occurrence of an Adjustment Event, the per-Share exercise price of this Option, whether vested or unvested, shall be reduced by an amount equal to the per-Share amount paid in connection with the Adjustment Event; provided, however, that any such reduction shall be limited to that portion of such amount which would not cause the per-Share exercise price of the Option to be reduced below 25% of the fair market value, as of the date the Option was granted, of the Shares. In the case of a redemption or repurchase of the Shares, the number of Shares that are subject to the Option will be automatically reduced by an amount proportionate to the percentage reduction in outstanding shares of the affected class resulting from the redemption or repurchase. Notwithstanding the foregoing, adjustments under this Section shall be made in accordance with the requirements of Section 409A of the Code, where applicable, so as not to cause the Option to be considered “deferred compensation” under Section 409A.
Distributions, Redemptions, etcNo Loan Party shall reorganize, recapitalize or make any Distributions or set apart any sum for any such purpose except as follows: (i) Any Subsidiary of a Borrower may pay dividends on its Equity Securities to a Borrower or any intervening Subsidiary; (ii) If no Default or Event of Default shall have occurred and be continuing or would result from a proposed Distribution under this Section 5.02(f)(ii) and so long as any Borrower is a limited liability company or any other pass-through entity for tax purposes, each Borrower may, on a quarterly basis, make cash Distributions to Parent (through any intervening Loan Parties) in an amount equal to the minimum amount necessary to pay for estimated income taxes owing by Parent attributable to the income of such Borrower (less the amount of any prior Distribution for such purpose that was not necessary to pay the actual taxes of such holders); (iii) The Borrowers may make Distributions pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrowers and their respective Subsidiaries, including, without limitation, pursuant to any severance packages for management or employees of the Borrowers and their respective Subsidiaries and approved by the board of managers (or other governing body) of the Borrower making such Distribution; and (iv) Any Loan Party may make Distributions if (1) no Default or Event of Default has occurred and is continuing or would result from such Distribution; and (2) the Borrowers provide the Administrative Agent a certificate from a Responsible Officer certifying that there is pro forma compliance with the financial covenants in Section 5.03 after giving effect to such Distributions.
Distributions, Redemptions, etcNo Loan Party shall make any Distributions or set apart any sum for any such purpose except as follows: (i) Any Subsidiary of the Borrower may pay dividends on its Equity Securities to its equity holders ratably according to their respective holdings of the type of Equity Securities in respect of which such dividend is being made; (ii) The Borrower may make Distributions so long as all the following conditions are met as of the date of such repurchase: (A) in connection with any Credit Event related to such Distribution (1) the conditions precedent in Section 3.02 are satisfied (including Section 3.02(a)), and (2) the representations and warranties in Section 4.01(y) are true and correct in all material respects, (B) no Default would result from any such Distribution, (C) the Borrower shall be in compliance with Section 5.03 on a pro forma basis after giving effect to such Distribution, and (D) such Distribution does not and will not result in a violation of any of the regulations of the Federal Reserve Board, including Regulations T, U and X; and (iii) Any Loan Party may make repurchases of its Equity Securities deemed to occur upon exercise of stock options or warrants if such Equity Securities represent a portion of the exercise price of such options or warrants or withholding of shares of restricted stock upon vesting.
Distributions, Redemptions, etc. No Borrower Party shall reorganize, recapitalize or make any Distributions or set apart any sum for any such purpose except as follows: (i) Any Subsidiary of the Borrower may pay dividends on its Equity Securities to the Borrower or any intervening Subsidiary; and (ii) So long as no Default or Event of Default has occurred and remains continuing or would result therefrom, the Borrower may make Distributions in an aggregate amount not exceeding $40,000,000 per fiscal year so long as after giving effect to each such proposed Distribution the Borrower is in pro forma compliance with the financial covenants set forth in Section 5.03; provided that up to 25% of unused amounts permitted for a fiscal year under this clause (f)(ii) may be carried over and used only in the immediately succeeding fiscal year.
AutoNDA by SimpleDocs
Distributions, Redemptions, etcNo Loan Party shall reorganize, recapitalize or make any Distributions or set apart any sum for any such purpose except as follows: (i) Any Subsidiary of the Borrower may pay dividends on its Equity Securities to the Borrower or any intervening Subsidiary; and (ii) The Borrower may (A) repurchase the stock of former employees pursuant to stock repurchase agreements so long as no Event of Default exists or would result therefrom in an aggregate amount not to exceed $2,500,000 per year and (B) repurchase the stock of former employees pursuant to stock repurchase agreements by the cancellation of Indebtedness owed by such former employee to the Borrower regardless of whether an Event of Default exists or would result therefrom.
Distributions, Redemptions, etcNo Loan Party shall make any Distributions or set apart any sum for any such purpose except that the Loan Parties may make Distributions so long as (x) no Default or Event of Default has occurred and remains continuing or would result therefrom and (y) after giving effect to each such proposed Distribution the Borrowers would have been in compliance with the financial covenants in Section 5.03, in each case on a pro forma basis as of the last day of the most recently ended fiscal quarter as if such proposed Distribution had been made during such fiscal quarter.
Distributions, Redemptions, etcThe Borrower shall not (i) pay -------------------------------- any dividends or make any distributions on its Equity Securities; (ii) purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Securities; or (iii) make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities; provided, however, that the Borrower may make distributions to enable holders of its Equity Securities to pay tax obligations relating to such holdings, as permitted by the Borrower's Partnership Agreement.
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!