Permitted Parent Distributions definition

Permitted Parent Distributions. (a) the issuance by Holdings of options or other equity securities of Holdings to outside directors, members of management or employees of Holdings in the ordinary course of business, (b) cash payments made in lieu of issuing fractional shares of Holdings' common stock or preferred stock, (c) cash payments to repurchase Capital Stock of Holdings solely with the proceeds of dividends received from the Borrower pursuant to clause (C) of the definition of Permitted Stock Payments in the Credit Agreements; provided, however, that such payments do not exceed $5,000,000, and (d) the application of up to $2,000,000 of the proceeds of the sale of common stock of Holdings to the repurchase of common stock of Holdings from management of Holdings or the Borrower.
Sample 1Sample 2Sample 3
Permitted Parent Distributions means, during the Reinvestment Period only, a distribution to the Parent of Principal Proceeds, so long as after giving effect to such distribution, (i) no Event of Default, Default or Servicer Event of Default has occurred and is continuing or would result from such distribution, (ii) each Collateral Quality Test, the Concentration Limitations, the Portfolio Advance Rate Test, the requirements of Section 5.41 and the Coverage Tests are satisfied and (iii) on the date of distribution, the Overcollateralization Ratio is not less than 153.85% on a pro forma basis.
Sample 1Sample 2
Permitted Parent Distributions. (a) the issuance by Holdings of options or other equity securities of Holdings to outside directors, members of management or employees of Holdings in the ordinary course of business, (b) cash payments made in lieu of issuing fractional shares of Holdings' common stock or preferred stock, (c) from and after January 1, 2004, Parent Distributions funded solely with the proceeds of dividends received from the Borrower pursuant to clause (C) of the definition of Permitted Stock Payments in the Credit Agreements so long as at the time of declaring and paying any such Parent Distribution no Default or Event of Default shall have occurred and be continuing (the "Clause (C) Dividends"), (d) the application of up to $2,000,000 of the proceeds of the sale of common stock of Holdings to the repurchase of common stock of Holdings from management of Holdings or the Borrower, (e) from and after January 1, 2004, cash payments to repurchase common stock of Holdings solely with proceeds of (i) Clause (C) Dividends, (ii) dividends received from the Borrower pursuant to clause (E) of the definition of Permitted Stock Payments in the Credit Agreement (the "Clause (E) Dividends") and (iii) Net Proceeds of the issuance of Capital Stock of Holdings and/or Permitted Convertible Securities issued after January 1, 2004; provided, however, that the cash payments to repurchase common stock of Holdings deriving from Clause (E) Dividends, issuances of Capital Stock of Holdings and/or issuances of Permitted Convertible Securities shall not exceed $200,000,000 in the aggregate from and after January 1, 2004 and (f) from and after January 1, 2004, cash payments in an aggregate amount up to $10,000,000 in any fiscal year of the Borrower to repurchase common stock of Holdings held by any employee, director, officer, consultant or agent (a "Benefit Plan Beneficiary") of the Borrower, Holdings or their Subsidiaries pursuant to any restricted stock plan or to which any such Benefit Plan Beneficiary has a right under any option plan of the Borrower or Holdings (or to repurchase other common stock of Holdings held by any such Benefit Plan Beneficiary having a value not exceeding the amount of the exercise price of an option being exercised by such Benefit Plan Beneficiary and the amount of the obligations of such Benefit Plan Beneficiary under the Code with respect to the common stock underlying such option) in order to enable (i) the Borrower, Holdings or such Benefit Plan Beneficiary to comply...
Sample 1Sample 2

Examples of Permitted Parent Distributions in a sentence

  • The Borrower will not declare or make any direct or indirect distribution, dividend or other payment to any person on account of any Equity Interests in, or ownership of any similar interests or securities of the Borrower, except for Permitted Distributions or Permitted Parent Distributions.

  • The Borrower will not declare or make any direct or indirect distribution, dividend or other payment to any person on account of any Equity Interests in, or ownership of any similar interests or securities of the Borrower, except for Permitted Distributions and Permitted Parent Distributions.

