06Restricted Payments Sample Clauses
06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each of the following shall be permitted:
(i) The Loan Parties and their Restricted Subsidiaries may, directly or indirectly, make Restricted Payments to any Loan Party and (ii) non-Loan Party Restricted Subsidiaries may make Restricted Payments to any other non-Loan Party Restricted Subsidiary;
(b) the Loan Parties and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person;
(c) the Loan Parties and each Restricted Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new common Equity Interests;
(d) the Loan Parties and each Restricted Subsidiary may make Restricted Payments on account of employee stock repurchase programs or other similar programs in an aggregate amount not to exceed the greater of (x) $150,000,000 and (y) 15% of Consolidated EBITDA for the most recently completed Measurement Period;
(e) the Borrower and each Restricted Subsidiary may pay withholding or similar taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) in connection with any repurchases of Equity Interests or the exercise of stock options;
(f) [reserved];
(g) [reserved];
(h) [reserved];
(i) the Borrower may, directly or indirectly, make Restricted Payments to Holdings and any intermediate holding company (or on behalf of Holdings or such intermediate holding company) to pay obligations of Holdings or any intermediate holding company incurred in the ordinary course of business in an amount not to exceed $35,000,000 in any Fiscal Year;
(j) the Borrower may make additional Restricted Payments, so long as (x) no Event of Default under Section 8.01(a) or (f) (with respect to the Borrower) shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted Payment, the Borrower would be in compliance with a Total Leverage Ratio, calculated as of the last day of the Measurement Period most recently ended on or prior to the date of making of such Restricted Payment, of no greater than 4.00:1.00,
(k) the Borrower may make additional Rest...
06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except that:
(a) each Subsidiary may make Restricted Payments to any Loan Party;
(b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the Qualified Capital Stock of such Person;
(c) each Subsidiary may make Restricted Payments to any Person that owns Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;
(d) to the extent constituting a Restricted Payment, the exercise of the conversion rights pursuant to the terms of the Conversion Instruments; and
(e) to the extent constituting a Restricted Payment, Investments permitted under Section 8.02 and Dispositions permitted under Section 8.05 (in each case, other than by reference to this Section 8.06 (or any sub-clause hereof)).
06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom:
(a) each Subsidiary may make Restricted Payments to any Person that owns Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;
(b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions, in each case, payable solely in common Equity Interests of such Person; provided that prior to each such declaration made pursuant to this clause (b), the Loan Parties shall have satisfied the financial covenants set forth in Section 7.11, with respect to each such Measurement Period most recently ended, each on a pro forma basis, and shall have provided to Administrative Agent a certificate certifying as to compliance with such financial covenants and demonstrating (in reasonable detail) the calculations required thereunder; and
(c) the Borrower may declare and make dividend payments or other distributions, in each case, payable in cash; provided that (x) prior to each such declaration made pursuant to this clause (c), the Loan Parties shall have provided to the Administrative Agent a certificate certifying to and demonstrating (in reasonable detail) that the Consolidated Dividend Adjusted Fixed Charge Coverage Ratio, calculated as of the Measurement Period most recently ended and giving effect to such cash dividend or other distribution, is not less than 1.20:1.00 and (y) any such cash dividends or other distributions must be paid in the same fiscal quarter that they are declared. Notwithstanding the foregoing, the Borrower may, on or after the Seventh Amendment Effective Date, declare and make a dividend payment in an amount not to exceed $5,200,000 on or before January 31, 2023.
06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests or accept any capital contributions, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom:
(a) each Subsidiary may make Restricted Payments to any Person that owns Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;
(b) [reserved];
(c) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person;
(d) the Borrower may repurchase any shares of capital stock of the Borrower; provided that the Loan Parties are in Pro Forma Compliance with the financial covenant set forth in Section 7.11; and
(e) the Borrower may make other Restricted Payments; provided that the Loan Parties are in Pro Forma Compliance with the financial covenant set forth in Section 7.11.
