Permitted Dividends. For the avoidance of doubt and without limiting Section 6(a)(ii), the calculation of Economic Income shall be adjusted accordingly to reflect the fact that any Net Accrued Unrecognized Incentive that constitutes Designated Proceeds will be distributed pursuant to Section 6(a)(ii). Sublease losses and expenses recognized for accounting purposes where there is no corresponding cash outflow will be initially excluded from Economic Income. Net cash outflows on the lease and sublease arrangement in a given period, that are not otherwise normally accounted for as an operating expense in Economic Income, should be reflected as a net decrease (or increase) adjustment to the stated Economic Income for the period such amounts are incurred.
Permitted Dividends. If (a) Borrower remains an S corporation for federal income tax purposes; (b) an Event of Default has not occurred and will not occur as a result of the distribution; and (c) Borrower gives Bank sufficient documentation to verify compliance with this paragraph fifteen (15) days prior to the distribution, Borrower may distribute to its shareholders the excess, if any, of the Deemed Tax Due over the sum of all distributions previously made pursuant to this paragraph. Deemed Tax Due means the sum of the products of the taxable income or loss of Borrower and the Deemed Tax Rate (the product of a loss and the Deemed Tax Rate being a negative number), for each and every taxable period which falls in the period beginning on the date hereof and ending BORROWER: APPLE GOLF SHOES, INC. INITIALED FOR BORROWER BY: /s/ LG ---------------------- DATE: MAY 27, 1998 INITIALED FOR BANK BY: /s/ RSC _______ -------------------------- EXHIBIT A-SPECIAL PROVISIONS - PAGE 8 ------------------------------------- Attached to and made a part of that certain Loan and Security Agreement of even date herewith between APPLE GOLF SHOES, INC. ("Borrower") and LASALLE NATIONAL BANK ("Bank"). on the last day of the last period with respect to which tax (including estimated tax) is due. Deemed Tax Rate means the sum of the highest New York and federal individual rates (but adjusting for deductibility of state income taxes).
Permitted Dividends. The Company may pay dividends to the holders of its Common Stock, provided that (i) contemporaneously with the declaration of any such dividend, the Company will set aside for payment to the holders of Warrants an amount equal to the total Dividend Amount (as hereinafter defined) payable to all holders of Warrants and (ii) on the date of payment of such dividend, will pay to each holder of Warrants the Dividend Amount multiplied times the number of Warrants owned by such holder as reflected on the Warrantholders' List. Such payment shall be made by Company check to such holder of Warrants at the address of such Holder as reflected on the Warrantholders' List. As used herein, the Dividend Amount shall equal the dividend declared or paid (as the case may be) with respect to one share of Common Stock multiplied times the Dilution Factor on the date of declaration or payment.
Permitted Dividends. Notwithstanding anything in Section 6.1 to the contrary, at any time after January 1, 2004, the Company may: (a) set a record date for, and declare and pay a dividend to its stockholders who are record holders of the issued and outstanding shares of Common Stock immediately prior to the Effective Time in an aggregate amount not to exceed $12.5 million and (b) set a record date for, declare and pay a dividend to its stockholders who are record holders of the issued and outstanding shares of Common Stock immediately prior to the Effective Time in an amount not to exceed $0.10 per share of Common Stock, provided, that, (i) the Company shall, with respect to the dividend contemplated by clause (a) of this Section 6.2, use its commercially reasonable efforts to cause PwC to deliver the Adjusted Net Earnings Agreed Upon Procedures Report to AFI as soon as practicable after the date hereof, (ii) each such dividend shall be conditioned upon the Closing of the Merger, and (iii) the Company shall have complied with all Applicable Law with respect to the declaration and payment of each such dividend, including, without limitation, the applicable provisions of the DGCL and the applicable rules and regulations under the Exchange Act and the New York Stock Exchange Listed Companies Manual. Notwithstanding anything herein to the contrary, such two dividends shall be the only dividends MONY shall be permitted to set a record date for, declare or pay hereunder or otherwise.”
Permitted Dividends. 30 Section 6.11 Access, Information and Documents.............................30 Section 6.12 Post-Closing Indemnification of Certain Persons...............30
Permitted Dividends. Notwithstanding anything in this Agreement to the contrary, ADLT shall permit RLI to declare and pay, and RLI may declare and pay, Permitted Dividends at any time prior to the Closing.
Permitted Dividends. Each of the Sellers shall have received as dividends or bonuses from the Company its pro rata share of the Company's net earnings for the period from January 1, 2000 to the Closing Date (the "Permitted Dividends"). In the event that the Company shall have had insufficient cash to pay all or part of the Permitted Dividends prior to the Closing Date, each Seller shall receive at the Closing a six-month promissory note (each, a "Note" and collectively, the "Notes") from the Company in the amount of such Seller's pro rata portion of the amount of Permitted Dividends owed, as reflected on the Estimated Closing Financial Statements. The Notes shall bear interest at the rate of 8% per annum and shall be satisfactory in form and substance to Purchaser, Sellers, and their respective counsel. Any amounts owed to Sellers or any Seller under any Notes issued pursuant to this Section 11.6 shall be subject to offset and reduction by the Purchaser as described in Section 12.6 hereof.
Permitted Dividends. 5 Section 5.4. Access.......................................................6 Section 5.5. Rule 144 Reporting...........................................6 ARTICLE VI.
Permitted Dividends. Xxxxxx acknowledges and agrees that, at any time on or prior to the Implementation Date, Target may announce, declare and pay:
Permitted Dividends. Seller may remit to APR Permitted Dividends, if any, on the Business Day next following each Settlement Date. Unless specifically permitted hereunder or under any other Transaction Document to pay for Receivables, in payment of fees, etc., Seller shall make no other payments to APR or any Affiliate of APR.
