definiens: means any dividend or other di stribution ( whether in cash, securities or other property ) with respect to any Equity Interests in B uyer or its Affiliates, or any payment ( whether in cash, securities or other property ), including any sinking fund or s imilar deposit, on account of the purchase, redempt ion, retirement, acquisition, cancellation or terminatio n of any such Equity Interests in Buyer or its Affi liates or any option, warrant or other right to acquire any such Equity Interests in Buyer or its Affiliates . Notwit hstanding the foregoing, with respect to any taxable year for whi ch Buyer is properly classified as a pass - through e ntity for federal and applicable state and local income tax p urposes, distributions to a member of Buyer shall n ot be deemed to the extent such distributi ons are limited to the amount necessary to make qua rterly or annual tax installment payments with respect to the taxable income of Buyer for such taxable year ( net of any losses realized in any prior taxable periods ) that is allocable to such member ; provided, that Buyer s hall provide to Seller an annual statement of taxable income of Buyer and the total amount of cash in respect of an y such distribution for any taxable year in which any such distribution is made