Maximum Distribution Amount definition
Examples of Maximum Distribution Amount in a sentence
Except as contemplated by this Agreement, as of the date hereof, Purchaser is not, and as of the Closing Date Purchaser will not be, subject to any Contract or other obligation with any Person that in any way prevents, prohibits, or otherwise restricts or conditions Purchaser's ability to make or pay the First Distribution Amount, Second Distribution Amount or the Maximum Distribution Amount, as the case may be, under Section IV.B of the Fourth Amended and Restated Certificate of Incorporation.
The Maximum Distribution Amount will be proportional to the maximum amount BMS can cause BMS Subsidiary Shareholder to distribute to its direct parent in respect of the BMS Business.
The Maximum Distribution Amount Notice will specify that the date on which BMS will cause up to the Maximum Distribution Amount to be distributed by BMS Subsidiary to BMS Subsidiary Shareholder if MJN so instructs BMS (the “Initial Distribution Date”) will be ten Business Days after the Maximum Distribution Amount Notice Date.
MJN will have up to five Business Days following the Maximum Distribution Amount Notice Date to instruct BMS to cause BMS Subsidiary to distribute to BMS Subsidiary Shareholder an amount of BMS Subsidiary Cash that on an after-tax (including withholding tax) basis will not exceed the Maximum Distribution Amount (such amount being the “Actual Distribution Amount” and such instruction being the “Actual Distribution Amount Instruction”).
For the avoidance of doubt, the Administrator, on behalf of the Issuer, shall not be permitted to submit a VFN Note Balance Adjustment Request pursuant to Section 4.3(b) after the payment of the Maximum Distribution Amount if giving effect to such VFN Note Balance Adjustment Request would result in the Maximum Distribution Amount being a negative number.