  • Holdings shall not make any Parent Distributions other than Parent Distributions payable solely in common stock of Holdings and Permitted Parent Distributions.

  • No Borrower shall declare, pay or make, any Distributions other than (i) Permitted Parent Distributions, (ii) Permitted Tax Distributions and (iii) Distributions from a Borrower to another Borrower.

  • Borrower shall utilize the proceeds of the Revolving Loan solely for the Refinancing (and to pay any related transaction expenses), and for the financing of Borrower's ordinary working capital and general corporate needs (including without limitation to finance Permitted Acquisitions, Permitted Note Repurchases and Permitted Parent Distributions).

  • No Borrower shall declare, pay or make, any Distributions other than (i) Permitted Parent Distributions, (ii) Permitted Tax Distributions, (iii) Distributions from a Borrower to another Borrower, and (iv) Distributions to Parent to pay the Deferred Acquisition Compensation and Earn Out Payments required to be made pursuant to the Purchase Agreement, provided that distributions under this clause (iv) shall not exceed the amount then due and payable under the Purchase Agreement.


More Definitions of Permitted Parent Distributions

Permitted Parent Distributions. (a) the issuance by Holdings of options or other equity securities of Holdings to outside directors, members of management or employees of Holdings in the ordinary course of business, (b) cash payments made in lieu of issuing fractional shares of Holdings' common stock or preferred stock, (c) from and after January 1, 2004, Parent Distributions funded solely with the proceeds of dividends received from the Borrower pursuant to clause (C) of the definition of Permitted Stock Payments in the Credit Agreements so long as at the time of declaring and paying any such Parent Distribution no Default or Event of Default shall have occurred and be continuing and (d) the application of up to $2,000,000 of the proceeds of the sale of common stock of Holdings to the repurchase of common stock of Holdings from management of Holdings or the Borrower."
Sample 1Sample 2
Permitted Parent Distributions. (a) the issuance by Holdings of options or other equity securities of Holdings to outside directors, members of management or employees of Holdings in the ordinary course of business, (b) cash payments made in lieu of issuing fractional shares of Holdings' common stock or preferred stock, in an aggregate amount not to exceed $50,000 subsequent to the date hereof, (c) cash payments to repurchase Capital Stock of Holdings solely with the proceeds of dividends received from the Borrower pursuant to clause (C) of the definition of Permitted Stock Payments in the Credit Agreement; provided, however, that such payments do not exceed $5,000,000, (d) the issuance of pay-in-kind junior subordinated notes (which shall not require cash payments in respect of principal, interest or otherwise prior to the first anniversary of the Final Maturity Date), which are reasonably satisfactory in form and substance to the Agents, issued pursuant to Section 4.3 of the Subscription Agreements in connection with the exercise of the rights of the Purchasers (as defined therein) thereunder of other rights under Section 4.2 thereof and (e) the application of up to $2,000,000 of the proceeds of the sale of common stock of Holdings to management of Holdings or the Borrower, to the repurchase of common stock of Holdings; provided that (i) no more than $325,000 of such proceeds shall be applied to the repurchase of common stock of Holdings from each of Messrs. Xxxxx and XxXxxxx and (ii) the remainder of such proceeds shall be applied solely to the repurchase of common stock of Holdings from the Seller.
Sample 1
Permitted Parent Distributions means (a) so long as no Triggering Event exists and is continuing at the time of such payment or would result therefrom, loans by a Borrower, or the declaration and payments of dividends or other distributions in cash by a Borrower, to FRI-MRD or FRI-Admin to enable FRI-MRD or FRI-Admin to make loans to or declare and pay dividends or other distributions in cash to Prandium to make payment of its general and administrative operating expenses and federal, state, local, and foreign taxes and other assessments of a similar nature (whether imposed directly or through withholding) then due and owing, in each case, as determined in good faith by the Board of Directors and to the extent arising from or directly related to Prandium's ownership interest in FRI-MRD and its Subsidiaries, if and so long as FRI-MRD, FRI-Admin, and Prandium each promptly uses the proceeds of such loans, dividends, or other distributions solely for such purposes; and (b) so long as no Blockage Event exists and is continuing at the time of such payment or would result therefrom, and so long as the aggregate amount of all loans, dividends, or distributions made under this clause do not exceed $2,000,000 in any fiscal year, loans by a Borrower, or the declaration and payments of dividends or other distributions in cash by a Borrower, to FRI-MRD or FRI-Admin to enable FRI-MRD or FRI-Admin to make loans to or declare and pay dividends or other distributions in cash to Prandium to redeem shares of Stock of Prandium held by its officers, directors, or employees or its former officers, directors, or employees (or their estates or beneficiaries under their estates) that were issued pursuant to any stock option plan, restricted stock plan, or similar arrangement, upon the death, disability, retirement, termination of employment, or pursuant to the terms under which such shares of Stock were issued, if and so long as FRI-MRD, FRI-Admin, and Prandium each promptly uses the proceeds of such loans, dividends, or other distributions solely for such purposes.
Sample 1
Permitted Parent Distributions means any cash or non-cash distribution, whether one or more, made or by the Borrower or any Subsidiary to the New Parent for any purpose other than the repurchase of shares of the New Parent’s capital stock.
Sample 1

Related to Permitted Parent Distributions

  • Permitted Parent means (a) any Parent Entity that at the time it became a Parent Entity was a Permitted Holder pursuant to clauses (1), (2) and (3) of the definition thereof; provided that such Parent Entity was not formed in connection with, or in contemplation of, a transaction (other than the Transactions) that would otherwise constitute a Change in Control and (b) Holdings, so long as it is controlled by one or more Persons that are Permitted Holders pursuant to clause (1), (2), (3) or (4) of the definition thereof.

  • Permitted Tax Distributions means, with respect to a Credit Party so long as it is taxable as a partnership or disregarded entity for United States federal income tax purposes, tax distributions to the owners of Equity Interests in such Credit Party (its “shareholders”) in an aggregate amount that does not exceed, with respect to any period, an amount equal to (a) the product of (i) the Applicable Tax Percentage, multiplied by (ii) such Credit Party’s federal taxable income, minus (b) to the extent not previously taken into account, any income tax benefit attributable to such Credit Party which could be utilized by its shareholders, in the current or any prior year, or portion thereof, from and after the Closing Date (including any tax losses or tax credits), computed at the Applicable Tax Percentage of the year that such benefit is taken into account for purposes of this computation; provided, however, that the computation of distributions under this definition shall also take into account (x) the deductibility of state and local taxes for federal income tax purposes and (y) any difference in the Applicable Tax Percentage resulting from the nature of the taxable income (such as capital gain as opposed to ordinary income, if applicable; provided, further, that, in the event (x) the actual distribution to a shareholder made pursuant to this definition exceeds the actual income tax liability of any such shareholder due to such Credit Party’s status as a partnership or “disregarded entity” for U.S. federal or other applicable income tax purposes, or (y) if such Credit Party is a subchapter C corporation, such Credit Party would be entitled to a refund of income taxes previously paid as a result of a tax loss during a year in which such Credit Party is a partnership or “disregarded entity” for U.S. federal or other applicable income tax purposes, then, such shareholder shall repay such Credit Party the amount of such excess or refund, as the case may be, no later than the date the annual tax return must be filed by such Credit Party (without giving effect to any filing extensions) and, in the event such amounts are not repaid in a timely manner by any, then such Credit Party shall not pay or make any distribution with respect to, or purchase, redeem or retire, any Equity Interest of such Credit Party held or Controlled by, directly or indirectly, such shareholder until such payment has been made.

  • Tax Distributions has the meaning set forth in Section 4.01(b)(i).

  • Permitted Reorganization means any reorganizations and other activities related to tax planning and tax reorganization, so long as, after giving effect thereto, the enforceability of the Note Guarantees, taken as a whole, are not materially impaired.

  • Distributions means amounts payable in respect of the Trust Securities as provided in Section 4.1.

  • Restricted Payments as defined in Section 7.6.