Common use of Distributions, Etc Clause in Contracts

Distributions, Etc. The Seller will not declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any membership interests of the Seller, or return any capital to its members as such, or purchase, retire, defease, redeem or otherwise acquire for value or make any payment in respect of any membership interests of the Seller or any warrants, rights or options to acquire any such membership interests, now or hereafter outstanding; provided, however, that the Seller may declare and pay cash distributions on its capital to its members so long as (i) no Event of Termination shall then exist or would occur as a result thereof, (ii) such distributions are in compliance with all applicable law including the limited liability company law of the state of Delaware, and (iii) such distributions have been approved by all necessary and appropriate limited liability company action of the Seller.

Appears in 4 contracts

Samples: Secondary Purchase Agreement (Ingersoll Rand Co LTD), Tertiary Purchase Agreement (Ingersoll Rand Co LTD), Tertiary Purchase Agreement (Ingersoll Rand Co LTD)

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Distributions, Etc. The Seller will not declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any membership interests of the Seller, or return any capital to its members as such, or purchase, retire, defease, redeem or otherwise acquire for value or make any payment in respect of any membership interests of the Seller or any warrants, rights or options to acquire any such membership interestsshares, now or hereafter outstanding; provided, however, that the Seller may declare and pay cash distributions on its capital membership interests to its members so long as (i) no Event of Termination shall then exist or would occur as a result thereof, (ii) such distributions are in compliance with all applicable law including the limited liability company law of the state of Delawarethe Seller’s organization, and (iii) such distributions have been approved by all necessary and appropriate limited liability company action of the Seller.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Olin Corp)

Distributions, Etc. The Seller will not declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any membership equity interests of the Seller, or return any capital to its members as such, or purchase, retire, defease, redeem or otherwise acquire for value or make any payment in respect of any membership equity interests of the Seller or any warrants, rights or options to acquire any such membership interests, now or hereafter outstanding; provided, however, that the Seller may declare and pay cash distributions dividends on its capital equity interests to its members so long as (i) no Event of Termination shall then exist or would occur as a result thereof, (ii) such distributions dividends are in compliance with all applicable law including the limited liability company law of the state of DelawareDelaware Limited Liability Company Act, as amended, and (iii) such distributions dividends have been approved by all necessary and appropriate limited liability company action of the Seller.

Appears in 1 contract

Samples: Receivables Purchase Agreement (BRP Japan Co. Ltd.)

Distributions, Etc. The Seller will not declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any membership interests of the Seller, or return any capital to its members as such, or purchase, retire, defease, redeem or otherwise acquire for value or make any payment in respect of any membership interests of the Seller or any warrants, rights or options to acquire any such membership interests, now or hereafter outstanding; provided, however, that the Seller may declare and pay cash distributions on its capital membership interests to its members so long as (i) no Event of Termination shall then exist or would occur as a result thereof, (ii) such distributions are in compliance with all applicable law including the limited liability company law of the state of DelawareSeller's formation, and (iii) such distributions have been approved by all necessary and appropriate limited liability company action of the Seller.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Centex Construction Products Inc)

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Distributions, Etc. The Seller will not declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any membership interests of the Seller, or return any capital to its members as such, or purchase, retire, defease, redeem or otherwise acquire for value or make any payment in respect of any membership interests of the Seller or any warrants, rights or options to acquire any such membership interests, now or hereafter outstanding; provided, however, that the Seller may declare and pay cash distributions on its capital to its members so long as (i) no Event of Termination shall then exist or would occur as a result thereof, (ii) such distributions are in compliance with all applicable law including the limited liability company corporate law of the state of Delaware, and (iii) such distributions have been approved by all necessary and appropriate limited liability company corporate action of the Seller.

Appears in 1 contract

Samples: Secondary Purchase Agreement (Ingersoll Rand Co LTD)

Distributions, Etc. The Seller will not declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any membership interests of the Seller, or return any capital to its members as such, or purchase, retire, defease, redeem or otherwise acquire for value or make any payment in respect of any membership interests of the Seller or any warrants, rights or options to acquire any such membership interests, now or hereafter outstanding; provided, however, that the Seller may declare and pay make cash distributions on its capital membership interests to its members so long as (i) no Event of Termination shall then exist or would occur as a result thereof, (ii) such distributions are in compliance with all applicable law including the limited liability company law of the state of DelawareSeller’s formation, and (iii) such distributions have been approved by all necessary and appropriate limited liability company action of the Seller.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Electronic Data Systems Corp /De/)

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