Additional Permissions. So long as there is no Default or Event of Default continuing, the provisions of the foregoing paragraph (a) will not prohibit: (i) any purchase, defeasance or redemption of Capital Stock, Disqualified Stock, Junior Lien Collateral Indebtedness, Senior Unsecured Pari Passu Indebtedness, Subordinated Indebtedness of the Borrower or Guarantor Subordinated Indebtedness of any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, the Capital Stock of the Borrower (other than Disqualified Stock and other than Capital Stock issued or sold to one of the Borrower’s Subsidiaries or an employee stock ownership plan or other trust established by the Borrower or any of its Subsidiaries for the benefit of their employees to the extent the purchase by such plan or trust is financed by Indebtedness by such plan or trust and for which the Borrower or any Restricted Subsidiary is the lender or is liable as a guarantor or otherwise); provided, however, that (A) such purchase, defeasance or redemption shall be excluded in subsequent calculations of the amount of Restricted Payments and (B) the Net Cash Proceeds from such sale of Capital Stock shall be excluded in calculations under Section 6.01(a)(iv)(C)(II); (ii) (A) any purchase, defeasance or redemption of Junior Lien Collateral Indebtedness, Senior Unsecured Pari Passu Indebtedness, Subordinated Indebtedness of the Borrower or Guarantor Subordinated Indebtedness of any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Indebtedness of the Borrower or (B) any purchase, defeasance or redemption of Guarantor Subordinated Indebtedness of any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Guarantor Subordinated Indebtedness or (C) any purchase defeasance or redemption of Junior Lien Collateral Indebtedness of the Borrower made by exchange for, or out of the proceeds of the substantially concurrent sale of Junior Lien Collateral Indebtedness of the Borrower or Senior Unsecured Pari Passu Indebtedness of the Borrower or (D) any purchase defeasance or redemption of Junior Lien Collateral Indebtedness of a Subsidiary Guarantor made by exchange for or out of the proceeds of the substantially concurrent sale of Junior Lien Collateral Indebtedness of the Borrower or such Subsidiary Guarantor or Senior Unsecured Pari Passu Indebtedness or Guarantor Subordinated Indebtedness of such Subsidiary Guarantor or (E) any purchase, defeasance or redemption of Senior Unsecured Pari Passu Indebtedness of the Borrower made by exchange for, or out of the proceeds of the substantially concurrent sale of Senior Unsecured Pari Passu Indebtedness of the Borrower or (F) any purchase, defeasance or redemption of Senior Unsecured Pari Passu Indebtedness of a Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of Senior Unsecured Pari Passu Indebtedness of the Borrower or such Subsidiary Guarantor or Guarantor Subordinated Indebtedness of such Subsidiary Guarantor that, in each case, is permitted to be Incurred pursuant to Section 6.13 and constitutes Refinancing Indebtedness; provided, however, that (A) any such Subordinated Indebtedness or Guarantor Subordinated Indebtedness is subordinated to the Loans or Subsidiary Guarantee, as the case may be, at least to the same extent as such Indebtedness so purchased or redeemed and (B) such purchase, defeasance or redemption shall be excluded in subsequent calculations of the amount of Restricted Payments;
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Additional Permissions. So long as there is no Default or Event of Default continuing, the The provisions of the foregoing paragraph (a) will not prohibit:
(i) any purchase, defeasance or redemption of Capital Stock, Disqualified Stock, Junior Lien Collateral Indebtedness, Senior Unsecured Pari Passu Indebtedness, Subordinated Indebtedness of the Borrower or Guarantor Subordinated Indebtedness of any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, the Capital Stock of the Borrower (other than Disqualified Stock and other than Capital Stock issued or sold to one of the Borrower’s 's Subsidiaries or an employee stock ownership plan or other trust established by the Borrower or any of its Subsidiaries for the benefit of their employees to the extent the purchase by such plan or trust is financed by Indebtedness by such plan or trust and for which the Borrower or any Restricted Subsidiary is the lender or is liable as a guarantor or otherwise); provided, however, that (A) such purchase, defeasance or redemption shall be excluded in subsequent calculations of the amount of Restricted Payments and (B) the Net Cash Proceeds from such sale of Capital Stock shall be excluded in calculations under Section 6.01(a)(iv)(C)(II6.01(a)(iv)(C)(III); ;
