Distributions to PGC Sample Clauses

Distributions to PGC. For the period, if any, beginning at the time of consummation of the IPO and ending on the second anniversary of the Closing Date, without the prior written consent of Duke and Phil▇▇▇▇: (▇) the Company shall not make (or enter into a plan or arrangement to make) any Distribution of cash or other property to PGC in excess of the product of the aggregate Distribution to all Members and PGC's Percentage Interest as of the Closing Date, (ii) the Company shall not make (or enter into a plan or arrangement to make) any Distribution to PGC of cash or other property other than Distributions to fund dividends by the Corporation to its shareholders and Distributions pursuant to Section 7.6(a)(i) of the LLC Agreement and (iii) PGC shall not be liquidated, shall not be merged into the Corporation, shall not distribute to any shareholder of PGC the Company Interest issued to PGC pursuant to Section 2.1(k) of the Contribution Agreement and shall not be converted into, or merged into or otherwise caused to become, a partnership or disregarded entity for federal income tax purposes (nor shall there be any plan or arrangement to do so). Without the prior written consent of each of Duke and Phil▇▇▇▇: (▇) no amendment shall be made to Section 6.3, Article VII or Article VIII (other than Section 8.2(b)) of the LLC Agreement, or any reference thereto in the LLC Agreement or any defined term used therein, prior to the second anniversary of the Closing Date, and any amendment made after such second anniversary to any such provision shall not apply to any taxable period, or portion thereof, ending on or before the second anniversary of the Closing Date and (b) no amendment shall be made to Section 8.2(b) of the LLC Agreement or any reference thereto in the LLC Agreement or any defined term used therein.