Closing Distribution definition

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

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.

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.

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.

• 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.

• 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.

• In resolving any such disputed matters and determining the appropriate Closing Distribution Amount, the Parties and any individual, mediator, arbiter or other party designated pursuant to Article VI shall (i) be bound by the principles set forth in this Section 2.05 and (ii) limit their review to matters set forth in the Notice of Disagreement.

• Each of the Parties agrees that it will, and will use commercially reasonable efforts to cause its respective Subsidiaries, agents and representatives to, cooperate and assist in obtaining any requisite regulatory consent in respect of any capital distribution, preparing the Closing Statement, calculating the Closing Distribution Amount and Final Distribution Amount and conducting the reviews and dispute resolution process referred to in this Section 2.05.

More Definitions of Closing Distribution

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 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 set forth in Section 1.5(a).

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

Closing Distribution is defined in Section 5.2.

Closing Distribution means a distribution payable by Bank on the Closing Date to the Company and by the Company to its shareholders of record on a pro rata basis in an amount equal to the difference between: (i) the Tangible Book Value on the Calculation Date; and (ii) the Minimum Tangible Book Value.

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 Group, 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 Group) prior to the Closing.