Payments by Parent. (i) To the extent that payments made by any AFGI Subsidiary pursuant to clause 3(a)(i) and paragraph 4 exceed the Separate Subsidiary Tax liability of such AFGI Subsidiary for a Taxable Period, AFGI shall, no later than thirty (30) days after the filing of the Group’s consolidated federal tax return with respect to such Taxable Period, pay such excess to such AFGI Subsidiary.
Payments by Parent. Parent shall not, without the prior written consent of all of the Syndication Parties (which they may grant or withhold in their discretion) directly or indirectly, declare or pay any dividends (other than dividends payable solely in stock of Parent) on account of any shares of any class (including common or preferred stock) of its capital stock now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of its capital stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction or capital or otherwise) in respect of any such shares or agree to do any of the foregoing; provided that if no Potential Default or Event of Default shall exist before and after giving effect thereto, Parent may pay dividends, or redeem stock, in an aggregate amount not to exceed $10,000,000.00 over the term of the 3-Year Loan, so long as Borrower has caused Parent to provide to the Administrative Agent written notice of Parent’s intention to do so at least thirty (30) days prior to Parent declaring, setting aside, or paying any such dividends, accompanied by a proforma Compliance Certificate showing that, after giving effect to the payment of such dividends, Borrower will be, on a consolidated basis with the other Consolidated Entities, in compliance with each of the financial covenants set forth in Subsections 9.12.1, 9.12.2, and 9.12.3 hereof by a margin of at least .25 to 1.00, and Borrower will be in compliance with Subsection 9.12.4 hereof.
Payments by Parent. At the Closing, Parent shall furnish (or cause to be furnished) the “Parent Closing Merger Consideration” to the Stockholders in accordance with this Agreement, which equals Two Hundred Sixty One Million One Hundred Twenty Seven Thousand Dollars ($261,127,000.00) (the “Parent Purchase Price”):
Payments by Parent. In the event that this Agreement is terminated by the Company or Parent pursuant to Section 8.01(b)(i) or Section 8.01(b)(ii) (but in the case of either Section 8.01(b)(i) or 8.01(b)(ii), only if (A) the Company Stockholder Approval has occurred and (B) the condition to closing set forth in Section 7.01(c)(v) shall be satisfied as of the date of such termination) or by the Company pursuant to Section 8.01(c) (but in the case of Section 8.01(c), only if such termination is due to a willful or intentional breach of any representation, warranty or covenant by Parent), Parent shall promptly, but in no event later than two business days after the date of such termination, pay the Company a fee equal to the Termination Fee.
Payments by Parent. Parent shall deliver, based on the Spreadsheet delivered by the Company and the Shareholders as described in Section 7.1(k) above, the Total Consideration as follows:
Payments by Parent. If the Actual Working Capital is greater than the Estimated Working Capital, Parent shall pay to the Representative (on behalf of the Company Stockholders and Participating Optionholders) within ten (10) Business Days after determination of the Actual Working Capital, by wire transfer of immediately available funds to an account designated by the Representative an amount equal to the excess of the Actual Working Capital over the Estimated Working Capital. Any amounts received pursuant to this Section 3.05(d) shall be distributed by the Representative to the Company Stockholders and Participating Optionholders pro rata in accordance with each such Person’s Pre-Closing Percentage as set forth on the Final Allocation Schedule.
Payments by Parent. If the Net Adjustment Amount is positive, Parent and the Representative shall within five (5) Business Days after determination of the Net Adjustment Amount pursuant to Section 2.05(b), (i) pay to the Representative, for payment to the Company Stockholders, by wire transfer of immediately available funds to a bank account designated in writing by the Representative, an amount equal to the Net Adjustment Amount, and (ii) instruct the Escrow Agent to release to the Representative, by wire transfer of immediately available funds to a bank account designated in writing by the Representative, for payment to the Company Stockholders, the balance of the Adjustment Escrow Account, including any earnings thereon; provided that with respect to Options, the Representative alone shall instruct Parent in writing to withhold and pay through the Company’s or its Subsidiaries’ payroll the requisite amounts to the appropriate holders of Options. If Parent does not provide the instruction to the Escrow Agent when it is required to pursuant to this Section 2.05(d), then the Representative may provide such instruction to the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement.
Payments by Parent. At the Closing, Parent will make, or cause to be made, the following payments:
Payments by Parent. Within a reasonable period of time after Closing, not to exceed 30 days, Parent will pay by wire transfer of funds to a Company payroll account, the Option Payments under Section 2.1.3(f) and will cause Company to pay such amounts to holders of Vested In the Money Options, which payments will be reduced by any applicable payroll, income tax, or other withholding taxes.
Payments by Parent. To the extent that payments made by any Subsidiary pursuant to paragraph 3(a) and paragraph 4 exceed the Subsidiary Separate Tax liability of such Subsidiary for a Taxable Period, Parent shall, no later than thirty days after the filing of the Group’s consolidated federal income tax return for such Taxable Period, refund such excess to such Subsidiary. In the event that any Subsidiary is entitled to reduce such Subsidiary’s Subsidiary Separate Tax for a prior Taxable Period begun on or after the Effective Time as the result of a net operating loss or other tax benefit of such Subsidiary generated in a later Taxable Period, Parent shall, no later than thirty days after the filing of the Group’s consolidated Federal income tax return for such later Taxable Period, pay to such Subsidiary the amount of actual permanent tax savings fairly attributable to the use by the Group of such net operating loss or other tax benefit.
