S CORPORATION DISTRIBUTION Sample Clauses

S CORPORATION DISTRIBUTION. Prior to the Closing, Sellers shall cause the Company to make certain payments to such Persons, and in such amounts, as set forth on Section 5.9 of the Disclosure Schedule. The making of such payments by the Company shall not be deemed a breach of any representation, warranty or covenant of Sellers otherwise contained in this Agreement.
Sample 1
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S CORPORATION DISTRIBUTION. AAA" NOTES. The Company shall, upon request of the Stockholder, distribute to the Stockholder on the Closing Date immediately prior to the Closing an amount equal to the amount of the Company's Accumulated Adjustment Account as of the Closing Date, in either (a) cash or (b) cash plus a promissory note of the Company payable to the order of the Stockholder in form and substance satisfactory to the Stockholder.
Sample 1
S CORPORATION DISTRIBUTION. AAA" NOTES. The Company shall either (i) distribute to the Stockholder an amount of cash equal to the Stockholder's federal and state income tax liability with respect to income of the Company for the period commencing October 1, 1996 and ending on the Closing Date; provided such amount may be determined on or prior to the Closing Date; or (ii) issue a promissory note in favor of the Stockholder in an amount equal to the Stockholder's federal and state income tax liability with respect to income of the Company for the period commencing October 1, 1996 and ending on the Closing Date, regardless of when such amount may be determined, with such amount to become due and payable no sooner than 30 days and no later than 45 days after such amount is determined and all proceeds of the Initial Public Offering have been received by Acquiror.
Sample 1
S CORPORATION DISTRIBUTION. Within 30 days after the Closing, Parent shall cause the Company to distribute to the Stockholders cash in an amount equal to the undistributed S Corporation retained earnings of the Company existing as of the Closing Date (it being understood that such amount shall not exceed the difference between (a) $4,500,000, and (b) any undistributed S Corporation retained earnings distributed to the Stockholders between the date of this Agreement and the Closing). The Company and the Designated Stockholders shall cooperate with Parent in determining the actual amount of undistributed S Corporation retained earnings to be so distributed to the Stockholders.
Sample 1

Related to S CORPORATION DISTRIBUTION

  • Liquidation Distribution Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03.

  • Liquidation Distributions All property and all cash in excess of that required to discharge liabilities as provided in Section 12.4(b) shall be distributed to the Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 12.4(c)) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable year (or, if later, within 90 days after said date of such occurrence).

  • Residual Distributions If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights and preferences.

  • Qualified Distributions Qualified distributions from your Xxxx XXX (both the contributions and earnings) are not included in your income. A qualified distribution is a distribution which is made after the expiration of the five-year period beginning January 1 of the first year for which you made a contribution to any Xxxx XXX (including a conversion from a Traditional IRA), and is made on account of one of the following events. • Attainment of age 59½ • Disability • First-time homebuyer purchase • Death For example, if you made a contribution to your Xxxx XXX for 2007, the five-year period for determining whether a distribution is a qualified distribution is satisfied as of January 1, 2012.

  • Final Distribution The liquidator will distribute any assets remaining after the discharge or accommodation of the Company’s debts, obligations and liabilities to the Member.

  • Qualified HSA Funding Distribution If you are eligible to contribute to a health savings account (HSA), you may be eligible to take a one-time tax-free HSA funding distribution from your IRA and directly deposit it to your HSA. The amount of the qualified HSA funding distribution may not exceed the maximum HSA contribution limit in effect for the type of high deductible health plan coverage (i.e., single or family coverage) that you have at the time of the deposit, and counts toward your HSA contribution limit for that year. For further detailed information, you may wish to obtain IRS Publication 969, Health Savings Accounts and Other Tax-Favored Health Plans.

  • Certain Distributions If the Company elects to:

  • Deemed Distribution and Recontribution Notwithstanding any other provision of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, the Partnership shall be deemed to have distributed the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership property in kind to the Partnership, which shall be deemed to have assumed and taken such property subject to all such liabilities.

  • Requirement and Characterization of Distributions; Distributions to Record Holders (a) Within 45 days following the end of each Quarter commencing with the Quarter ending on September 30, 2005, an amount equal to 100% of Available Cash with respect to such Quarter shall, subject to Section 17-607 of the Delaware Act, be distributed in accordance with this Article VI by the Partnership to the Partners as of the Record Date selected by the General Partner. All amounts of Available Cash distributed by the Partnership on any date from any source shall be deemed to be Operating Surplus until the sum of all amounts of Available Cash theretofore distributed by the Partnership to the Partners pursuant to Section 6.4 equals the Operating Surplus from the Closing Date through the close of the immediately preceding Quarter. Any remaining amounts of Available Cash distributed by the Partnership on such date shall, except as otherwise provided in Section 6.5, be deemed to be “Capital Surplus.” All distributions required to be made under this Agreement shall be made subject to Section 17-607 of the Delaware Act.

  • Waiver of Liquidation Distributions; Redemption Rights In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases Shares in the IPO or in the aftermarket, any additional Shares so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any Shares into funds held in the Trust Account upon the successful completion of an initial business combination.

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