Shareholder Distributions. Related Manager shall be entitled to receive distributions from the Trust or its subsidiaries in respect of any Shares it holds.
Shareholder Distributions. For as long as Xfone controls Story, Shareholder Distributions shall take place after each accounting year in which Story reported profits, it shall be made on a pro rata basis to all Shareholders, shall be made in compliance with all applicable legal requirements; and must be approved by unanimous vote of the Board of Directors of Story, such approval shall not be unreasonably withheld.
Shareholder Distributions. An amount equal to the Shareholders' accrued income tax liability arising from CMB's earnings from January 1, 1995 through the Effective Date (which is estimated by CMB to be $200,000 by such date) and an amount equal to CMB's Accumulated Adjustments Accounts account as defined in Section 1368(e)(i) of the Internal Revenue Code of 1986, as amended, (which is estimated by CMB to be $500,000) will be distributed by CMB to the Shareholders prior to the Closing; provided, however, that such accrued income tax liability shall be determined by CMB on a basis consistent with prior periods.
Shareholder Distributions. Declare or pay any Shareholder Distributions without the prior written consent of RBL, which consent shall be exercised in RBL's sole discretion, except upon notice to RBL when necessary for shareholders to pay income taxes.
Shareholder Distributions. None of StarCare, APAC or Pinnacle has made any distribution to the Shareholder of assets shown on the October Interim Financial Statements except:
(a) the distribution in the amount of the Reclassification Payment,
(b) distributions of cash which correspond dollar for dollar with liabilities that have been accrued on the October Interim Financial Statements of StarCare, APAC and/or Pinnacle and have been applied to correspondingly reduce such accrued liabilities,
(c) distributions of Excluded Tangible Personal Property, and
(d) the distribution of an amount equal to (A) the TNE Amount (as defined below) of StarCare, APAC and Pinnacle as of October 31, 2003 minus (One Dollar) $1.00, less (B) an amount equal to 41% of the aggregate risk pool deficit amount of StarCare, APAC and Pinnacle as of October 31, 2003 (the “Risk Pool Reserve Amount”), which is calculated on the basis of the October Interim Financial Statements of StarCare, APAC and Pinnacle and has been determined, as set forth below, to be the sum of Three Million Seven Hundred Fifty One Thousand Seven Hundred Ninety Dollars and 28/100 ($3,751,790.28) (“Permitted Excess TNE Distribution”). A copy of the October Interim Financial Statements upon which the Permitted Excess TNE Distribution is based is attached hereto as Exhibit A.
Shareholder Distributions. You will not (a) declare or pay any dividends on your capital stock, make any distribution in respect thereof or purchase, redeem or otherwise acquire any of your shares of stock, (b) make any other payments to shareholders, whether as commissions, salaries, bonuses, loan payments or otherwise, or (c) make any payments to affiliates or members of the immediate family of any shareholder, whether as commissions, salaries, bonuses, loan payments, payments for goods or services or otherwise, in each case without our prior written consent. Nothing herein shall prohibit you from selling inventory in the ordinary course of business to Capital Video Corporation.
Shareholder Distributions. Sellers will have provided Buyer with evidence of the payment by the Company of all shareholder distributions accrued or otherwise owed to the Sellers.
Shareholder Distributions. Declare or pay any Shareholder Distributions without the prior written consent of RBL, which consent shall be exercised in RBL's sole discretion. Notwithstanding the foregoing, in the event the Minimum Cash Flow Ratio exceeds 10.0:1.0, Borrower may declare Shareholder Distributions.
Shareholder Distributions distribute any of its present or future assets, undertakings, rights and revenues (including without limitation a repayment or prepayment of any shareholder loan or other Indebtedness owed to any shareholder, other than any prepayment required or permitted under this Agreement and any other Permitted Financial Indebtedness) to or in favour of any person who is not an Obligor; or
Shareholder Distributions. Except for distributions made to or for the benefit of Seller's shareholders to cover shareholder Tax Liabilities consistent with past practices and consented to by Buyer in advance in a signed writing, which consent shall not be unreasonably withheld, Seller has not made and will not make any distributions to Seller's shareholders since December 31, 2004 other than distributions to Seller's shareholders to cover Tax Liabilities made in June 2005 in the aggregate amount of Six Hundred Seven Thousand Six Hundred Dollars ($607,600).
