Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section 3(a) or Section 3(e), (y) any rights, options, warrants or other Convertible Securities described in Section 3(c) or (z) in connection with any transaction resulting in the issuance of additional warrants pursuant to Section 3(m)), then (1) the number of shares of Common Stock purchasable upon the exercise of this Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant immediately prior to the record date for any such dividend or distribution by a fraction, (A) the numerator of which shall be the Fair Market Value per share of Common Stock on the record date for such distribution, and (B) the denominator of which shall be such Fair Market Value per share of Common Stock less the sum of (x) any cash distributed per share of Common Stock and (y) the Fair Market Value of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, options, warrants or subscription or purchase rights and (2) the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made whenever any distribution is made and shall become effective as of the date of distribution, retroactive to the record date for any such distribution. No adjustment shall be made pursuant to this Section 3(b) which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or increasing the Exercise Price.
Cash Dividends and Other Distributions. In the event that at any time or from time to time the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than in each case, (w) the issuance of any rights under a shareholder rights plan, (x) any dividend or distribution described in Section 4(a), (y) any rights, options, warrants or securities described in Section 4(c) and (z) any cash dividends or other cash distributions from current or retained earnings), then the Company shall, at least ten (10) days prior to the record date for determining holders of the Common Stock for purposes of such action, send to each Holder a notice of such proposed action. Such notice shall be mailed to the Holders at their addresses as they appear in the Warrant Register (as defined in Section 2(d)), which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly describe such action.
Cash Dividends and Other Distributions. Without the prior written consent of the Administrative Agent and the Required Banks, the Company shall not pay any cash dividends. The Company shall make no other distributions of any kind to shareholders.
Cash Dividends and Other Distributions. In case at any time or from time to time after the date hereof, the Company shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness, shares of its capital stock or any other properties or securities, or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing, then the Company shall include the Holders in such distributions as if the Holders have exercised this Warrant in whole.
Cash Dividends and Other Distributions. Except for a single distribution to the Guarantor in an amount not to exceed the sum of $250,000.00, which shall not cause (a) the Borrower's availability under its Borrowing Base to be less than $700,000.00 or (b) an Event of Default or a Pending Default hereunder, on or after the date hereof, the Borrower shall not declare or pay any cash dividends or make any other distributions of any kind to shareholders which total in excess of the Maximum Excess Cash Flow Amount; provided, however, that no dividends shall be paid if an Event of Default has occurred and is continuing under this Agreement. The aggregate amount of all redemptions of capital stock, dividends, distributions, management or other fees, loans, advances, royalties, license fees, product development expenses or other payments to Affiliates (collectively "Payments to Affiliates") shall be limited to an amount not to exceed 50% of the Borrower's Excess Cash Flow (the "Maximum Excess Cash Flow Amount"). "Excess Cash Flow" shall mean for any period the Borrower's EBITDA, plus amounts accrued or paid in respect of management fees, royalties or other similar charges to Affiliates, minus the sum of (i) scheduled principal payments on the Term Loan and long-term Indebtedness for borrowed money and lease payments on capital leases, (ii) the aggregate amount of capital expenditures, (iii) charges for federal, state, local and foreign income taxes, (iv) Interest Expense, and (v) minus, in the case of an increase, and plus, in the case of a decrease, the increase or decrease in working capital (provided, however, that any increase in current assets due to acquisitions permitted by this Agreement using seller financing constituting long-term Indebtedness shall be net of the amount of such long-term Indebtedness). The Borrower shall make no Payments to Affiliates prior to March 31, 1998. Thereafter, the Borrower may make Payments to Affiliates in an amount not to exceed the Maximum Excess Cash Flow Amount quarterly in arrears, calculated upon the Borrower's cumulative Excess Cash Flow for the period beginning October 1, 1997, and continuing through the end of the most recently ended quarter until such time as the Loans are paid in full (with deductions for all such Payments to Affiliates made prior to the most recent calculation), and the Borrower has no rights to obtain or request advances under this Agreement; provided, however, the Borrower shall not make any Payments to Affiliates if immediately after ...
Cash Dividends and Other Distributions. In the event that at any time or from time to time GTL shall distribute to all holders of Common Stock (i) any dividend or other distribution of cash, evidences of
Cash Dividends and Other Distributions. In case at any time -------------------------------------- or from time to time the Company shall distribute to holders of Common Stock (i) any dividend or other distribution of cash, evidences of its indebtedness or any other properties or securities or (ii) any options, warrants or other rights to subscribe for or purchase any of the foregoing (other than, in each case set forth in (i) and (ii), (x) any dividend or distribution described in Section ------- 5.01 or (y) any rights, options, warrants or securities described in Section ---- ------- 5
Cash Dividends and Other Distributions. In the event the Company shall, at any time or from time to time on or after the Effective Date, distribute to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the resulting or surviving entity and the Common Stock is not changed or exchanged) cash, evidences of indebtedness of the Company or another issuer, securities of the Company or another issuer, or other assets (excluding dividends or other distributions of Common Stock for which adjustment is made under Section 4(a)), or rights or warrants to subscribe for or purchase securities of the Company (excluding those in respect of which adjustments in the Exercise Price is made pursuant to Section 4(d)), then in each such case the Exercise Price in effect thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, the numerator of which shall be (x) the total number of shares of Common Stock actually issued and outstanding on the business day immediately prior to the date of such distribution multiplied by the Current Market Value per share of Common Stock on such business day, less (y) the Fair Market Value on such business day of said assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of shares of Common Stock actually issued and outstanding on such business day multiplied by such Current Market Value on such business day. Such adjustment shall be made and shall be effective whenever any such distribution is made.
Cash Dividends and Other Distributions. In the event that at any time or from time to time after the date hereof the Company shall distribute to
Cash Dividends and Other Distributions. The Borrower shall not declare or pay any cash dividends. The Borrower shall make no other distributions of any kind to shareholders.
