Permitted Distribution Clause Samples

Permitted Distribution. The Company shall be entitled, in its sole discretion, to make a one-time cash distribution immediately prior to the Closing to the Stockholder Representative (for distribution to each Company Holder in accordance with their Earnout Pro-Rata Portion) in an aggregate amount of the Net Working Capital of the Company less the Escrow Amount (the “Permitted Distribution”).

Permitted Distribution. (a) The Company shall be entitled to distribute to the Shareholders prior to or at the Closing an amount of cash (the "Permitted Distribution of 1999 Earnings") equal to the earnings from the ordinary operations of the Company, as calculated consistently with prior years without any change in accounting principles (except as required by the use of the percentage of completion method of accounting), for the period from January 1, 1999 through the end of the last full calendar month's operations ending prior to the Closing Date; provided, however, that if the Purchasers extend the Closing to a date after June 15, 1999 as permitted by Section 4.1, the Permitted Distribution of 1999 Earnings shall be calculated and distributed for the period from January 1, 1999 through the Closing Date as so extended. Should the cash of the Company at Closing (after withdrawal of cash in the amount of the Owner's Adjustment pursuant to the Adjusted December 31, 1998 Balance Sheet) be less than the Permitted Distribution of 1999 Earnings, as calculated pursuant to Appendix 3.3(a) (any such difference being referred to herein as the "Cash Distribution Shortfall"), the cash portion of the Purchase Price shall be increased by an amount equal to the Cash Distribution Shortfall; provided, that to the extent the Cash Distribution Shortfall exceeds one million dollars ($1,000,000), such excess shall not be paid in cash at Closing, but rather shall be reflected by four new promissory notes of Purchaser (the "Additional Notes"), each in an amount equal to one-fourth of the excess of the Cash Distribution Shortfall over one million dollars ($1,000,000). The Additional Notes will be on the same terms and conditions as the Notes, except that the maturity date shall be thirteen (13) months from the date of issue. In the event that the Adjusted Net Book Value is less than $5,805,000, the cash consideration payable at the Closing shall be reduced as provided in Section 3.3, and nothing in this Section 7.8 is intended to obviate or vitiate the necessity of making such reduction. (b) At the Closing, the Company shall deliver to Purchaser a certificate, signed by each of the Shareholders, stating that the Permitted Distribution of 1999 Earnings has been calculated in compliance with the Analysis of Adjustments, and setting forth in reasonable detail the calculations forming the basis for such statement. (c) The Company shall not terminate its Subchapter S election prior to the Closing Date. The...

Permitted Distribution. (a) Notwithstanding any other provision of this deed, APD may: (i) (in its absolute discretion) declare and pay to APD Securityholders an interim distribution of up to 1.5 cents per APD Security in respect of the 6 months ended 30 June 2021 (Permitted Distribution); and (ii) if the Schemes have not become Effective by 30 September 2021, declare and pay to APD Securityholders a further interim distribution of up to 0.9 cents per APD Security (Further Distribution) subject to there being available distributable earnings to make the payment. (b) The Permitted Distribution and any Further Distribution may (in APD’s absolute discretion) be partially or fully franked, provided that the APD franking account must not fall into deficit upon payment of the Permitted Distribution and/or any Further Distribution. (c) The Scheme Consideration will be reduced by the cash amount of the Permitted Distribution that is declared and paid to APD Securityholders on or before the Implementation Date. (d) APN RE shall attribute all of the determined trust components as defined in section 276-255 of the Income Tax Assessment Act 1997 in respect of the income year ending 30 June 2021 to the unitholders of APD during that income year on a fair and reasonable basis with a view to ensuring that APN RE is not liable to tax under Subdivision 276-G of the Income Tax Assessment Act 1997. (e) APN RE shall not determine that any amount is payable in respect of the management units held by APN PG and shall not attribute any of the determined trust components as defined in section 276-255 of the Income Tax Assessment Act 1997 in respect of the income year ending 30 June 2021 to APN PG unless otherwise agreed.

Permitted Distribution. Section 7.6 of the Original Agreement is hereby amended by adding the following thereto: “and make one or more Permitted Distributions.”

Permitted Distribution any Distribution by any Obligor to Parent (i) at any time when no Event of Default exists or would result therefrom, solely to pay general administrative expenses of Parent in the Ordinary Course of Business in an aggregate amount not to exceed $30,000,000 in any Fiscal Year; and (ii) solely to pay domestic (U.S.) Taxes of any Obligor; and

Permitted Distribution. Prior to or at the Closing, the ---------------------- Company may, in its sole discretion, make a cash distribution (a "Permitted Distribution") to the Shareholder in an amount equal to (i) the net worth of the Company, determined in accordance with GAAP, but not taking into account any adjustments for Interim Period Add-Backs, as of June 30, 1998, minus (ii) six percent (6%) of the Company's revenues, determined in accordance with GAAP, for the twelve (12) months ending June 30,

Permitted Distribution. The Company shall have made the Permitted ---------------------- Distribution. For purposes hereof, "Permitted Distribution" means the total ---------------------- cash and cash equivalents of the Company minus the total liabilities (each as calculated in accordance with GAAP, consistently applied) of the Company, each as of the closing of business on the day prior to the Closing Date. The Company shall provide Parent with the opporunity to review its preliminary calculation of the Permitted Distribution not less than five business days prior to any payment of the Permitted Distribution and will provide Parent with advance notice of any material changes from such preliminary calculation prior to any payment thereof.

Permitted Distribution. Permitted Distribution" shall mean any payment or provision for payment of any dividend or other amount by Seller to Shareholder to the extent that same results in a zero Net Working Capital adjustment.

Permitted Distribution so long as immediately before and after giving effect thereto, (i) no Default or Event of Default exists, (ii) Availability is not less than 20% of the amount of aggregate outstanding Revolver Loans (as defined in the ABL Credit Agreement) and stated amount of Letters of Credit (as defined in the ABL Credit Agreement), (iii) projected Availability for the succeeding 6-month period is greater than 20% of the amount of aggregate outstanding Revolver Loans (as defined in the ABL Credit Agreement) and stated amount of Letters of Credit (as defined in the ABL Credit Agreement), and (iv) the Lenders have provided written consent thereto, Parent or any Borrower may declare and make Distributions which are approved by Parent’s board of directors so long as the aggregate amount of Distributions made shall at no time exceed $50,000,000. Permitted Lien: as defined in Section 10.2.2.