Subsidiary Distribution definition

Subsidiary Distribution shall have the meaning set forth in Section 2.2(h).
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Subsidiary Distribution means the dividend or distribution by the Company of all the Equity Interests in any one Subsidiary and its direct or indirect Subsidiaries (collectively, a "Distributed Subsidiary") owned by the Company or any of its Restricted Subsidiaries; provided that (A) prior to such dividend or distribution, the Company shall make an offer (a "Subsidiary Distribution Offer") to all Holders of Notes and Other Notes to purchase the principal amount (or, with respect to the Notes only, prior to the Full Accretion Date, the Accreted Value) of Notes and Other Notes equal to the product of (1) the outstanding principal amount (or, with respect to the Notes only, prior to the Full Accretion Date, the Accreted Value) of Notes and Other Notes immediately prior to such dividend or distribution, multiplied by (2) such portion of the Consolidated Cash Flow of the Company and its Restricted Subsidiaries (including the Distributed Subsidiary) for the most recently ended four full fiscal quarters of the Company (expressed as a decimal) as is attributable to the Distributed Subsidiary (calculated as set forth in the definition of Fixed Charge Coverage Ratio), at an offer price in cash (the "Subsidiary Distribution Offer Payment") in an amount equal to 101% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any (or, with respect to the Notes only, prior to the Full Accretion Date, 101% of the Accreted Value thereof plus Liquidated Damages thereon, if any), to the date of purchase, in accordance with Section 3.10 hereof, provided, however, that the Subsidiary Distribution shall not occur in the Subsidiary Distribution Offer Period (as defined), (B) each of S&P and Moody's confirms, in writing, prior to such dividend or distribution, but following the announcement of the results of the Subsidiary Distribution Offer, that it will not downgrade its rating of the Notes or the Other Notes, (C) immediately following the transaction, the Fixed Charge Coverage Ratio of the Company for the most recently ended four full fiscal quarters of the Company, calculated giving pro forma effect to (1) such dividend or distribution, (2) the repurchase of all Notes and Other Notes irrevocably tendered for purchase pursuant to the Subsidiary Distribution Offer and (3) any reduction of Indebtedness of the Company and its Restricted Subsidiaries that occurs concurrently with such dividend or distribution, is greater than the Fixed Charge Coverage Ratio for s...
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Subsidiary Distribution has the meaning specified in Section 5.11(c).
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Examples of Subsidiary Distribution in a sentence

  • Such Grantor (a) is the record and beneficial owner of the Collateral pledged by it hereunder constituting instruments or certificates and (b) except for Permitted Subsidiary Distribution Restrictions, has rights in or the power to transfer each other item of Collateral in which a Lien is granted by it hereunder, free and clear of any other Lien other than any Permitted Liens.

  • A notice given by a Party in accordance with this clause is treated as having been given and received: if delivered to a person’s address, on the day of delivery if a business day, otherwise on the next business day; or if sent by pre-paid mail, on the third business day after posting.

  • Such Grantor (a) is the record and beneficial owner of the Collateral pledged by it hereunder constituting instruments or certificates and (b) except for Permitted Domestic Subsidiary Distribution Restrictions, has rights in or the power to transfer each other item of Collateral in which a Lien is granted by it hereunder, free and clear of any other Lien other than any Permitted Liens.

  • Except as set forth under Sections 4.10 and 4.15 hereof and except pursuant to a Subsidiary Distribution Offer, the Company shall not be required to make mandatory redemption payments with respect to the Notes.

  • Food bank - A non-profit/not-for-profit organization that can be a member of Feeding America, a Subsidiary Distribution Organization (SDO) or an independent agency that distributes USDA food products and privately donated food within a designated service area.

  • Notwithstanding the foregoing, if the distribution of Distributed Property is a Subsidiary Distribution (as defined in Section 3(g)), the Conversion Rate shall be adjusted under Section 3(g)(4).