06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:
(a) (i) (A) each Restricted Subsidiary may make Restricted Payments (directly or indirectly) to any Loan Party (other than an ETMC Loan Party) and (B) each ETMC Subsidiary may make Restricted Payments (directly or indirectly) to any Loan Party; (ii) any non-Loan Party may make cash dividends on a pro rata basis to the holders of its Capital Stock, (iii) any BSA Entity may make Restricted Payments on a pro rata basis to the holders of any equity interests therein and (iv) subject to Section 8.16, each ETMC Subsidiary may make Restricted Payments (directly or indirectly) using cash generated from its operations to the ETMC JV to the extent required by the ETMC JV Agreement;
(b) Parent and each of its Restricted Subsidiaries may declare and make dividend payments or other distributions payable solely in the Capital Stock (other than Disqualified Capital Stock) of such Person;
(c) the Borrower or any Restricted Subsidiary may make Restricted Payments to the Parent (or any parent entity thereof that controls the Borrower) so that the Parent (or any parent entity thereof that controls the Borrower) may consummate the repurchase of Capital Stock held by employees, former employees, directors, former directors, officers, former officers, consultants or former consultants of the Parent or any of its Subsidiaries in an amount not to exceed $15,000,000 in the aggregate during any fiscal year of the Borrower (which will increase to $30,000,000 following the consummation of an initial Public Equity Offering by the Borrower or any direct or indirect parent entity of the Borrower) (with unused amounts in any fiscal year being carried over to the next succeeding fiscal years), subject to a maximum payment in any fiscal year of $30,000,000 (which will increase to $60,000,000 following the consummation of an initial Public Equity Offering by the Borrower or any direct or indirect parent entity of the Borrower); provided, however, that no Event of Default shall have occurred and be continuing at the time of any such distribution or payment or result therefrom;
(d) with respect to any taxable period for which the Borrower and/or any of its Subsidiaries is a member of a consolidated, combined or similar income tax group (a “Tax Group”) of which any parent entity of the Borrower is the common parent, the portion of any federal, state and/or l...
06Restricted Payments.
(a) each Subsidiary may make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;
(b) the Company and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person;
(c) so long as no Default exists immediately prior and after giving effect thereto, the Company may make cash dividends in an aggregate amount during any four-fiscal quarter period not to exceed 75% of Consolidated Net Income for the most recently ended four-fiscal quarter period for which financial statements have been delivered pursuant to Section 7.01; and
(d) so long as no Default exists immediately prior and after giving effect thereto, the Company may repurchase shares of its capital stock in an aggregate amount not to exceed $150,000,000 during the period from and including the Closing Date to the Maturity Date. 8.07Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Company and its Subsidiaries on the Closing Date or any business substantially related or incidental thereto.
06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom:
(a) The Loan Parties shall demonstrate to the reasonable satisfaction of the Lender that, after giving effect to the Restricted Payment on a Pro Forma Basis, the Borrowers shall be in compliance with all Financial Covenants set forth in Section 7.11 of this Agreement;
(b) The Borrowers shall, on a Pro Forma Basis after giving effect to such Investment, have Liquidity of not less than Thirty-Five Million Dollars ($35,000,000); and
(c) the Loan Parties shall demonstrate to the reasonable satisfaction of the Lender that, after giving effect to the Restricted Payment on a Pro Forma Basis, the Borrowers’ ratio of Total Funded Debt to EBITDA shall be less than 2.00 to 1.00. The Loan Parties shall be permitted to make (i) dividends or other distributions, direct or indirect, on account of any shares (or equivalent) of any class of Equity Interests of the Company or any of its Subsidiaries, now or hereafter outstanding, (ii) redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares (or equivalent) of any class of Equity Interests of the Company or any of its Subsidiaries, now or hereafter outstanding, (iii) payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Equity Interests of any Loan Party or any of its Subsidiaries, now or hereafter outstanding (each, a “Permitted Payment” and collectively, the “Permitted Payments”), provided the Permitted Payments do not exceed (i) Fifty-Five Million Dollars ($55,000,000) in the fiscal year ending January 31, 2023, and (ii) Forty-Seven Million Five Hundred Thousand Dollars ($47,500,000) in any other fiscal year, and shall be made out of available funds as set forth on the Consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, and further, provided that each of the following conditions is satisfied at the time of, and after giving effect to, any Permitted Payments:
(i) The Borrowers shall, on a consolidated Pro Forma Basis after giving effect to such Permitted Payment, have a positive balance in the Borrowers’ retained earnings account as reflected on the related ...
