Permitted Parent Distributions definition

Permitted Parent Distributions. (a) the issuance by Holdings of options or other equity securities of Holdings to outside directors, members of management or employees of Holdings in the ordinary course of business, (b) cash payments made in lieu of issuing fractional shares of Holdings' common stock or preferred stock, (c) cash payments to repurchase Capital Stock of Holdings solely with the proceeds of dividends received from the Borrower pursuant to clause (C) of the definition of Permitted Stock Payments in the Credit Agreements; provided, however, that such payments do not exceed $5,000,000, and (d) the application of up to $2,000,000 of the proceeds of the sale of common stock of Holdings to the repurchase of common stock of Holdings from management of Holdings or the Borrower.
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Permitted Parent Distributions. (a) the issuance by Holdings of options or other equity securities of Holdings to outside directors, members of management or employees of Holdings in the ordinary course of business, (b) cash payments made in lieu of issuing fractional shares of Holdings' common stock or preferred stock, (c) from and after January 1, 2004, Parent Distributions funded solely with the proceeds of dividends received from the Borrower pursuant to clause (C) of the definition of Permitted Stock Payments in the Credit Agreements so long as at the time of declaring and paying any such Parent Distribution no Default or Event of Default shall have occurred and be continuing (the "Clause (C) Dividends"), (d) the application of up to $2,000,000 of the proceeds of the sale of common stock of Holdings to the repurchase of common stock of Holdings from management of Holdings or the Borrower, (e) from and after January 1, 2004, cash payments to repurchase common stock of Holdings solely with proceeds of (i) Clause (C) Dividends, (ii) dividends received from the Borrower pursuant to clause (E) of the definition of Permitted Stock Payments in the Credit Agreement (the "Clause (E) Dividends") and (iii) Net Proceeds of the issuance of Capital Stock of Holdings and/or Permitted Convertible Securities issued after January 1, 2004; provided, however, that the cash payments to repurchase common stock of Holdings deriving from Clause (E) Dividends, issuances of Capital Stock of Holdings and/or issuances of Permitted Convertible Securities shall not exceed $200,000,000 in the aggregate from and after January 1, 2004 and (f) from and after January 1, 2004, cash payments in an aggregate amount up to $10,000,000 in any fiscal year of the Borrower to repurchase common stock of Holdings held by any employee, director, officer, consultant or agent (a "Benefit Plan Beneficiary") of the Borrower, Holdings or their Subsidiaries pursuant to any restricted stock plan or to which any such Benefit Plan Beneficiary has a right under any option plan of the Borrower or Holdings (or to repurchase other common stock of Holdings held by any such Benefit Plan Beneficiary having a value not exceeding the amount of the exercise price of an option being exercised by such Benefit Plan Beneficiary and the amount of the obligations of such Benefit Plan Beneficiary under the Code with respect to the common stock underlying such option) in order to enable (i) the Borrower, Holdings or such Benefit Plan Beneficiary to comply...
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Permitted Parent Distributions. (a) the issuance by Holdings of options or other equity securities of Holdings to outside directors, members of management or employees of Holdings in the ordinary course of business, (b) cash payments made in lieu of issuing fractional shares of Holdings' common stock or preferred stock, (c) from and after January 1, 2004, Parent Distributions funded solely with the proceeds of dividends received from the Borrower pursuant to clause (C) of the definition of Permitted Stock Payments in the Credit Agreements so long as at the time of declaring and paying any such Parent Distribution no Default or Event of Default shall have occurred and be continuing and (d) the application of up to $2,000,000 of the proceeds of the sale of common stock of Holdings to the repurchase of common stock of Holdings from management of Holdings or the Borrower."
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Examples of Permitted Parent Distributions in a sentence

  • The Borrower will not declare or make any direct or indirect distribution, dividend or other payment to any person on account of any Equity Interests in, or ownership of any similar interests or securities of the Borrower, except for Permitted Distributions or Permitted Parent Distributions.

  • The Borrower will not declare or make any direct or indirect distribution, dividend or other payment to any person on account of any Equity Interests in, or ownership of any similar interests or securities of the Borrower, except for Permitted Distributions and Permitted Parent Distributions.

  • Pepperstone Markets Limited is part of the Pepperstone group of companies which includes Pepperstone Group Limited.

  • No Borrower shall declare, pay or make, any Distributions other than (i) Permitted Parent Distributions, (ii) Permitted Tax Distributions and (iii) Distributions from a Borrower to another Borrower.

