Excess Cash Distributions Sample Clauses

Excess Cash Distributions. Notwithstanding anything to the contrary herein, if, at the end of each fiscal year, Excess Cash (as hereinafter defined) is positive, the Company shall distribute such Excess Cash to the Shareholders in proportion to their respective ownership interest in the Company no later than 60 days after completion and submission of the audited financial statements for the relevant fiscal year; provided, however, that the automatic distribution of Excess Cash provided for hereunder may be waived by the unanimous consent of the Shareholders. For purposes of this Agreement, "Excess Cash" means, for the applicable fiscal year, an amount equal to (i) the amount for such fiscal year of EBITDA minus (ii) the sum, without duplication, of the amounts for such period of (a) voluntary and scheduled repayments of debt actually made, (b) capital expenditures (net of any proceeds of any related financings with respect to such expenditures), (c) interest expenses to the extent paid in cash, (d) authorized investments and acquisitions to the extent made in cash (net of any proceeds of any related financings with respect to such authorized investments and acquisitions), (e) provisions for Taxes to the extent paid in cash with respect to such fiscal year, (f) any management fees or dividends paid in cash and (g) $3 million (the threshold level which must be achieved after deducting (a) through (f) before cash distributions are payable).
Sample 1
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Excess Cash Distributions. Section 9.6 Sale of Shares by Means of Public Offering. ........ 14 ARTICLE X
Sample 1
Excess Cash Distributions. “Excess Cash” is defined as cash in the possession of the Formatted: Font: Times New Roman, 8 pt Formatted: Tab stops: 3", Centered + 6", Right + Not at 0.73" Limited Partners’ Representative or (y) the written approval of the General Partner and the Partnership that exceeds the budgeted expenses for the following 12 months. The General Partner shall set up a joint signature bank account such that the account cannot be closed or funds withdrawn from the account without the approval and signature of (a) the General Partner and Xxxxx Xxxxxxxxxxxx and Xxxx Xxxxxx (each, a “Limited Partners’ Representative”) or their successors or (b) the General Partner and Limited Partners owning at least a majority of the Percentage Interests owned by Limited Partners. A Limited Partners’ Representative may be removed upon the approval of the Limited Partners owning a majority of the outstanding Percentage Interests owned by Limited Partners (including the Percentage Interest owned by the Limited Partners’ Representative whose removal is being sought). If a Limited Partners’ Representative is removed, dies, resigns or is unable to perform his or her duties due to a physical or mental condition, he or she may be replaced upon the approval of Limited Partners owning a majority of the Percentage Interests owned by Limited Partners (including the Percentage Interest owned by the Limited Partners’ Representative – or his or her personal representative in the case of his or her death or disability – who is to be replaced). During periods, if any, when only one Limited Partners’ Representative is serving as such, due to the removal, resignation, death or disability of the other Limited Partners’ Representative, funds may be withdrawn from the joint signature bank account upon (x) the written approval of the General Partner and the remaining approval of Limited Partners owning at least a majority of the Percentage Interests owned by Limited Partners. Funds shall be transferred to the Partnership’s operating account from time to time in the manner described in Section 6.3 (General Distributions). A Limited Partners’ Representative may not refuse to sign checks, drafts or other documents transferring funds from the joint signature bank account to the Partnership’s operating account provided the transfer is requested by the General Partner in compliance with such section. Excess Cash in the joint signature bank account shall be distributed as follows: (i) first, to the General Partner...
Sample 1
Excess Cash Distributions. If the Partnership has Excess Cash, Partners holding Class K OP Units, Class K-I OP Units and Class K-T OP Units shall be entitled to receive, pari passu with the holders of Class A OP Units and Class B OP Units, a special distribution of 50% of such Excess Cash (pro rata based on the number of Class K OP Units, Class K-I OP Units and Class K-T OP Units), or, if the Class A OP Units have been repurchased in connection with a Non-Cause Advisory Agreement Termination, 87.5% of such Excess Cash (pro rata based on the number of Class K OP Units, Class K-I OP Units and Class K-T OP Units). In addition, if the General Partner authorizes a distribution on the Class K OP Units, Class K-I OP Units and Class K-T OP Units payable out of Net Sales Proceeds herein from the Sale of Real Property, such distribution shall first be applied against any accumulated, accrued and unpaid distributions on the Class K OP Units, Class K-I OP Units and Class K-T OP Units and then to reduce the remaining portion Class K OP Unit Liquidation Preference, Class K-I OP Unit Liquidation Preference, and Class K-T OP Unit Liquidation Preference.
Sample 1
Excess Cash Distributions. If the Partnership has Excess Cash, the holders of Class B OP Units shall be entitled to receive, pari passu with the holders of Class A OP Units, Class K OP Units, Class K-I OP Units and Class K-T OP Units, a special distribution of 12.5% of Excess Cash (pro rata based on the number of Class B OP Units).
Sample 1
Excess Cash Distributions. If the Partnership has Excess Cash, Partners holding Class A OP Units shall be entitled to receive, pari passu with the holders of Class K OP Units, Class K-I OP Units, Class K-T OP Units, and Class B OP Units, a special distribution of 37.5% of such Excess Cash (pro rata based on the number of Class A OP Units) unless all Class A OP Units have been repurchased because of a Non-Cause Advisory Agreement Termination, in which case the Excess Cash otherwise apportioned to the Class A OP Units shall be distributed to the holders of Class K OP Units, Class K-I OP Units and Class K-T OP Units.
Sample 1
Excess Cash Distributions. Upon receipt of the Excess Cash Distribution each fiscal year, HoldCo Sub shall distribute to HoldCo the amount of Excess Cash Distribution to HoldCo to the extent permitted under any applicable Contracts, including the Financing Documents, which in turn shall distribute such Excess Cash Distribution to Bidder Member and the Xxxxxxxx Members to the extent permitted under any applicable Contracts, including the Financing Documents, in accordance with their respective membership interests.
Sample 1
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Related to Excess Cash Distributions