06Restricted Payments. The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, declare or make, directly or indirectly, any Restricted Payment, except:
(a) [***];
(b) [***];
(c) to pay (i) general corporate, administrative, compliance or other operating (including, expenses related to auditing or other accounting matters and director indemnities, fees and expenses) and overhead costs and expenses of any direct or indirect parent of the Borrower and (ii) fees and expenses, required to maintain its corporate, legal and organizational existence of any direct or indirect parent of the Borrower, in each case, as set forth in the Financial Model;
(d) [***], and
(e) [***].
06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:
(a) the Borrower, each of its Subsidiaries, and Carmel may make Restricted Payments to any Person that owns its Equity Interests, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;
(b) any Loan Party may make Restricted Payments to its shareholders to the extent necessary to pay taxes of its direct or indirect shareholders that are attributable to the operations of Borrower or its Subsidiaries; 108
(c) the Parent and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person;
(d) the Parent and each Subsidiary may pay on account of earn-outs incurred in connection with a Permitted Acquisition, so long as no Default shall have occurred and be continuing or would result therefrom;
(e) the Borrower, each of its Subsidiaries, and Carmel may make cashless repurchases of Equity Interests that are deemed to occur upon the exercise by officers, directors or employees of such Person of stock options, warrants or other convertible securities in the ordinary course of business;
(f) the Borrower, each of its Subsidiaries, and Carmel may make required repurchases of Equity Interests from current or former directors, officers or employees of the Borrower, any Subsidiary, or Carmel following the death, disability, retirement or termination of employment of any of the foregoing Persons; provided that no Default shall exist at the time of such action or result therefrom;
(g) the Borrower, each of its Subsidiaries, and Carmel may make Special Distributions annually, upon the Borrower’s delivery to the Administrative Agent of the audited financial statements and other information required by Section 6.01(a) for the immediately preceding fiscal year, commencing with the Borrower’s and its Subsidiaries’ fiscal year 2020 (i.e., the Borrower, its Subsidiaries, and Carmel may not make Special Distributions until 2021); and
(h) the Parent may declare and make cash dividends or distributions or make other Restricted Payments from time to time, provided that (i) no Default shall have occurred and be continuing or would result therefrom (ii) after giving effect to any such dividend on distribution, the sum of (A) unused borrowing availability under the Facility and (B) unrestricted cash on...
06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests or accept any capital contribution, except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) each Subsidiary of a Loan Party may make Restricted Payments to any Loan Party;
(b) the Loan Parties and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person, so long as such dividends do not result in a Change of Control; provided, however, the Loan Parties shall not be permitted to utilize this clause (b) during the Parent’s Fiscal Year 2020 at any time when Total Oustandings would, prior to or after giving effect to such payment or distribution, be greater than $1,000,000,000;
(c) if the Payment Conditions are satisfied, the Loan Parties and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with cash; provided, however, the Loan Parties shall not be permitted to utilize this clause (c) during the Parent’s Fiscal Year 2020 at any time when Total Oustandings would, prior to or after giving effect to such payment or distribution, be greater than $1,000,000,000; and
(d) if the Payments Conditions are satisfied, the Parent may declare or pay cash dividends to its stockholders; provided, however, the Loan Parties shall not be permitted to utilize this clause (d) during the Parent’s Fiscal Year 2020 at any time when Total Oustandings would, prior to or after giving effect to such payment or distribution, be greater than $1,000,000,000;.