  • No person shall establish, operate, or maintain a salvage yard within 1,000 feet of the nearest edge of the right-of-way of an interstate or primary highway system that is visible from the main travelled way thereof during any season of the year.

  • Transporter may issue an effective OFO to any Shipper under Rate Schedules FT or IT to increase quantities tendered to Transporter at Shipper’s Primary Receipt Point, up to the Shipper’s Primary Receipt Point MDQ.


More Definitions of Permitted Parent Distributions

Permitted Parent Distributions means any cash or non-cash distribution, whether one or more, made or by the Borrower or any Subsidiary to the New Parent for any purpose other than the repurchase of shares of the New Parent’s capital stock.
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Permitted Parent Distributions means (a) so long as no Triggering Event exists and is continuing at the time of such payment or would result therefrom, loans by a Borrower, or the declaration and payments of dividends or other distributions in cash by a Borrower, to FRI-MRD or FRI-Admin to enable FRI-MRD or FRI-Admin to make loans to or declare and pay dividends or other distributions in cash to Prandium to make payment of its general and administrative operating expenses and federal, state, local, and foreign taxes and other assessments of a similar nature (whether imposed directly or through withholding) then due and owing, in each case, as determined in good faith by the Board of Directors and to the extent arising from or directly related to Prandium's ownership interest in FRI-MRD and its Subsidiaries, if and so long as FRI-MRD, FRI-Admin, and Prandium each promptly uses the proceeds of such loans, dividends, or other distributions solely for such purposes; and (b) so long as no Blockage Event exists and is continuing at the time of such payment or would result therefrom, and so long as the aggregate amount of all loans, dividends, or distributions made under this clause do not exceed $2,000,000 in any fiscal year, loans by a Borrower, or the declaration and payments of dividends or other distributions in cash by a Borrower, to FRI-MRD or FRI-Admin to enable FRI-MRD or FRI-Admin to make loans to or declare and pay dividends or other distributions in cash to Prandium to redeem shares of Stock of Prandium held by its officers, directors, or employees or its former officers, directors, or employees (or their estates or beneficiaries under their estates) that were issued pursuant to any stock option plan, restricted stock plan, or similar arrangement, upon the death, disability, retirement, termination of employment, or pursuant to the terms under which such shares of Stock were issued, if and so long as FRI-MRD, FRI-Admin, and Prandium each promptly uses the proceeds of such loans, dividends, or other distributions solely for such purposes.
Sample 1
Permitted Parent Distributions. (a) the issuance by Holdings of options or other equity securities of Holdings to outside directors, members of management or employees of Holdings in the ordinary course of business, (b) cash payments made in lieu of issuing fractional shares of Holdings' common stock or preferred stock, in an aggregate amount not to exceed $50,000 subsequent to the date hereof, (c) cash payments to repurchase Capital Stock of Holdings solely with the proceeds of dividends received from the Borrower pursuant to clause (C) of the definition of Permitted Stock Payments in the Credit Agreement; provided, however, that such payments do not exceed $5,000,000, (d) the issuance of pay-in-kind junior subordinated notes (which shall not require cash payments in respect of principal, interest or otherwise prior to the first anniversary of the Final Maturity Date), which are reasonably satisfactory in form and substance to the Agents, issued pursuant to Section 4.3 of the Subscription Agreements in connection with the exercise of the rights of the Purchasers (as defined therein) thereunder of other rights under Section 4.2 thereof and (e) the application of up to $2,000,000 of the proceeds of the sale of common stock of Holdings to management of Holdings or the Borrower, to the repurchase of common stock of Holdings; provided that (i) no more than $325,000 of such proceeds shall be applied to the repurchase of common stock of Holdings from each of Messrs. Xxxxx and XxXxxxx and (ii) the remainder of such proceeds shall be applied solely to the repurchase of common stock of Holdings from the Seller.
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Permitted Parent Distributions means, during the Reinvestment Period only, a distribution to the Parent of Principal Proceeds, so long as after giving effect to such distribution, (i) no Event of Default, Default or Servicer Event of Default has occurred and is continuing or would result from such distribution, (ii) each Collateral Quality Test, the Concentration Limitations, the Portfolio Advance Rate Test, the requirements of Section 5.41 and the Coverage Tests are satisfied and (iii) on the date of distribution, the Overcollateralization Ratio is not less than 153.85% on a pro forma basis.
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Related to Permitted Parent Distributions

  • Permitted Parent means (a) any Parent Entity that at the time it became a Parent Entity was a Permitted Holder pursuant to clauses (1), (2) and (3) of the definition thereof; provided that such Parent Entity was not formed in connection with, or in contemplation of, a transaction (other than the Transactions) that would otherwise constitute a Change in Control and (b) Holdings, so long as it is controlled by one or more Persons that are Permitted Holders pursuant to clause (1), (2), (3) or (4) of the definition thereof.

