Termination Payments to Shareholders Sample Clauses

Termination Payments to Shareholders. Immediately prior to the Termination Date, the Company shall distribute to the Shareholders their pro rata share (the ownership of the shares of the Company’s common stock owned by each Shareholder) of an amount equal to the estimated federal and state tax liabilities of the Shareholders attributable to the operations of the Company during the S Short Year, and in respect of which no prior tax distribution shall have been made (the “Estimated Distribution”). No later than June 30, 2021, the Company shall make any necessary adjustments to finalize the Company’s taxable income for the S Short Year allocable to the Shareholders, and (x) if the amount of the Estimated Distribution to the Shareholders is less than the adjusted income tax liability of the Shareholders taking into account such finalized taxable income of the Company for the S Short Year, each Shareholder’s state income tax liabilities attributable to the operations of the Company for the S Short Year, and the Assumed Tax Rate (the “Final Distribution”), then the Company shall, within 30 days thereafter, distribute to the Shareholders their pro rata share of an amount equal to the excess of the Final Distribution over the Estimated Distribution; and (y) if the amount of the Final Distribution is less than the Estimated Distribution, then each Shareholder shall, within 30 days thereafter, deliver to the Company such Shareholder’s pro rata share of an amount equal to the excess of the Estimated Distribution over the Final Distribution. Promptly upon request, each Shareholder shall provide the Company with information related to such Shareholder reasonably necessary to allow the Company to determine the Final Distribution.
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Termination Payments to Shareholders. Immediately after the closing of the Public Offering, the Company shall distribute to the Shareholders in proportion to the ownership of the shares of the Company’s common stock owned by each Shareholder: (i) an amount equal to [$40,000,000]; and (ii), if not distributed prior to the closing of the Public Offering, an amount equal to the estimated federal and state tax liabilities of Shareholders for taxable income of the Company during the S Short Year of the Company attributable to such Shareholder, and in respect of which no prior tax distribution shall have been made (the “Estimated Distribution”). Within 90 days of the effectiveness of the termination of the Company’s S Election, the Company shall make any necessary adjustments to the Company’s income during the S Short Year attributable to the Shareholders and, (x) if the amount of the Estimated Distribution to a Shareholder under Section 2.07(ii) above is less than the amount equal to the product of (A) the amount of taxable income allocable to such Shareholder for the S Short Year of the Company and (B) the Assumed Tax Rate (the “Final Distribution”), then the Company shall, within 30 days thereafter, distribute to the Shareholders and amount equal to the excess of the Final Distribution over the Estimated Distribution; and (y) if the amount of the Final Distribution is less than the Estimated Distribution, then each Shareholder shall, within 30 days thereafter, deliver to the Company an amount equal to the excess of the Estimated Distribution over the Final Distribution.
Sample 1
Termination Payments to Shareholders. Within 30 days of the effectiveness of the termination of the Company’s S Election, the Company shall distribute to the Shareholders in proportion to the ownership of the shares of the Company’s common stock owned by each Shareholder on the Termination Date out of the net proceeds of the Public Offering, and in no event in excess of such net proceeds, an amount equal to (a) a good faith estimate of the amount of the AAA as determined on the last day of the last month ending more than 15 days before the Public Offering (the “AAA Determination Date”) in accordance with the Company’s books and records and consistent with Section 1368 of the Code and the Treasury Regulations, reduced by (b) the amount of any distribution or distributions to the Shareholders between the AAA Determination Date and the Termination Date (the total amount of the distribution or distributions to Shareholders between the AAA Determination Date and the Termination Date being the “Interim Distribution” and the amount distributed after the IPO the “Estimated AAA Distribution”). After the close of the S Termination Year, the Company shall make a final determination of the amount of AAA, without taking into account the Interim Distribution and the Estimated AAA Distribution (the “Final AAA Amount”), and (i) if the Final AAA Amount is greater than the sum of the Interim Distribution and the Estimated AAA Distribution, then on or before the later of (a) the day before the 12 month anniversary of the Termination Date and (b) the due date for filing the federal tax return for the Company’s last S Short Year (including extensions), the Company will distribute to the Shareholders, in proportion to the ownership of the shares of the Company’s common stock owned by each on the Termination Date, the excess of the Final AAA Amount over the sum of the Interim Distribution and the Estimated AAA Distribution, and (ii) if the Final AAA Amount is less than the sum of the Interim Distribution and the Estimated AAA Distribution, then within 30 days of providing notice to the Shareholders of the amount of the excess of the Estimated AAA Distribution over the sum of the Interim Distributions and the Final AAA Amount, each Shareholder shall pay to the Company, in proportion to the ownership of the shares of the Company’s common stock owned by the Shareholder on the Termination Date, such excess.
