Contingent distributions Sample Clauses

Contingent distributions. A person who is entitled to receive a distribu- tion only after a specified time or upon the occurrence of a specified event (such as the death of the holder of a power of appointment) is not a poten- tial current beneficiary until such time or the occurrence of such event.
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Contingent distributions. (a) Notwithstanding Sections 4 or 8 or any other provision of this Agreement, if (1) the Adjusted Base Operating Earnings (as that term is defined in Section 9.6 (b)), for the years ended December 31, 1998, 1999, 2000, 2001 or 2002 exceed the Target Base Operating Earnings for such year shown in the table set forth below, pro rated for 1998 if the Closing under the Contribution Agreement takes place in 1998 (each such amount, a “Target Earnings”) and (2) the Adjusted Base Operating Earnings for such year equal or exceed the percentage of the Average Managed Assets (as that term is defined below) for such year shown in the table set forth below, then promptly, but in no event later than sixty days after each such December 31, an amount of Distributable Cash Flow shall be paid to the Advanta Partners, in proportion to their respective Percentages, in an aggregate amount equal to the lesser of (i) the excess of the Adjusted Base Operating Earnings for such year over the Target Earnings for such year or (ii) one-third of the sum referred to below in this paragraph (the amount referred to in this clause (ii) is referred to herein as the “Specified Amount”); provided, however, that in no event shall the total amount payable to the Advanta Partners pursuant to this Section 9.6 exceed the sum of (x) one hundred million dollars ($100,000,000) plus (y) any amount by which the Agreed Deficit (as that term is defined in the Contribution Agreement) is reduced pursuant to Section 1.06 of the Contribution Agreement. At any time that any amount payable to the Advanta Partners pursuant ‘ to this Section 9.6 has not been paid in full, no other payments or distributions of Distributable Cash Flow pursuant to Section 4 hereof or distributions under Section 8 hereof shall be made to any other Partner. Any amount not paid to the Advanta Partners when due pursuant to this paragraph shall bear interest until paid at the announced prime rate from time to time of Fleet National Bank (or any successor thereto). Average Managed Assets shall mean (i) the assets of the Company shown on its balance sheet, plus (ii) the average dollar balance of the securitized consumer credit card receivables managed by the Company plus (iii) the average dollar balance of (A) the consumer credit card receivables owned by Fleet or any of its Subsidiaries (excluding the Company) to the extent not shown on the Company’s balance sheet and (B) the securitized consumer credit card receivables managed by Fleet...
Sample 1

Related to Contingent distributions

  • Final Distributions Section 8.01. Sale of Receivables or Certificateholders' Interest pursuant to Section 2.06 or 10.01 of the Agreement and Section 7.01 or 7.02 of this Supplement.

  • Other Distributions In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

  • Tax Distributions Except as otherwise provided in this Section 6.02, the Company shall distribute to each Common Member and each PIPR Member as promptly as practicable after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company or relevant estimated tax payment date an amount equal to such Member’s Quarterly Tax Distribution for such fiscal quarter. In addition, the Company shall distribute to each Common Member and each PIPR Member as promptly as practicable after the end of each fiscal year an amount equal to the excess, if any, of such Member’s Proportionate Tax Share for such fiscal year over the aggregate amount of Quarterly Tax Distributions made to such Member with respect to such fiscal year. If, at the end of any fiscal year of the Company, the aggregate amount of Quarterly Tax Distributions made to a Common Member or a PIPR Member exceeds such Member’s Proportionate Tax Share, in each case with respect to such fiscal year, then the amount of such excess shall be treated as an advance against, and shall reduce the amount of, any future distributions that would otherwise be made to such Member pursuant to this Section 6.02. Any amount distributed to a Common Member or a PIPR Member, as the case may be, pursuant to this Section 6.02 shall be treated as an advance against, and shall reduce the amount of, any future distributions that would otherwise be made to such Member pursuant to this Agreement. Notwithstanding the foregoing, if a Member is not entitled to any future distributions pursuant to this Agreement, then, except as otherwise set forth in the applicable PIPR Agreement, the Company shall be permitted to require the Member to repay the Company the amount of such advance; provided, however, that, if the Member is an Executive Officer, the Company shall not require repayment of such advance if it would violate Section 402 of the Xxxxxxxx-Xxxxx Act, and, instead, such Member shall use reasonable best efforts to claim any tax benefit related to such advance that the Company reasonably determines is available to the Member on all relevant tax returns and shall disgorge to the Company any tax benefit the Member so realizes.

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