AAA Distribution definition

AAA Distribution means any distribution made by either NCI Virginia or the Company out of NCI Virginia’s accumulated adjustments account with respect to the cumulative total of undistributed Net Income items generated by NCI Virginia during the period of the effectiveness of its election to be treated as an S corporation under the Internal Revenue Code.
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AAA Distribution is defined in Section 7.28.
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AAA Distribution shall have the meaning set forth on Exhibit F attached hereto.
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Examples of AAA Distribution in a sentence

  • At the Closing, each of the Stockholders shall loan to Kodiak from the AAA Distribution $37,500 (or a total of $150,000, collectively the "Stockholders' Loans") to be used for working capital.

  • Prior to the execution of this Agreement, PBI has received a written opinion from Xxxxxxxx, Inc., dated as of the date of this Agreement, to the effect that, subject to the terms, conditions and qualifications set forth therein, as of the date of this Agreement, the Merger Consideration and the AAA Distribution to be received by the shareholders of PBI under his Agreement is fair, from a financial point of view, to such shareholders.

  • The AAA Distribution may be paid in whole or in part in cash, to the extent the COMPANY has cash on hand or available to it under lines of credit, and/or by delivery of the COMPANY's promissory note (which shall not bear interest), which note shall be due and payable on the Merger Effective Date.

  • The parties agree that, immediately prior to the ---------------- Closing, the COMPANY shall distribute to its stockholders the amount of the COMPANY's accumulated adjustments account (the "AAA Distribution").

  • Declare or make any Restricted Dividend Payment, Restricted Payment or Restricted Purchase, EXCEPT that this SECTION 12.6 shall not apply to Permitted Subchapter S Distribution or to the AAA Distribution or, after completion of the IPO, to the payment of cash dividends on outstanding common stock of the Borrower.

  • If you trade your AAA units after submitting the Broker Instruction but prior to the AAA Distribution Record Date, you will not be able to participate in the Offering.

  • Notwithstanding any provision of this Agreement to the contrary, payment of the AAA Distribution and the resulting decrease in the COMPANY's net worth and adverse change in the COMPANY's financial position are expressly consented to and shall not constitute a default by the COMPANY or the STOCKHOLDERS hereunder or excuse performance by USFLORAL or NEWCO of their respective obligations.

  • Ethics & Compliance Committee The E&C Committee, its set-up, and its primary role are indicated in the Group’s Code of Conduct.

  • Once you have submitted your Broker Instruction, you will not be able to trade your AAA units until after the AAA Distribution Record Date (expected to be the pricing date of the Offering).

  • On or before the IPO Closing Date, each of the Stockholders shall repay (or distribute pursuant to Section 2.07 or as an AAA Distribution) the entire unpaid amount of all notes, advances and other payment obligations owed by such Stockholder to the Company.


More Definitions of AAA Distribution

AAA Distribution means one or more distributions by the Borrower to its shareholders of amounts not exceeding in the aggregate, the amount of the Borrower's undistributed earnings taxed to such shareholders for the period October 1, 1986 through the completion date of the IPO (that is, the entire period of the Borrower's effective election to be taxed as a subchapter S corporation), declared to the extent of approximately $32.7 million prior to completion of the IPO and as to the balance of such distributions, promptly upon determination of the amount thereof.
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Related to AAA Distribution

  • Clause A Distribution shall have the meaning specified in Section 14.04(c).

  • Income Distribution shall be calculated as set forth in subparagraph (A), below, unless the Prospectus provides for the averaging of income distributions, in which case, "Income Distribution" shall be shall be calculated as set forth in subparagraph (B), below. Accordingly, the Unitholder's "Income Distribution" shall be equal to:

  • Regular Distribution Date Replacement Liquidity Facility", "Responsible Officer", "Scheduled Payment", "Special Payment", "S&P", "Stated Interest Rate", "Subordination Agent", "Taxes", "Threshold Rating", "Trust Agreement", "Trustee", "Underwriters", "Underwriting Agreement", "United States" and "Written Notice".

  • Capital Distribution means, with respect to any Person, a payment made, liability incurred or other consideration given for the purchase, acquisition, repurchase, redemption or retirement of any Equity Interest of such Person or as a dividend, return of capital or other distribution in respect of any of such Person’s Equity Interests.

  • Liquidation Distribution has the meaning specified in Section 9.4(d).

  • Final Distribution means any distribution made in redemption of all or a portion of the Up-MACRO Tradeable Shares pursuant to Section 5.2(b) on the earlier of the Final Scheduled Termination Date or an Early Termination Date.

