Permitted Distribution. (a) Distributions declared and made by Parent or any of its Subsidiaries solely for the purpose of making, or permitting Parent to make, payments on account of obligations owed under any HY Notes, Permitted Additional HY Notes and Permitted Convertible Notes which payments are permitted to be made under Section 10.2.8(c);
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 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) 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. (a) Notwithstanding any other provision of this deed, APD may:
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. Notwithstanding the provisions of Section 5.2, prior to the Closing Date, the Companies may declare and pay to Sellers dividends in cash totaling an aggregate amount (such aggregate amount being referred to herein as the "Permitted Distribution") of not more than 100 percent of the reasonably estimated aggregate net income (the "Interim Net Income") of the Companies for the period commencing September 30, 2002 and ending on the last day immediately preceding the Effective Date (the "Interim Period"); provided that the Companies shall not borrow any amount to fund the Permitted Distribution that would make the debt of the Companies exceed $25.64 million in the aggregate (the "Maximum Debt") as of the Effective Date or as of the Closing Date. The Interim Net Income shall be determined as follows:
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.
Permitted Distribution. The Parties acknowledge that the Purchase Price has been so determined on the assumption that, prior to Closing, the Company shall resolve to distribute reserves to Seller for an amount of Euro 3,380,000 (three million three hundred eighty thousand) (the “Permitted Distribution”). To this regard it is agreed as follows:
Permitted Distribution. Permitted Distribution" means (i) dividends payable solely in any of its stock, (ii) cash dividends paid by any Subsidiary on a pro rata basis with respect to all of its outstanding shares, (iii) cash dividends paid of up to $9,000 in any fiscal year of the Borrower with respect to the Borrower's preferred shares and (iv) purchases by the Borrower during the term of this Agreement of shares of stock of the Borrower for purchase prices aggregating not more than $7,000,000.
