Common use of Income Tax Distribution Clause in Contracts

Income Tax Distribution. Prior to the Closing, the Shareholders may ----------------------- cause the Company to pay to the Shareholders as a dividend and as a distribution of accumulated S Corporation earnings of all tax periods through the Effective Time a cash amount, which may be reasonably estimated, equal to the net taxable income of the Company as determined for Federal income tax purposes for the Company as an S Corporation less any prior distributions made by the Company to the Shareholders with respect to such earnings ("Cash Tax Distribution"). In the event that there is insufficient cash of the Company to make the Cash Tax Distribution either in whole or in part, the Company may issue short term notes payable to the Shareholders in amounts equal to the amount of the Cash Tax Distribution less the amount of cash actually distributed to the Shareholders as part of the Cash Tax Distribution ("Tax Notes") in the form of Exhibit 4.

Appears in 2 contracts

Samples: Merger Agreement (Group Maintenance America Corp), Merger Agreement (Group Maintenance America Corp)

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Income Tax Distribution. Prior to the Closing, the Shareholders may ----------------------- cause the Company to pay to the Shareholders as a dividend and as a distribution of accumulated S Corporation earnings of all tax periods the Company for the period beginning at the expiration of the Company's prior fiscal year through the Effective Time a cash amount, which may be reasonably estimated, estimated equal to the net taxable income of the Company as determined for Federal income tax purposes for the Company as an S Corporation less any prior distributions made by the Company to the Shareholders with respect to such earnings ("Cash Tax Distribution"). In the event that there is insufficient cash of the Company to make the Cash Tax Distribution either in whole or in part, the Company may issue short term notes payable to the Shareholders in amounts equal to the amount of the Cash Tax Distribution less the amount of cash actually distributed to the Shareholders as part of the Cash Tax Distribution ("Tax Notes") in the form of Exhibit 4.

Appears in 1 contract

Samples: Agreement and Plan of Exchange (Group Maintenance America Corp)

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Income Tax Distribution. Prior to the Closing, the Shareholders ----------------------- may ----------------------- cause the Company to pay to the Shareholders as a dividend and as a distribution of accumulated S Corporation earnings of all tax periods through the Effective Time a cash amount, which may be reasonably estimated, equal to the net taxable income of the Company as determined for Federal income tax purposes for the Company as an S Corporation less any prior distributions made by the Company to the Shareholders with respect to such earnings ("Cash Tax Distribution"). In the event that there is insufficient cash of the Company to make the Cash Tax Distribution either in whole or in part, the Company may issue short term notes payable to the Shareholders in amounts equal to the amount of the Cash Tax Distribution less the amount of cash actually distributed to the Shareholders as part of the Cash Tax Distribution ("Tax Notes") in the form of Exhibit 4.

Appears in 1 contract

Samples: Merger Agreement (Group Maintenance America Corp)

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