(ii) (A) any purchase, defeasance or redemption of Junior Lien Collateral Indebtedness, Senior Unsecured Pari Passu Indebtedness, Subordinated Indebtedness of the Borrower or Guarantor Subordinated Indebtedness of any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Indebtedness of the Borrower or (B) any purchase, defeasance or redemption of Guarantor Subordinated Indebtedness of any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Guarantor Subordinated Indebtedness or (C) any purchase defeasance or redemption of Junior Lien Collateral Indebtedness of the Borrower made by exchange for, or out of the proceeds of the substantially concurrent sale of Junior Lien Collateral Indebtedness of the Borrower or Senior Unsecured Pari Passu Indebtedness of the Borrower or (D) any purchase defeasance or redemption of Junior Lien Collateral Indebtedness of a Subsidiary Guarantor made by exchange for or out of the proceeds of the substantially concurrent sale of Junior Lien Collateral Indebtedness of the Borrower or such Subsidiary Guarantor or Senior Unsecured Pari Passu Indebtedness or Guarantor Subordinated Indebtedness of such Subsidiary Guarantor or (E) any purchase, defeasance or redemption of Senior Unsecured Pari Passu Indebtedness of the Borrower made by exchange for, or out of the proceeds of the substantially concurrent sale of Senior Unsecured Pari Passu Indebtedness of the Borrower or (F) any purchase, defeasance or redemption of Senior Unsecured Pari Passu Indebtedness of a Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of Senior Unsecured Pari Passu Indebtedness of the Borrower or such Subsidiary Guarantor or Guarantor Subordinated Indebtedness of such Subsidiary Guarantor that, that in each case, is permitted to be Incurred pursuant to Section 6.13 and case constitutes Refinancing Indebtedness; provided, however, that (A) any such Subordinated Indebtedness or Guarantor Subordinated Indebtedness is subordinated to the Loans or Subsidiary Guarantee, as the case may be, at least to the same extent as such Indebtedness so purchased or redeemed and (B) such purchase, defeasance or redemption shall be excluded in subsequent calculations of the amount of Restricted Payments;
(iii) the repurchase, redemption or other acquisition or retirement for value of Subordinated Indebtedness or Guarantor Subordinated Indebtedness pursuant to a "change of control" or "asset sale" covenant set forth in the indenture or other agreement pursuant to which the same is issued and such "change of control" and "asset sale" covenants are substantially identical in all material respects to the comparable provisions included herein; provided that such repurchase, redemption or other acquisition or retirement for value shall only be permitted if all of the terms and conditions in such provisions have been complied with and such repurchases, redemptions or other acquisitions or retirements for value are made in accordance with such indenture or other agreement pursuant to which the same is issued and provided further that the Borrower has repaid the Loans required to be repaid by the Borrower pursuant to the terms and conditions described in Section 6.04 or 6.06, as the case may be, prior to the repurchase, redemption or other acquisition or retirement for value of such Subordinated Indebtedness or Guarantor Subordinated Indebtedness pursuant to the "change of control" or "asset sale" covenant included in such indenture; provided that such repurchase, redemption or other acquisition shall be excluded in subsequent calculations of the amount of Restricted Payments;
(iv) dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividend would have complied with the requirements of Section 6.01(a); provided, however, that such dividend shall be included in subsequent calculations of the amount of Restricted Payments;
(v) any repurchase of an Equity Interest deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the exercise price of such options; provided however, that such repurchases shall be excluded in subsequent calculations of the amount of Restricted Payments;