  • Cash Distributions Whenever the Depositary receives confirmation from the Custodian of the receipt of any cash dividend or other cash distribution on any Deposited Securities, or receives proceeds from the sale of any Deposited Securities or any other entitlements held in respect of Deposited Securities under the terms hereof, the Depositary will (i) if at the time of receipt thereof any amounts received in a Foreign Currency can in the judgment of the Depositary (pursuant to Section 4.8) be converted on a practicable basis into Dollars transferable to the United States, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (on the terms described in Section 4.8), (ii) if applicable, establish the ADS Record Date upon the terms described in Section 4.9, and (iii) distribute promptly the amount thus received (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributed shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders of ADSs outstanding at the time of the next distribution. If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders on the ADSs representing such Deposited Securities shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental authority. Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary upon request.

  • 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.

  • Excess Cash Borrower shall establish on the date hereof an Eligible Account with Lender or Lender’s agent into which Borrower shall deposit all Excess Cash on each Payment Date during the continuation of a Cash Sweep Period (the “Excess Cash Reserve Account”). Amounts so deposited shall hereinafter be referred to as the “

  • 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.

  • Final Distributions Upon the winding up of the LLC, the assets must be distributed as follows: (a) to the LLC creditors; (b) to Members in satisfaction of liabilities for distributions; and (c) to Members first for the return of their contributions and secondly respecting their LLC interest, in the proportions in which the Members share in profits and losses.

  • Liquidating Distributions Notwithstanding anything to the contrary in this Article VII or in Section 8.3 of the Master Agreement, upon the sale of the Property or the dissolution and liquidation of the Series in accordance with the provisions of this Agreement and of Section 8.3 of the Master Agreement, the proceeds of liquidation of the Series or the sale of the Property will be distributed within ninety (90) days of the date of sale of the Property or the dissolution and liquidation in the following order and priority: (i) First, to creditors of the Series, including the Members who are creditors, to the extent otherwise permitted by law, in satisfaction (whether by payment or the making of reasonable provision for payment thereof) of all debts, liabilities, obligations and expenses of the Series, including, without limitation, the expenses incurred in connection with the liquidation of the Series; and (ii) Second, to the Members pro rata in proportion to their holdings of Shares, with such Distributions to be made by the end of the Fiscal Year during which the liquidation occurs (or, if later, ninety (90) days after the date of the liquidation).

  • Excess Cash Flow In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

  • Distributions of Available Cash from Capital Surplus Available Cash that is deemed to be Capital Surplus pursuant to the provisions of Section 6.3(a) shall be distributed, unless the provisions of Section 6.3 require otherwise, to the General Partner and the Unitholders, Pro Rata, until a hypothetical holder of a Common Unit acquired on the Closing Date has received with respect to such Common Unit distributions of Available Cash that are deemed to be Capital Surplus in an aggregate amount equal to the Initial Unit Price. Available Cash that is deemed to be Capital Surplus shall then be distributed (A) to the General Partner in accordance with its Percentage Interest and (B) to all Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage. Thereafter, all Available Cash shall be distributed as if it were Operating Surplus and shall be distributed in accordance with Section 6.4.

  • Operating Distributions Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

  • Special Distributions In case the Company shall fix a record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(c) and 4(d) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(e) above), the Warrant Price to be in effect on and after such record date shall be adjusted by multiplying the Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, and (ii) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant prior to the date such subsequent adjustment was made.

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