  • Permitted Tax Distributions means, with respect to a Credit Party so long as it is taxable as a partnership or disregarded entity for United States federal income tax purposes, tax distributions to the owners of Equity Interests in such Credit Party (its “shareholders”) in an aggregate amount that does not exceed, with respect to any period, an amount equal to (a) the product of (i) the Applicable Tax Percentage, multiplied by (ii) such Credit Party’s federal taxable income, minus (b) to the extent not previously taken into account, any income tax benefit attributable to such Credit Party which could be utilized by its shareholders, in the current or any prior year, or portion thereof, from and after the Closing Date (including any tax losses or tax credits), computed at the Applicable Tax Percentage of the year that such benefit is taken into account for purposes of this computation; provided, however, that the computation of distributions under this definition shall also take into account (x) the deductibility of state and local taxes for federal income tax purposes and (y) any difference in the Applicable Tax Percentage resulting from the nature of the taxable income (such as capital gain as opposed to ordinary income, if applicable; provided, further, that, in the event (x) the actual distribution to a shareholder made pursuant to this definition exceeds the actual income tax liability of any such shareholder due to such Credit Party’s status as a partnership or “disregarded entity” for U.S. federal or other applicable income tax purposes, or (y) if such Credit Party is a subchapter C corporation, such Credit Party would be entitled to a refund of income taxes previously paid as a result of a tax loss during a year in which such Credit Party is a partnership or “disregarded entity” for U.S. federal or other applicable income tax purposes, then, such shareholder shall repay such Credit Party the amount of such excess or refund, as the case may be, no later than the date the annual tax return must be filed by such Credit Party (without giving effect to any filing extensions) and, in the event such amounts are not repaid in a timely manner by any, then such Credit Party shall not pay or make any distribution with respect to, or purchase, redeem or retire, any Equity Interest of such Credit Party held or Controlled by, directly or indirectly, such shareholder until such payment has been made.

  • Permitted Payments to Parent means, without duplication as to amounts:

  • Tax Distributions has the meaning set forth in Section 4.01(b)(i).

  • Permitted Payments has the meaning specified in Section 7.06(b).

  • Final Distributions means, with respect to the Certificates of any Trust on any Distribution Date, the sum of (x) the aggregate amount of all accrued and unpaid interest on such Certificates (excluding interest, if any, payable with respect to the Deposits relating to such Trust) and (y) the Pool Balance of such Certificates as of the immediately preceding Distribution Date (less the amount of the Deposits for such Class of Certificates as of such preceding Distribution Date other than any portion of such Deposits thereafter used to acquire Equipment Notes pursuant to the Note Purchase Agreement). For purposes of calculating Final Distributions with respect to the Certificates of any Trust, any Premium paid on the Equipment Notes held in such Trust which has not been distributed to the Certificateholders of such Trust (other than such Premium or a portion thereof applied to the payment of interest on the Certificates of such Trust or the reduction of the Pool Balance of such Trust) shall be added to the amount of such Final Distributions.

  • Permitted Distributions means the following Distributions:

  • Performing Cash Pay Mezzanine Investments means Mezzanine Investments (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash and (b) which are Performing.

  • Current Distribution Date means a Distribution Date specified as a reference date for calculating the Expected Distributions with respect to the Certificates of any Trust as of such Distribution Date.

  • Permitted Payment as defined in Subsection 8.2(b).

  • Permitted Tax Distribution for any fiscal year means any payments in compliance with clause (6) of the second paragraph under Section 4.03.

  • Expected Distributions means, with respect to the Certificates of any Trust on any Current Distribution Date, the difference between (A) the Pool Balance of such Certificates as of the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, the original aggregate face amount of the Certificates of such Trust) and (B) the Pool Balance of such Certificates as of the Current Distribution Date calculated on the basis that (i) the principal of the Non-Performing Equipment Notes held in such Trust has been paid in full and such payments have been distributed to the holders of such Certificates, (ii) the principal of the Performing Equipment Notes held in such Trust has been paid when due (without giving effect to any Acceleration of Performing Equipment Notes) and such payments have been distributed to the holders of such Certificates and (iii) the principal of any Equipment Notes formerly held in such Trust that have been sold pursuant to the terms hereof has been paid in full and such payments have been distributed to the holders of such Certificates, but without giving effect to any reduction in the Pool Balance as a result of any distribution attributable to Deposits occurring after the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, occurring after the initial issuance of the Certificates of such Trust). For purposes of calculating Expected Distributions with respect to the Certificates of any Trust, any Premium paid on the Equipment Notes held in such Trust which has not been distributed to the Certificateholders of such Trust (other than such Premium or a portion thereof applied to the payment of interest on the Certificates of such Trust or the reduction of the Pool Balance of such Trust) shall be added to the amount of such Expected Distributions.

  • First Distribution Date 20___ Initial Certificate Balance of this Certificate ("DENOMINATION") : $ Initial Class Certificate Balance of all Certificates of this Class: : $ Pass-Through Rate : LIBOR + % CUSIP : ISIN : Popular ABS, Inc. Mortgage Pass-Through Certificates, Series []-[] Class []-[] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of a pool of fixed and adjustable rate mortgage loans (collectively, the "LOANS"). Popular ABS, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Sellers, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate Initial Certificate Balances of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Loans deposited by Popular ABS, Inc. (the "DEPOSITOR"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "AGREEMENT") among the Depositor, ____________________, __________________ and _________________, as sellers (in such capacity, collectively, the "SELLERS"), Equity One, Inc., a Delaware corporation, as servicer (in such capacity, the "SERVICER"), and ___________________________, as trustee (the "TRUSTEE"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee. * * *

  • Permitted Group means any group of investors that is deemed to be a “person” (as that term is used in Section 13(d)(3) of the Exchange Act), by virtue of the Stockholders Agreement, as the same may be amended, modified or supplemented from time to time; provided that no single Person (other than the Principals and their Related Parties) Beneficially Owns (together with its Affiliates) more of the Voting Stock of the Company that is Beneficially Owned by such group of investors than is then collectively Beneficially Owned by the Principals and their Related Parties in the aggregate.

  • Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.

  • Performing Non-Cash Pay Mezzanine Investments means Performing Mezzanine Investments other than Performing Cash Pay Mezzanine Investments.

  • Distributions means amounts payable in respect of the Trust Securities as provided in Section 4.1.

  • Permitted Holdings Debt has the meaning assigned to such term in Section 6.01(a)(xviii).

  • Capital Distribution means, with respect to any Person, a payment made, liability incurred or other consideration given for the purchase, acquisition, repurchase, redemption or retirement of any Equity Interest of such Person or as a dividend, return of capital or other distribution in respect of any of such Person’s Equity Interests.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Tax Distribution has the meaning set forth in Section 4.4.

  • Subsequent Distribution Date means the last Business Day of the month following the end of each calendar quarter after the Effective Date; provided, however, that if the Effective Date is within thirty (30) days of the end of a calendar quarter, then the first Subsequent Distribution Date will be the last Business Day of the month following the end of the first (1st) calendar quarter after the calendar quarter in which the Effective Date falls.

  • Tax Distribution Date has the meaning set forth in Section 4.01(b)(i).

  • Restricted Payments as defined in Section 7.6.

  • Cash from Financings means the net cash proceeds realized by the Company from the financing of Properties, Loans or other Permitted Investments or from the refinancing of any Company indebtedness (after deduction of all expenses incurred in connection therewith).

  • REIT Expenses means (i) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included within the definition of General Partner), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of the General Partner, (ii) costs and expenses relating to any public offering and registration of securities by the General Partner and all statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such offering of securities, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (iii) costs and expenses associated with any repurchase of any securities by the General Partner, (iv) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the General Partner under federal, state or local laws or regulations, including filings with the Commission, (v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities exchange, (vi) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the General Partner, (vii) costs and expenses incurred by the General Partner relating to any issuing or redemption of Partnership Interests, and (viii) all other operating or administrative costs of the General Partner incurred in the ordinary course of its business on behalf of or in connection with the Partnership.