  • All costs and expenses incurred by Subsidiary in connection with its operations or with the Subsidiary Distribution (as hereinafter defined) shall be the sole responsibility of Subsidiary, and Subsidiary (and Ball, after any transfer of the Subsidiary Shares to Ball pursuant to this Management Agreement or the other Transaction Documents) hereby indemnifies IFRS for all liability with respect to such costs and expenses.

  • However, if the Subsidiary Distribution is effective before Closing, Buyer shall have received true and correct copies of the Subsidiary's Articles of Merger, certified by the Washington Secretary of State, or of the documents distributing the Subsidiary's Assets to the Seller, as the case may be.

  • The Buyer shall be responsible for preparing any necessary Tax Returns with respect to such Transfer Taxes (except for Transfer Taxes imposed as a result of any Subsidiary Distribution as described in Section 7.2(b)(i)(z)).

  • If the Subsidiary Distribution has not occurred prior to Closing, then the Seller shall have delivered to Buyer and PA&E the original certificate or certificates representing the Subsidiary Shares, together with appropriate stock powers transferring such shares to Buyer.


More Definitions of Subsidiary Distribution

Subsidiary Distribution means either (i) the distribution of the Subsidiary Shares to the Pre-Transactions IFRS Stockholders (the “Subsidiary Stock Distribution”), and/or (ii) the distribution to the Pre-Transactions IFRS Stockholders of the net proceeds from the sale of substantially all of the assets of Subsidiary (the “Subsidiary Proceeds Distribution”).
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Related to Subsidiary Distribution

  • Security Distribution As to any Mortgage Security and Security Distribution Due Date, the amount of distribution payable to the holder of such Mortgage Security in accordance with its terms.

  • 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.

  • Extraordinary Distribution means any dividend or other distribution (effected while any of the shares of ESOP Preferred Stock are outstanding) (a) of cash, where the aggregate amount of such cash dividend and distribution together with the amount of all cash dividends and distributions made during the preceding period of 12 months, when combined with the aggregate amount of all Pro Rata Repurchases (for this purpose, including only that portion of the aggregate purchase price of such Pro Rata Repurchase which is in excess of the Fair Market Value of the Common Stock repurchased as determined on the applicable expiration date (including all extensions thereof) of any tender offer or exchange offer which is a Pro Rata Repurchase, or the date of purchase with respect to any other Pro Rata Repurchase which is not a tender offer or exchange offer made during such period), exceeds Twelve and One- Half percent (12.5%) of the aggregate Fair Market Value of all shares of Common Stock outstanding on the record date for determining the shareholders entitled to receive such Extraordinary Distribution and (b) any shares of capital stock of the Corporation (other than shares of Common Stock), other securities of the Corporation (other than securities of the type referred to in paragraph I(2)), evidence of indebtedness of the Corporation or any other person or any other property (including shares of any subsidiary of the Corporation), or any combination thereof. The Fair Market Value of an Extraordinary Distribution for purposes of paragraph I(4) shall be the sum of the Fair Market Value of such Extraordinary Distribution plus the amount of any cash dividends which are not Extraordinary Distributions made during such twelve- month period and not previously included in the calculation of an adjustment pursuant to paragraph I(4).

  • 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).

  • Catch-Up Contribution means an Elective Deferral made to the Plan by a Catch-Up Eligible Participant that, during any taxable year of such Participant, exceeds one of the following:

  • Security Distribution Due Date The date upon which a particular Security Distribution is payable to the holder of the related Mortgage Security in accordance with its terms.

  • 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.

  • Restricted Distribution means as to any Person (i) any dividend or other distribution on any equity interest in such Person (except those payable solely in its equity interests of the same class) or (ii) any payment on account of (a) the purchase, redemption, retirement, defeasance, surrender or acquisition of any equity interests in such Person or any claim respecting the purchase or sale of any equity interest in such Person or (b) any option, warrant or other right to acquire any equity interests in such Person.

  • 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.

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

  • Power Transfer Distribution Factor or “PTDF” shall mean a measure of the responsiveness or change in electrical loadings on Transmission Facilities due to a change in electric power transfer from one area to another, expressed in percent (up to 100%) of the change in power transfer in the pre-contingency configuration of a system under study.

