Restricted Payments; Certain Payments of Indebtedness. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except:
Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) Holdings may declare and pay distributions with respect to its common Equity Interests payable solely in additional common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interests, (ii) the US Borrower may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Bo...
Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except
Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary to, make, directly or indirectly, any Restricted Payment, except (i) the Company may pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, (iv) the Company may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party).
Restricted Payments; Certain Payments of Indebtedness. (a) The Borrower shall not pay or make, directly or indirectly, any Restricted Payment, except that:
Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to pay or make, directly or indirectly, any Restricted Payment, except:
Restricted Payments; Certain Payments of Indebtedness. 125129 SECTION 6.08 Transactions with Affiliates. 129134
Restricted Payments; Certain Payments of Indebtedness. .... 52 ----------------------------------------------------- SECTION 6.08. Transactions with Affiliates................................ 53 ---------------------------- SECTION 6.09.
Restricted Payments; Certain Payments of Indebtedness. (a) The Company will not, and will not permit any of the Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment if a Default shall have occurred and be continuing or would occur as a result of making such Restricted Payment and any related incurrence of Indebtedness; provided that (i) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests and (ii) the Company may pay any cash dividend declared by it not more than 60 days prior to such payment if the payment of such dividend on the date on which it was declared would have been permitted under this paragraph.
Restricted Payments; Certain Payments of Indebtedness. (a) None of the Borrower or any Subsidiary will declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (other than dividends and distributions on Equity Interests payable solely by the issuance of additional Equity Interests (other than Disqualified Equity Interests) of the person paying such dividends or distributions), except that, without duplication:
