Permitted Parent Distributions definition

Permitted Parent Distributions 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.
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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."
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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.
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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 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 wit...
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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.
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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.
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Permitted Parent Distributions 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.
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Permitted Parent Distributions means the distribution by a Borrower (or any of its Subsidiaries) to any direct or indirect parent of such Borrower from time to time of amounts necessary to fund the payment by or reimbursement of such entities of (a) general corporate operating and overhead costs and expenses in the ordinary course of business, including without limitation, costs and expenses with respect to auditing, accounting, legal services, governmental reporting, insurance, compensation and benefits plans, stock options and stock ownership plans, director fees, indemnitees provided to directors and officers, and the registration and offering of debt and equity securities and (b) fees and expenses (excluding franchise or similar taxes) required to maintain corporate existence.
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Related to Permitted Parent Distributions

  • Permitted Tax Distributions means (a) for so long as the Borrower or any of its Subsidiaries are members of a group filing a consolidated, combined, affiliated or unitary income tax return with any direct or indirect parent of the Borrower, payments, dividends, or distributions, directly or indirectly, to such direct or indirect parent of the Borrower in amounts required for such parent entity to pay federal, state and local income (and franchise or other similar Taxes imposed lieu of income) Taxes imposed on such entity to the extent such Taxes are directly attributable to the income of the Borrower and its Subsidiaries; provided, however, that the amount of such payments in respect of any tax year does not, in the aggregate, exceed the amount that the Borrower and its Subsidiaries that are members of such consolidated, combined, affiliated or unitary group would have been required to pay in respect of such Taxes (as the case may be) in respect of such year if the Borrower and its Subsidiaries paid such Taxes directly on a separate company basis or as a stand-alone consolidated, combined, affiliated or unitary tax group (reduced by any such Taxes paid directly by the Borrower or any Subsidiary); and provided, further, that any such cash distributions made in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to the Borrower or any of its Restricted Subsidiaries and (b) with respect to any calendar year during which the Borrower is classified as a partnership or disregarded entity for U.S. federal income tax purposes, payments, dividends, or distributions by a Loan Party, on or prior to each estimated tax payment date as well as each other applicable due date but no more frequently than quarterly, in an aggregate amount not to exceed the product of (i) the total aggregate taxable income of the Borrower and its Restricted Subsidiaries (or estimates thereof) which is allocable to its members or partners as a result of the operations or activities of the Borrower and its Restricted Subsidiaries during the relevant period, calculated without regard to any tax deductions or basis adjustments arising under Section 743 of the Code attributable to the assets of the Borrower (provided, however, that such tax deductions or basis adjustments shall be taken into account if an Event of Default shall have occurred and be continuing), multiplied by (ii) the highest combined marginal federal, state and local income tax rates (including Section 1411 taxes) applicable to any member or partner of the Borrower (or, if any of them are themselves a pass-through entity for U.S. federal income tax purposes, their members or partners) determined by taking into account the character of the income and loss allocable to the members or partners as it affects the applicable tax rate, after taking into account any losses from prior periods allocated to the members or partners by the Borrower, to the extent not taken into account as a reduction in taxable income hereunder in prior periods; provided that, taxable income of the Borrower and its Restricted Subsidiaries for any period shall take into account any increases or decreases thereto as a result of any amended tax return or any tax examination, audit or adjustment; provided, further, that if the aggregate amount of Permitted Tax Distributions made for a taxable year exceeds the amount of Permitted Tax Distributions that would have been permitted based on the taxable income of Borrower and its Restricted Subsidiaries, as finally determined following the close of such year (including as a result of any amended tax return or any tax examination, audit or adjustment), then the amount of such excess shall be credited against the next Permitted Tax Distributions permitted to be made with respect to subsequent taxable periods.

  • Permitted Payments to Parent means, without duplication as to amounts:

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

  • Performing Cash Pay Mezzanine Investments means Mezzanine Investments (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash and (b) which are Performing.

  • Permitted Payment as defined in Subsection 8.2(b).

  • Permitted Tax Distribution means distributions to the Parent (from the Accounts or otherwise) to the extent required to allow the Parent to make sufficient distributions to qualify as a regulated investment company, and to otherwise eliminate federal or state income or excise taxes payable by the Parent in or with respect to any taxable year of the Parent (or any calendar year, as relevant); provided that (A) the amount of any such payments made in or with respect to any such taxable year (or calendar year, as relevant) of the Parent shall not exceed 115% of the amounts that the Company would have been required to distribute to the Parent to: (i) allow the Company to satisfy the minimum distribution requirements that would be imposed by Section 852(a) of the Code (or any successor thereto) to maintain its eligibility to be taxed as a regulated investment company for any such taxable year, (ii) reduce to zero for any such taxable year the Company's liability for federal income taxes imposed on (x) its investment company taxable income pursuant to Section 852(b)(1) of the Code (or any successor thereto), or (y) its net capital gain pursuant to Section 852(b)(3) of the Code (or any successor thereto), and (iii) reduce to zero the Company's liability for federal excise taxes for any such calendar year imposed pursuant to Section 4982 of the Code (or any successor thereto), in the case of each of (i), (ii) or (iii), calculated assuming that the Company had qualified to be taxed as a regulated investment company under the Code and (B) if such Permitted Tax Distributions are made after the occurrence and during the continuance of an Event of Default, the amount of Permitted Tax Distributions made in any 90 calendar day period shall not exceed U.S.$1,500,000.

  • Performing Non-Cash Pay Mezzanine Investments means Performing Mezzanine Investments other than Performing Cash Pay Mezzanine Investments.

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

  • Tax Distribution has the meaning set forth in Section 4.4.

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