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. .. 13 Section 9.6 Sale of Shares by Means of Public Offering. ........ 14 ARTICLE X
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
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. “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
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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.

  • Cash Flow Distributions The Cash Flow of the Company, if any, shall be distributed to the Member subject to any limitations on the Company’s ability to make distributions imposed by the Company’s lenders or by applicable law.

  • 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 “

  • Extraordinary Distributions If at any time after the date of issuance of this Warrant the Company shall distribute to all holders of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation and the Common Stock is not changed or exchanged) cash, evidences of indebtedness, securities or other assets (excluding (i) ordinary course cash dividends to the extent such dividends do not exceed the Company's retained earnings and (ii) dividends payable in shares of capital stock for which adjustment is made under Section 6.1(a)) or rights, options or warrants to subscribe for or purchase securities of the Company (excluding those for which adjustment is made under Section 6.1(c)), then the number of shares of Common Stock to be delivered to such Warrantholder upon exercise of this Warrant shall be increased so that the Warrantholder thereafter shall be entitled to receive the number of shares of Common Stock determined by multiplying the number of shares such Warrantholder would have been entitled to receive immediately before such record date by a fraction, the denominator of which shall be the Current Market Price per share of Common Stock on such record date minus the then fair market value (as reasonably determined by the Board of Directors of the Company in good faith) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock (provided that such denominator shall in no event be less than $.01) and the numerator of which shall be the Current Market Price per share of the Common Stock, and the Exercise Price shall be adjusted as provided below in paragraph (h).

  • 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 Section 8.01. Sale of Receivables or Certificateholders' Interest pursuant to Section 2.06 or 10.01 of the Agreement and Section 7.01 or 7.02 of this Supplement.

  • 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:

  • Excess Cash Flow No later than ten (10) Business Days after the date on which the financial statements with respect to each fiscal year of Holdings ending on or after December 31, 2019 in which an Excess Cash Flow Period occurs are required to be delivered pursuant to Section 5.01(a) (each such date, an “ECF Payment Date”), the Borrower shall, if and to the extent Excess Cash Flow for such Excess Cash Flow Period exceeds $1,375,000, make prepayments of Term Loans in accordance with Section 2.10(h) and (i) in an aggregate amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow for the Excess Cash Flow Period then ended (for the avoidance of doubt, including the $1,375,000 floor referenced above) (B) minus $1,375,000 minus (C) at the option of the Borrower, the aggregate principal amount of (x) any Term Loans, Incremental Term Loans, Revolving Loans or Incremental Revolving Loans (or, in each case, any Credit Agreement Refinancing Indebtedness in respect thereof), in each case prepaid pursuant to Section 2.10(a), Section 2.16(b)(B) or Section 10.02(e)(i) (or pursuant to the corresponding provisions of the documentation governing any such Credit Agreement Refinancing Indebtedness) (in the case of any prepayment of Revolving Loans and/or Incremental Revolving Loans, solely to the extent accompanied by a corresponding permanent reduction in the Revolving Commitment), during the applicable Excess Cash Flow Period (or, at the option of the Borrower and without duplication, after such Excess Cash Flow Period and prior to such ECF Payment Date) and (y) the amount of any reduction in the outstanding amount of any Term Loans or Incremental Term Loans resulting from any assignment made in accordance with Section 10.04(b)(vii) of this Agreement (or the corresponding provisions of any Credit Agreement Refinancing Indebtedness issued in exchange therefor), during the applicable Excess Cash Flow Period (or, at the option of the Borrower and without duplication, after such Excess Cash Flow Period and prior to such ECF Payment Date), and in the case of all such prepayments or buybacks, to the extent that (1) such prepayments or buybacks were financed with sources other than the proceeds of long-term Indebtedness (other than revolving Indebtedness to the extent intended to be repaid from operating cash flow) of Holdings or its Restricted Subsidiaries and (2) such prepayment or buybacks did not reduce the amount required to be prepaid pursuant to this Section 2.10(f) in any prior Excess Cash Flow Period (such payment, the “ECF Payment Amount”).

  • 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.

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