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Termination Payments to Shareholders. Immediately prior to the Termination Date, the Company shall determine the estimated AAA amount of the Company and also distribute to the Shareholders (pro rata in accordance with the relative number of shares of stock of the Company held by each Shareholder) an amount equal to $ (the “Distribution Amount”). Such distribution shall take the form of a promissory note, one to each Shareholder, of the Company in the form set forth as Exhibit A. For purposes of this Section 2.2, the estimated AAA shall be determined by the Company in accordance with the Company’s books and records and consistent with Section 1368 of the Code and Regulations. As soon as reasonably practicable, the Company shall send a notice to shareholders of the final AAA.
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Termination Payments to Shareholders. Immediately prior to the Termination Date, the Company shall distribute to the Shareholders (pro rata in accordance with the relative number of shares of stock of the Company held by each Shareholder) an amount equal to the "accumulated adjustments account" of the Company as of the Termination Date. Such distribution shall take the form of a promissory note of the Company in the form set forth as Exhibit A. For purposes of this Section 2.2, the term "accumulated adjustments account" shall have the meaning set forth in Section 1368(e) of the Code as determined by the Chief Financial Officer of the Company in accordance with the Company's books and records and without regard to any future adjustments to the Company's taxable income as described in Section 2.3.
Sample 1
Termination Payments to Shareholders. Immediately prior to the Termination Date, the Company shall distribute to the Shareholders (pro rata in accordance with the relative number of shares of stock of the Company held by each Shareholder) an amount equal to the AAA of the Company as of the Termination Date. Such distribution shall take the form of a promissory note, one to each Shareholder, of the Company in the form set forth as Exhibit B. For purposes of this Section 2.2, the AAA shall be determined by the Chief Financial Officer of the Company in accordance with the Company’s books and records and consistent with Section 1368 of he Code and Regulations and without regard to any future adjustments to the Company’s taxable income as described in Section 2.3. Within 90 days after the Termination Date, the Chief Financial Officer of the Company shall send a notice to shareholders of the Final Accumulated Adjustment Account (“Final Determination”). If the Final Determination is less than the principal amount of the promissory note, then the principal amount of the promissory note shall be reduced to the Final Determination amount. If the Final Determination amount exceeds the principal amount of the note, no adjustment to the principal amount shall be made. The Company may satisfy its obligation by paying the stated or reduced principal amount plus accrued interest.
Sample 1
Termination Payments to Shareholders. Immediately prior to the ------------------------------------ Termination Date, the Company shall distribute to the Shareholders (pro rata in accordance with the relative number of shares of stock of the Company held by each Shareholder) an amount equal to the Accumulated Adjustments Account of the Company calculated as of the Termination Date, including the S Corporation Taxable Income for the S Short Year ending on the Termination Date. Such distribution shall take the form of a promissory note of the Company in the form set forth as Exhibit B. For purposes of this Section 2.2, the Accumulated Adjustments Account be determined by the chief financial officer of the Company in accordance with the Company's books and records and without regard to any future adjustments to the Company's taxable income as described in Section 2.3. In the event the chief financial officer increases the Accumulated Adjustments Account as of the Termination Date by virtue of more accurate accounting information received subsequent to the Termination Date, the Company shall distribute to the Shareholders (pro rata in accordance with the relative number of shares of stock of the Company held by each Shareholder) an amount equal to such increase within thirty days of such determination.
Sample 1
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Related to Termination Payments to Shareholders

  • Termination Payments In the event of termination of the Executive’s employment during the Employment Period, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 8.