(vi) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Borrower issued in accordance with the terms of this Agreement to the extent such dividends are included in the definition of "Consolidated Interest Expense"; provided, however, that such dividends shall be excluded in subsequent calculations of the amount of Restricted Payments;
(vii) Permitted Employee Payments; provided however, that the aggregate amount of Restricted Payments made under this clause (vii) shall not exceed $10,000,000 in any Fiscal Year (with unused amounts in any Fiscal Year carried over to the immediately succeeding Fiscal Year subject to a maximum of $20,000,000 in any Fiscal Year); provided, further, that such payments shall be excluded in subsequent calculations of the amount of Restricted Payments;
(viii) the declaration and payment of dividends or distributions by the Borrower or a Restricted Subsidiary to, or the making of loans or advances to, Holdings in amounts required for Holdings to pay franchise, excise and similar taxes, and other fees, taxes and expenses required to maintain its corporate or other legal existence, and general corporate operating, administrative, compliance and overhead costs and expenses of Holdings to the extent such costs and expenses are attributable to the ownership or operation of the Borrower and its Subsidiaries; provided, however, that such dividends, distributions, loans or advances shall be excluded in subsequent calculations of the amount of Restricted Payments;
(ix) the declaration and payment of dividends on the Borrower's Common Stock (or the payment of dividends to any direct or indirect parent company of the Borrower to fund a payment of dividends on such company's Borrower Stock), following the first public offering of the Borrower's Common Stock or the Common Stock of any direct or indirect parent company of the Borrower after the date of consummation of the Merger, of up to 6.0% per annum of the Net Cash Proceeds received by or contributed to the Borrower in or from any such public offering, other than public offerings with respect to the Borrower's Common Stock registered on Form S-4 or Form S-8; provided, however, that such dividends shall be excluded in subsequent calculations of the amount of Restricted Payments; or
(x) the repurchase, redemption or other acquisition for value of Capital Stock of the Borrower representing fractional shares of such Capital Stock in connection with a stock dividend, split or combination or any merger, consolidation, amalgamation or other combination involving the Borrower; provided, however, that such repurchases, redemptions or other acquisitions for value shall be excluded in subsequent calculations of the amount of Restricted Payments.
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Additional Permissions. So long as there is no Default or Event of Default continuing, the provisions of the foregoing paragraph (a) will not prohibit:
(i) any purchase, defeasance or redemption of Capital Stock, Disqualified Stock, Junior Lien Collateral Indebtedness, Senior Unsecured Pari Passu Indebtedness, Subordinated Indebtedness of the Borrower or Guarantor Subordinated Indebtedness of any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, the Capital Stock of the Borrower (other than Disqualified Stock and other than Capital Stock issued or sold to one of the Borrower’s Subsidiaries or an employee stock ownership plan or other trust established by the Borrower or any of its Subsidiaries for the benefit of their employees to the extent the purchase by such plan or trust is financed by Indebtedness by such plan or trust and for which the Borrower or any Restricted Subsidiary is the lender or is liable as a guarantor or otherwise); provided, however, that (A) such purchase, defeasance or redemption shall be excluded in subsequent calculations of the amount of Restricted Payments and (B) the Net Cash Proceeds from such sale of Capital Stock shall be excluded in calculations under Section 6.01(a)(iv)(C)(II); ;