  • Cash Distribution means the distribution by the Company to all holders of its Common Stock of cash, other than any cash that is distributed upon a merger or consolidation to which Section 2(h) applies or as part of a distribution referred to in paragraph (4) of Section 2(b).

  • Initial Distribution means the distribution made to holders of Allowed Class C-4 Claims on the Distribution Date.

  • Series A Distribution Rate means 6.375%.

  • Special Distribution has the meaning set forth in Section 11.4.

  • Class A Distribution Amount As to any Distribution Date and any Class of Class A Certificates (other than the Class A-PO Certificates), the amount distributable to such Class of Class A Certificates pursuant to Paragraphs first, second and third clause (A) of Section 4.01(a). As to any Distribution Date and the Class A-PO Certificates, the amount distributable to the Class A-PO Certificates pursuant to Paragraphs third clause (B) and fourth of Section 4.01(a) on such Distribution Date.

  • REMIC I Distribution Amount For any Distribution Date, the REMIC I Available Distribution Amount shall be distributed to the REMIC I Regular Interests and the Class R-1 Residual Interest in the following amounts and priority:

  • Clause C Distribution shall have the meaning specified in Section 14.04(c).

  • Class C Distribution Amount With respect to any Distribution Date, the sum of (i) the Current Interest for the Class C Interest for such Distribution Date, (ii) any Overcollateralization Release Amount for such Distribution Date and (iii) without duplication, any Subsequent Recoveries not distributed to the Class A, Class M and Class B Certificates on such Distribution Date; provided, however, that, on any Distribution Date after the Distribution Date on which the Certificate Principal Balances of the Class A, Class M and Class B Certificates have been reduced to zero, the Class C Distribution Amount shall include the Overcollateralization Amount.

  • Main Distribution Frame (MDF) is termination frame for outside facility and inter-exchange office equipment at the central office for DS-0 and DSL services.

  • Wholesale distribution means distribution of prescription drugs to persons other than consumers or

  • Lower-Tier REMIC Distribution Account The account or accounts created and maintained as a separate account (or separate sub-account within the same account as the Upper-Tier REMIC Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Trust 2020-GC46, Commercial Mortgage Pass-Through Certificates, Series 2020-GC46, and the Uncertificated VRR Interest Owner, Lower-Tier REMIC Distribution Account” and which must be an Eligible Account. The Lower-Tier REMIC Distribution Account shall be an asset of the Lower-Tier REMIC.

  • REMIC IV Distribution Amount shall not cause a reduction in the Class Principal Balances of any of the Classes of REMIC IV Regular Interests; and

  • REMIC III Distribution Amount The REMIC III Available Distribution Amount for any Distribution Date shall be distributed to the Certificates and the Class R-3 Residual Interest in the following amounts and priority:

  • REMIC II Distribution Amount shall not cause a reduction in the Class Principal Balances of any of the REMIC II Regular Interests; and

  • Clause B Distribution shall have the meaning specified in Section 14.04(c).

  • Qualified distribution means a distribution from a Roth Elective Deferral Account after the Participant has satisfied a five year tax holding period and has attained age 59½, died, or become Disabled, in accordance with Code Section 402A(d). The five year tax holding period is the period of five consecutive taxable years that begins with the first day of the first taxable year in which the Participant makes a designated Roth Elective Deferral under the Plan or to another retirement plan which amount was directly rolled over to the Plan, and ends when five consecutive taxable years have been completed.

  • Final Distributions means, with respect to the Certificates of any Trust on any Distribution Date, the sum of (x) the aggregate amount of all accrued and unpaid interest on such Certificates (excluding interest, if any, payable with respect to the Deposits relating to such Trust) and (y) the Pool Balance of such Certificates as of the immediately preceding Distribution Date (less the amount of the Deposits for such Class of Certificates as of such preceding Distribution Date other than any portion of such Deposits thereafter used to acquire Equipment Notes pursuant to the Note Purchase Agreement). For purposes of calculating Final Distributions with respect to the Certificates of any Trust, any Premium paid on the Equipment Notes held in such Trust which has not been distributed to the Certificateholders of such Trust (other than such Premium or a portion thereof applied to the payment of interest on the Certificates of such Trust or the reduction of the Pool Balance of such Trust) shall be added to the amount of such Final Distributions.

  • Lower-Tier Distribution Account A subaccount of the Distribution Account, which shall be an asset of the Trust Fund and the Lower-Tier REMIC.

  • Principal Distribution Account means the account by that name established and maintained pursuant to Section 4.1 of the Sale and Servicing Agreement.

  • Post-Distribution Period means any Tax Period beginning after the Distribution Date and, in the case of any Straddle Period, the portion of such Tax Period beginning on the day after the Distribution Date.