  • Termination Payment The final payment delivered to the Certificateholders on the Termination Date pursuant to the procedures set forth in Section 9.01(b).

  • Separation Payments Following Executive’s separation from service with Company on or after his Vesting Date (as defined in Section 7), Company shall pay to Executive the sum of THIRTY-FOUR THOUSAND TWO HUNDRED SEVEN and 04/100 Dollars ($34,207.04) per month, beginning six months and one week after Executive’s date of separation for a period of ten (10) years, or until Executive’s death, whichever first occurs (the “Separation Payments”). Such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law. If Executive should die during the ten-year period during which payments are being made under this Paragraph 3, then those payments shall terminate and future payments, if any, shall be made to Executive’s designated beneficiary(ies) or Executive’s estate in accordance with the provisions of Paragraph 4 of this Agreement.

  • Separation Payment An ASF Member shall be compensated at the final rate of pay for all unused, accumulated vacation, leave time upon separation from state service, or movement to a vacation ineligible position. An employee on an unpaid leave of absence of more than one (1) year for a purpose other than accepting an unclassified position in state civil service, or an employee on layoff that results in separation from service, may elect to be compensated at the final rate of pay for unused accumulated vacation leave. This accumulated vacation payout shall not exceed two hundred and seventy-five (275) hours, except in the case of the ASF Member's death. Calculation of an ASF Member's hourly rate for purposes of computing vacation separation payment shall be based upon a base of two thousand eighty-eight (2,088) working hours per year. Appointment periods of less than one

  • Payments to Holders No payment shall be made with respect to the principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if:

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • Distributions to Shareholders (a) The Trustees shall from time to time distribute ratably among the Shareholders of any class of Shares, or any series of any such class, in accordance with the number of outstanding full and fractional Shares of such class or any series of such class, such proportion of the net profits, surplus (including paid-in surplus), capital, or assets held by the Trustees as they may deem proper or as may otherwise be determined in accordance with this Declaration. Any such distribution may be made in cash or property (including without limitation any type of obligations of the Trust or any assets thereof) or Shares of any class or series or any combination thereof, and the Trustees may distribute ratably among the Shareholders of any class of shares or series of any such class, in accordance with the number of outstanding full and fractional Shares of such class or any series of such class, additional Shares of any class or series in such manner, at such times, and on such terms as the Trustees may deem proper or as may otherwise be determined in accordance with this Declaration.

  • Indemnification Payments Not Distributions If and to the extent any payments to the General Partner pursuant to this Section 7.7 constitute gross income to the General Partner (as opposed to the repayment of advances made on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners’ Capital Accounts.

  • Retention Payments Executive shall be eligible to earn each Retention Payment listed below, by: (a) being employed on the date listed next to the Retention Payment; (b) not being in a PIP Period (“PIP Period” is defined in Paragraph 4(a) below) on the date listed next to the Retention Payment; and (c) if Executive has resigned or been given notice of termination without Cause (“Cause” is defined in Paragraph 4(b) below) but remains employed during a notice period, assisting in an Orderly Transition of Duties (“Orderly Transition of Duties” is defined in Paragraph 4(c) below). Notwithstanding condition (b), Executive shall be eligible to earn any Retention Payments not earned because Executive was in a PIP Period (“Suspended Payments”) by remaining employed by InterMune, Inc. through the expiration of the PIP Period, at which time any Suspended Payments will be paid to the Executive. Retention Payments are in addition to Executive’s regular compensation package and are not to be considered “bonus” compensation. Date Retention Payment May Be Earned Amount May 31, 2007 $ 50,000 July 30, 2007 $ 50,000 October 30, 2007 $ 75,000 February 28, 2008 $ 75,000 June 30, 2008 $ 85,000 September 30, 2008 $ 100,000 January 1, 2009 $ 100,000 April 1, 2009 $ 40,000

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