S Corporation Distributions Sample Clauses

S Corporation Distributions. During such time that the Corporation maintains an election to be taxed under the provisions of Subchapter S of the Internal Revenue Code, as amended, the Corporation shall distribute to each Shareholder (which for this purpose shall include the Shareholders, the Shaheen Children, and beneficiaries of other eligible trusts under Article VI of this Agreement) for each calendar quarter an amount equal to the taxable income allocated to such Shareholders multiplied by forty percent (40%), to cover the federal and state income taxes on such taxable income, provided that such distributions do not conflict with the restrictions contained in the loan documents (i.e. - promissory note, mortgages, security agreements) of the Corporation which result from the merger with Xxxxxxx.
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S Corporation Distributions. 40 7 Indemnification............................................................40
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S Corporation Distributions. Acquisition shall pay to Xxxx the S Distribution in the manner described in the corporate minutes of the Company, referred to in Section 5.6.
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S Corporation Distributions. 14 RIGHT NOW TECHNOLOGIES, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT This Series A Preferred Stock Purchase Agreement (the "Agreement") is entered into as of December 13, 1999, by and among Right Now Technologies, Inc., a Montana corporation (the "Company"), and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as Exhibit A (which persons and entities are --------- hereinafter collectively referred to as "Purchasers" and each individually as a "Purchaser").
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S Corporation Distributions. The Purchasers agree that, following the Closing Date, the Board of Directors may distribute to persons who held shares of the Company's Common Stock prior to the Closing Date an amount not to exceed the amount sufficient for such persons to pay taxes relating to the Company's status as an S corporation prior to the Closing, such amounts to be distributed only if such taxes are due and payable.
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S Corporation Distributions. MRL shall have the right to make --------------------------- distributions (the "Estimated S Corporation Distributions") to the Shareholders ------------------------------------- at any time on or before the Closing Date in an aggregate amount equal to: (i) Forty-Eight Percent (48%) (the assumed combined effective federal and state income tax rate) multiplied by the estimated taxable income of MRL (as determined by mutual agreement of the accountants for MRL and PPD) for the period or periods commencing on or after January 1, 2001 through the Closing Date, but only to the extent such income is attributable to the Shareholders and required to be reported on their respective individual federal income tax returns, less (ii) the aggregate amount of all prior distributions to the Shareholders as shareholders during such period or periods other than the distributions to the Shareholders in April 2001 in the amounts of $6,794,003 and $999,990. Within sixty (60) days after the Closing of the Merger, the Surviving Company shall pay to the Shareholders (if (A) below is greater than (B) below) or the Shareholders shall pay to the Surviving Company (if (B) below is greater than (A) below), as the case may be, an amount equal to the difference between: (A) Forty-Eight Percent (48%) multiplied by the actual taxable income of MRL reported on its income tax returns filed for the period or periods commencing on or after January 1, 2001 through the Closing Date, but only to the extent such income is attributable to the Shareholders and required to be reported on their respective individual federal income tax returns, and (B) the aggregate of all Estimated S Corporation Distributions to the Shareholders (excepting the distributions to the Shareholders in April 2001 in the amounts of $6,794,003 and $999,990). In the event taxable income for the period commencing on or after January 1, 2002 through the Closing Date is negative, then there shall be no distribution by MRL to the Shareholders or any payment by the Shareholders to the Surviving Company under this Section 6.12(a) for such period. ---------------
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S Corporation Distributions. Notwithstanding any provision to the contrary set forth in this Agreement, the Company shall be authorized to make dividend distributions to its Shareholder during the period from execution of this Agreement to and on the Closing Date to a maximum amount not to exceed the lesser of (i) taxed and to be taxed undistributed flow-through income of the Company which is available to the Shareholder without decreasing the Shareholder's basis in the shares held in the Company under the Code, or (ii) the amount, when aggregated with all other payments and distributions to the Shareholder, executives or other employees of the Company which will not, once made, be reasonably anticipated to reduce the Company's Net Current Assets below $22,000,000.
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Related to S Corporation Distributions

  • Liquidation Distributions All property and all cash in excess of that required to discharge liabilities as provided in Section 12.4(b) shall be distributed to the Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 12.4(c)) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable year (or, if later, within 90 days after said date of such occurrence).

  • Certain Distributions If the Company elects to:

  • REMIC Designations and REMIC Distributions (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Protected Account, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Reserve Fund, any Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Supplemental Interest Trust, the Swap Agreement, the Yield Maintenance Agreement, the Derivative Account and any rights or obligations in respect of the Derivative Administration Agreement). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The Class CE Interest shall constitute the assets of REMIC IV. The Class P Interest shall constitute the assets of REMIC V. The Class IO Interest shall constitute the assets of REMIC VI.

  • Residual Distributions If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights and preferences.

  • 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:

  • Preferred Distributions For any period and without duplication, all Distributions paid, declared but not yet paid or otherwise due and payable during such period on Preferred Securities issued by the Borrower or any of its Subsidiaries or REIT. Preferred Distributions shall not include dividends or distributions: (a) paid or payable solely in Equity Interests of identical class payable to holders of such class of Equity Interests; (b) paid or payable to the Borrower or any of its Subsidiaries; or (c) constituting or resulting in the redemption of Preferred Securities, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full.

  • Interest Distributions On each Distribution Date, the Trustee shall withdraw from the Distribution Account the Interest Remittance Amount and apply it in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report, upon which the Trustee may conclusively rely), and the calculations required to be made by the Trustee, to the extent available:

  • Liquidation Distribution Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03.

  • 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.

  • Requirement and Characterization of Distributions; Distributions to Record Holders (a) Within 45 days following the end of each Quarter commencing with the Quarter ending on September 30, 2005, an amount equal to 100% of Available Cash with respect to such Quarter shall, subject to Section 17-607 of the Delaware Act, be distributed in accordance with this Article VI by the Partnership to the Partners as of the Record Date selected by the General Partner. All amounts of Available Cash distributed by the Partnership on any date from any source shall be deemed to be Operating Surplus until the sum of all amounts of Available Cash theretofore distributed by the Partnership to the Partners pursuant to Section 6.4 equals the Operating Surplus from the Closing Date through the close of the immediately preceding Quarter. Any remaining amounts of Available Cash distributed by the Partnership on such date shall, except as otherwise provided in Section 6.5, be deemed to be “Capital Surplus.” All distributions required to be made under this Agreement shall be made subject to Section 17-607 of the Delaware Act.

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