Closing Distribution definition

Closing Distribution shall have the meaning provided in the recitals to this Agreement.

Closing Distribution means those certain distributions on or shortly after the Closing Date from the Borrower to Holdings and from there to direct or indirect equity holders of Holdings in an aggregate amount not to exceed $575.0 million plus amounts funded from cash on hand at Holdings and its Subsidiaries.

Closing Distribution means a distribution to be made by the Company Group at or immediately prior to Closing to Sellers in an amount equal to all of the Cash and Cash Equivalents of the Company Group as of the close of business six (6) Business Days prior to the Closing Date.

Examples of Closing Distribution in a sentence

• The proceeds of the Initial Term Loans will be applied (i) on the Closing Date to pay the Closing Distribution; (ii) with respect to the proceeds of the Initial Term B-1 Loans, to pay Transaction Expenses; and (iii) with respect to any remaining proceeds of the Initial Term B-1 Loans, to fund cash to the Borrower’s balance sheet and for other general corporate purposes.

• Promptly following full payment of all amounts set forth in the Closing Distribution Notice and all amounts set forth in the Post-Closing Distribution Notices, any amounts remaining in the Escrow Fund shall be disbursed to Lender.

• If the Escrow Agent has not received the Closing Distribution Notice or Termination Distribution Notice on or before November 30, 2003, the Escrow Agent shall promptly disburse all amounts in the Escrow Fund to Lender and to Bayview pro rata based on the percentage of the Escrow Contribution contributed by each.

• At least 10 Business Days prior to the scheduled Closing Date, the Company Parties will prepare and deliver, or cause to be prepared and delivered, to the Investor an estimated statement (the “Estimated Closing Distribution Statement”), setting forth their good faith calculation as of the Closing Date of the amount of the distribution described on Exhibit B (the “Closing Distribution Amount”).

• The Borrower shall use the proceeds of the Advances and Letters of Credit to make the Closing Distribution, to provide funds to the Parent to be used to satisfy obligations with respect to the Merger, to refinance any Debt outstanding on the Closing Date, and for general corporate purposes.

More Definitions of Closing Distribution

Closing Distribution has the meaning set forth in Section 1.5(a).

Closing Distribution means the distribution by the Borrower in an aggregate amount equal to $135,000,000 to Holdings, which amount shall be distributed by Holdings to the Parent and subsequently paid by the Parent as a portion of the Merger Consideration (as defined in the Merger Agreement).

Closing Distribution is defined in Section 5.2.

Closing Distribution means the $25,000,000 distribution from the Borrower to its Partners on the date of the initial Borrowing under this Agreement, which amount shall be subsequently distributed through a series of transactions to the Parent.

Closing Distribution has the meaning specified in the preliminary statements to this Agreement.

Closing Distribution means a distribution to be made by the Company Group at the Closing to Seller in an amount equal to all of the Cash and Cash Equivalents of the Company Group as of the close of business two Business Days prior to the Closing Date; provided, however, in no event shall the Closing Distribution be less than zero.

Closing Distribution means a distribution to be made by each Subject Company Group at or immediately prior to Closing to or for the benefit of Sellers in an amount equal to all or substantially all of the Cash and Cash Equivalents of such Subject Company Group as of the close of business six (6) Business Days prior to the Closing Date, excluding any reserves, as reasonably determined by the applicable Seller, to be retained by such Subject Company Groups, which will include at least an amount of Cash and Cash Equivalents that is needed to satisfy obligations of the Subject Company Group reasonably expected to be paid (to avoid incurring any additional interest, expense, penalty or other loss to the Subject Company Groups) within ten (10) days following the Closing.