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, 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. (a) Borrower will not declare or make, or agree to pay or make, any Restricted Payment, unless:
(i) no Event of Default or Default has occurred and is continuing and such Restricted Payment will not result in an Event of Default;
(ii) the Senior Debt Service Coverage Ratio calculated on a quarterly basis (A) until the first year anniversary of the Closing Date, since the Closing Date; and (B) after the first year anniversary of the Closing Date, for the twelve (12) month period immediately preceding such Distribution Date is equal to or greater than 1.20:1.00;
(b) the Borrower shall have delivered or made available to each Lender a Restricted Payment Certificate in the form of Exhibit J certifying to the effect that each of the applicable foregoing conditions shall have been satisfied and including the detailed calculations and assumptions for the applicable conditions.
06Restricted Payments. (a) Borrower will not declare or make, or agree to pay or make, any Restricted Payment, unless:
(i) no Event of Default or Default has occurred and is continuing and such Restricted Payment will not result in an Event of Default;
(ii) the Senior Debt Service Coverage Ratio or the Total Debt Service Coverage Ratio calculated on a quarterly basis (A) until the first year anniversary of the Closing Date, since the Closing Date; and (B) after the first year anniversary of the Closing Date, for the twelve (12) month period immediately preceding such Distribution Date is equal to or greater than 1.20:1.00 or 1.10:1.00, respectively;
(b) the Borrower shall have delivered or made available to Lender a Restricted Payment Certificate in the form of Exhibit J certifying to the effect that each of the applicable foregoing conditions shall have been satisfied and including the detailed calculations and assumptions for the applicable conditions.
06Restricted Payments. Authorize, declare or pay, directly or indirectly, any Restricted Payment, except that so long as no Default or Event of Default shall have occurred and be continuing, the following shall be permitted:
(a) The Borrower may declare and pay dividend payments or other distributions payable solely in the common stock or other Equity Interests of the Borrower;
(b) The Borrower and each Subsidiary may declare or pay cash dividends to its stockholders;
(c) Repurchases of Company Equity pursuant to the Tender Offer (as defined in the Business Combination Agreement);
(d) The Borrower may make Restricted Payments the proceeds of which are used to purchase or redeem Equity Interests held by then present or former directors, consultants, officers or employees of any Company Entity or by any Plan or any shareholders' agreement then in effect upon such persons death, disability, retirement or termination of employment or under the terms of any such Plan or any other agreement under which such shares of stock or related rights were issued; and
(e) Other repurchases of Company Equity approved by the Board of Directors of the Borrower.
06Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except:
(a) (i)each Loan Party may make Restricted Payments to any other Loan Party and (ii) so long as no Default exists or would be caused thereby, each Restricted Subsidiary may make Restricted Payments to any Person other than a Relevant Party that owns a direct Equity Interest in such Restricted Subsidiary, so long as no Person other than a Relevant Party receives more than its ratable share of such Restricted Payments, determined according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payments are being made;
(b) the Borrower and each Restricted Subsidiary may declare and make dividends or distributions payable solely in Equity Interests of such Person;
(c) so long as no Event of Default exists or would be caused thereby, the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests;
(d) so long as no Event of Default exists or would be caused thereby, and only to the extent permitted by its Organization Documents, the Borrower may make distributions to the holders of its Equity Interests in accordance with the cash distribution policy adopted by the board of directors or other applicable governing body of the General Partner (or any of its direct or indirect wholly-owned subsidiaries that is a party to the Partnership Agreement as the general partner) in accordance with the Partnership Agreement; and
(e) to the extent constituting Restricted Payments, payments permitted pursuant to Section 7.14.
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. 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, except that:
(a) each Subsidiary of Chase Borrower 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 Borrowers and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person; and
(c) the Chase Borrower may make other Restricted Payments in an aggregate amount determined by the Borrowers so long as (i) both before and after giving effect to any such Restricted Payment, no Default has then occurred and is then continuing, and (ii) the Chase Borrower will be in compliance with the provisions of Section 7.11 below determined on a Pro Forma Basis after giving effect to such Restricted Payment.