  • Quarterly Distribution means with respect to each Distribution Date, the distribution to be made to the Holders of the Up-MACRO Tradeable Shares that are Outstanding on the Distribution Date pursuant to Section 5.2(a).

  • Total Distribution Amount With respect to any Distribution Date, the sum of (i) the aggregate of the Interest Remittance Amounts for such date; (ii) the aggregate of the Principal Remittance Amounts for such date; and (iii) all Prepayment Premiums collected during the related Prepayment Period.

  • Monthly Distribution Date means the "Distribution Dates" set forth under "Summary of Essential Financial Information--Estimated Distributions" in the Prospectus Part I for a Trust.

  • Qualified Reservist Distribution means a distribution (i) from an IRA or elective deferrals under a section 401(k) or 403(b) plan, or a similar arrangement, (ii) to an individual ordered or called to active duty after September 11, 2001 (because he or she is a member of a reserve component) for a period of more than 179 days or for an indefinite period, and (iii) made during the period beginning on the date of the order or call and ending at the close of the active duty period.

  • Qualified Non-Elective Contribution means any Employer contributions made pursuant to Section 4.1(c) and Section 4.6(b) and Section 4.8(f). Such contributions shall be considered an Elective Contribution for the purposes of the Plan and may be used to satisfy the "Actual Deferral Percentage" tests or the "Actual Contribution Percentage" tests.

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

  • Group III Senior Principal Distribution Amount As to any Distribution Date, the sum of (i) the Group III Senior Percentage of the Principal Payment Amount for Loan Group III, (ii) the applicable Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group III, and (iii) the Group III Senior Liquidation Amount.

  • 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.

  • Class Final Distribution Date means, as applicable, the Class A-1 Final Distribution Date, the Class A-2a Final Distribution Date, the Class A-2b Final Distribution Date, the Class A-3 Final Distribution Date, the Class A-4 Final Distribution Date, the Class B Final Distribution Date, the Class C Final Distribution Date or the Class D Final Distribution Date, as the context requires.

  • Group II Senior Principal Distribution Amount As to any Distribution Date, the sum of (i) the Group II Senior Percentage of the Principal Payment Amount for Loan Group II, (ii) the applicable Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group II, and (iii) the Group II Senior Liquidation Amount.

  • Catch-Up Contributions means Salary Reduction Contributions made to the Plan that are in excess of an otherwise applicable Plan limit and that are made by Participants who are Age 50 or over by the end of their taxable years. An “otherwise applicable Plan limit” is a limit in the Plan that applies to Salary Reduction Contributions without regard to Catch-up Contributions, such as the limits on Annual Additions, the dollar limitation on Salary Reduction Contributions under Code Section 402(g) (not counting Catch-up Contributions) and the limit imposed by the Actual Deferral Percentage (ADP) test under Code Section 401(k)(3). Catch-up Contributions for a Participant for a taxable year may not exceed the dollar limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) for the taxable year. The dollar limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) is $1,000 for taxable years beginning in 2002, increasing by $1,000 for each year thereafter up to $5,000 for taxable years beginning in 2006 and later years. After 2006, the $5,000 limit will be adjusted by the Secretary of the Treasury for cost-of-living increases under Code Section 414(v)(2)(C). Any such adjustments will be in multiples of $500.

  • Cash Distributions means dividends, interest and other distributions and payments (including proceeds of liquidation, sale or other disposition) made or received in cash upon or with respect to any Collateral.

  • Group I Senior Principal Distribution Amount For any Distribution Date, an amount equal to the sum of (a) the Group I Senior Percentage of the Principal Payment Amount for Loan Group I, (b) the Group I Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group I and (c) the Group I Senior Liquidation Amount.

  • Qualifying contribution means, with respect to a

  • Local Distribution Company or “LDC” means a Person licensed by the OEB as a “Distributor” in connection with a Distribution System.