(ii) (A) any purchase, defeasance or redemption of Junior Lien Collateral Indebtedness, Senior Unsecured Pari Passu Indebtedness, Subordinated Indebtedness of the Borrower or Guarantor Subordinated Indebtedness of any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Indebtedness of the Borrower or (B) any purchase, defeasance or redemption of Guarantor Subordinated Indebtedness of any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Guarantor Subordinated Indebtedness or (C) any purchase defeasance or redemption of Junior Lien Collateral Indebtedness of the Borrower made by exchange for, or out of the proceeds of the substantially concurrent sale of Junior Lien Collateral Indebtedness of the Borrower or Senior Unsecured Pari Passu Indebtedness of the Borrower or (D) any purchase defeasance or redemption of Junior Lien Collateral Indebtedness of a Subsidiary Guarantor made by exchange for or out of the proceeds of the substantially concurrent sale of Junior Lien Collateral Indebtedness of the Borrower or such Subsidiary Guarantor or Senior Unsecured Pari Passu Indebtedness or Guarantor Subordinated Indebtedness of such Subsidiary Guarantor or (E) any purchase, defeasance or redemption of Senior Unsecured Pari Passu Indebtedness of the Borrower made by exchange for, or out of the proceeds of the substantially concurrent sale of Senior Unsecured Pari Passu Indebtedness of the Borrower or (F) any purchase, defeasance or redemption of Senior Unsecured Pari Passu Indebtedness of a Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of Senior Unsecured Pari Passu Indebtedness of the Borrower or such Subsidiary Guarantor or Guarantor Subordinated Indebtedness of such Subsidiary Guarantor that, that in each case, is permitted to be Incurred pursuant to Section 6.13 and case constitutes Refinancing Indebtedness; provided, however, that (A) any such Subordinated Indebtedness or Guarantor Subordinated Indebtedness is subordinated to the Loans or Subsidiary Guarantee, as the case may be, at least to the same extent as such Indebtedness so purchased or redeemed and (B) such purchase, defeasance or redemption shall be excluded in subsequent calculations of the amount of Restricted Payments;
(iii) the repurchase, redemption or other acquisition or retirement for value of Subordinated Indebtedness or Guarantor Subordinated Indebtedness pursuant to a “change of control” or “asset sale” covenant set forth in the indenture or other agreement pursuant to which the same is issued and such “change of control” and “asset sale” covenants are substantially identical in all material respects to the comparable provisions included herein; provided that such repurchase, redemption or other acquisition or retirement for value shall only be permitted if all of the terms and conditions in such provisions have been complied with and such repurchases, redemptions or other acquisitions or retirements for value are made in accordance with such indenture or other agreement pursuant to which the same is issued and provided further that the Borrower has repaid the Loans required to be repaid by the Borrower pursuant to the terms and conditions described in Section 6.04 or 6.06, as the case may be, prior to the repurchase, redemption or other acquisition or retirement for value of such Subordinated Indebtedness or Guarantor Subordinated Indebtedness pursuant to the “change of control” or “asset sale” covenant included in such indenture; provided that such repurchase, redemption or other acquisition shall be excluded in subsequent calculations of the amount of Restricted Payments;
(iv) dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividend would have complied with the requirements of Section 6.01(a); provided, however, that such dividend shall be included in subsequent calculations of the amount of Restricted Payments;
(v) any repurchase of an Equity Interest deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the exercise price of such options; provided however, that such repurchases shall be excluded in subsequent calculations of the amount of Restricted Payments; or
(vi) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Borrower issued in accordance with the terms of this Agreement to the extent such dividends are included in the definition of “Consolidated Interest Expense”; or
(vii) Permitted Employee Payments; provided however, that the aggregate amount of Restricted Payments made under this clause (vii) shall not exceed $10,000,000 in any Fiscal Year (with unused amounts in any Fiscal Year carried over to the immediately succeeding Fiscal Year subject to a maximum of $20,000,000 in any Fiscal Year).
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Additional Permissions. So long as there is no Default or Event of Default continuing, the provisions of the foregoing paragraph (a) will not prohibit:
(i) any purchase, defeasance or redemption of Capital Stock, Disqualified Stock, Junior Lien Collateral Indebtedness, Senior Unsecured Pari Passu Indebtedness, Stock or Subordinated Indebtedness of the Borrower or Guarantor Subordinated Indebtedness of any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, the Capital Stock of the Borrower (other than Disqualified Stock and other than Capital Stock issued or sold to one a Subsidiary of the Borrower’s Subsidiaries Borrower or an employee stock ownership plan or other trust established by the Borrower or any of its Subsidiaries for the benefit of their employees to the extent the purchase by such plan or trust is financed by Indebtedness by such plan or trust and for which the Borrower or any Restricted Subsidiary is the lender or is liable as a guarantor or otherwise); provided, however, that (A) such purchase, defeasance or redemption shall be excluded in subsequent calculations of the amount of Restricted Payments and (B) the Net Cash Proceeds from such sale of Capital Stock shall be excluded in calculations under clause (C)(III) of Section 6.01(a)(iv)(C)(II6.01(a); ;
(ii) (A) any purchase, defeasance or redemption of Junior Lien Collateral Indebtedness, Senior Unsecured Pari Passu Indebtedness, Subordinated Indebtedness of the Borrower or Guarantor Subordinated Indebtedness of any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Indebtedness of the Borrower or (B) any purchase, defeasance or redemption of Guarantor Subordinated Indebtedness of any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Guarantor Subordinated Indebtedness or (C) any purchase defeasance or redemption of Junior Lien Collateral Indebtedness of the Borrower made by exchange for, or out of the proceeds of the substantially concurrent sale of Junior Lien Collateral Indebtedness of the Borrower or Senior Unsecured Pari Passu Indebtedness of the Borrower or (D) any purchase defeasance or redemption of Junior Lien Collateral Indebtedness of a Subsidiary Guarantor made by exchange for or out of the proceeds of the substantially concurrent sale of Junior Lien Collateral Indebtedness of the Borrower or such Subsidiary Guarantor or Senior Unsecured Pari Passu Indebtedness or Guarantor Subordinated Indebtedness of such Subsidiary Guarantor or (E) any purchase, defeasance or redemption of Senior Unsecured Pari Passu Indebtedness of the Borrower made by exchange for, or out of the proceeds of the substantially concurrent sale of Senior Unsecured Pari Passu Indebtedness of the Borrower or (F) any purchase, defeasance or redemption of Senior Unsecured Pari Passu Indebtedness of a Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of Senior Unsecured Pari Passu Indebtedness of the Borrower or such Subsidiary Guarantor or Guarantor Subordinated Indebtedness of such Subsidiary Guarantor that, in each case, that is permitted to be Incurred pursuant to Section 6.13 and constitutes Refinancing Indebtedness; provided, however, that (A) any such Subordinated Indebtedness or Guarantor Subordinated Indebtedness is subordinated to the Loans or Subsidiary Guarantee, as the case may be, at least to the same extent as such Subordinated Indebtedness so purchased or redeemed and (B) such purchase, defeasance or redemption shall be excluded in subsequent calculations of the amount of Restricted Payments;
(iii) the repurchase, redemption or other acquisition or retirement for value of Subordinated Indebtedness of the Borrower or of any of its Restricted Subsidiaries pursuant to a “change of control” or “asset sale” covenant set forth in the indenture pursuant to which the same is issued and such “change of control” and “asset sale” covenants are substantially identical in all material respects to the comparable provisions included herein; provided that such repurchase, redemption or other acquisition or retirement for value shall only be permitted if all of the terms and conditions in such provisions have been complied with and such repurchases, redemptions or other acquisitions or retirements for value are made in accordance with such indenture pursuant to which the same is issued and provided further that the Borrower has repaid the Loans required to be repaid by the Borrower pursuant to the terms and conditions described in Section 6.04 or 6.06, as the case may be, prior to the repurchase, redemption or other acquisition or retirement for value of such Subordinated Indebtedness pursuant to the “change of control” or “asset sale” covenant included in such indenture; provided that such repurchase, redemption or other acquisition shall be excluded in subsequent calculations of the amount of Restricted Payments; (iv) dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividend would have complied with the requirements of Section 6.01(a); provided, however, that such dividend shall be included in subsequent calculations of the amount of Restricted Payments;
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