Common use of Distributions; Capital Change; Restricted Investments Clause in Contracts

Distributions; Capital Change; Restricted Investments. Neither the Borrower nor any of its Restricted Subsidiaries shall (a) directly or indirectly declare or make, or incur any liability to make, any Distributions more frequently than after the end of each fiscal quarter to the extent that no Default or Event of Default would occur after giving effect to any such payments, and (b) during any Enhanced Covenant Period, but subject to the Grandfathering Rules (i) directly or indirectly declare or make, or incur any liability to make, any Distribution, except (A) Distributions to the Borrower by its Restricted Subsidiaries, (B) Distributions by any Wholly-Owned Subsidiary to the Borrower or any other Wholly-Owned Subsidiary, (C) redemptions, repurchases, retirements or other acquisitions of any equity interests of the Borrower (1) in exchange for other equity interests of the Borrower upon the conversion of such equity interests into such other equity interests of the Borrower, or (2) out of the proceeds of the substantially concurrent sale (other than to a Subsidiary) of other equity interests of the Borrower, and (D) Distributions by the Borrower to the Parents for “Tax Liability Distributions” contemplated in Section 5.1.1 of the Operating Agreement; (ii) make any change in its capital structure which could have a Material Adverse Effect; or (iii) make any Restricted Investment.

Distributions; Capital Change; Restricted Investments. Neither --------------------------------------------------------- the Borrower nor any of its Restricted Subsidiaries shall (a) directly or indirectly declare or make, or incur any liability to make, any Distribution in respect of any capital stock of AMDISS, except (i) Distributions more frequently than after the end of each fiscal quarter to the extent that no Default Parent and (ii) the repurchase and cancellation by AMDISS on or Event prior to December 31, 1999, of Default would occur after giving effect the outstanding shares of Series A and Series B preferred stock and common stock of AMDISS held by Atrium Finis Partnership, including any payment of dividends, for an aggregate amount not to any such paymentsexceed $75,000, and (b) during any Enhanced Covenant Period, but subject to the Grandfathering Rules (i) directly or indirectly declare or make, or incur any liability to make, any Distribution, except (A) Distributions to the Borrower by its Restricted Subsidiaries, (B) Distributions by any Wholly-Owned Subsidiary to the Borrower or any other Wholly-Owned Subsidiary, Subsidiary and (C) redemptions, repurchases, retirements or other acquisitions of any equity interests of the Borrower Parent (1) in exchange for other equity interests of the Borrower Parent upon the conversion of such equity interests into such other equity interests of the BorrowerParent, or (2) out of the proceeds of the substantially concurrent sale (other than to a Subsidiary) of other equity interests of the Borrower, and (D) Distributions by the Borrower to the Parents for “Tax Liability Distributions” contemplated in Section 5.1.1 of the Operating AgreementParent; (ii) make any change in its capital structure which could have a Material Adverse Effect; or (iii) make any Restricted Investment.

Distributions; Capital Change; Restricted Investments. Neither the Borrower nor any of its Restricted Subsidiaries shall (a) directly or indirectly declare or make, or incur any liability to make, any Distribution in respect of any capital stock of AMDISS, except Distributions more frequently than after the end of each fiscal quarter to the extent that no Default or Event of Default would occur after giving effect to any such paymentsParent, and (b) during any Enhanced Covenant Period, but subject to the Grandfathering Rules (i) directly or indirectly declare or make, or incur any liability to make, any Distribution, except (A) Distributions to the Borrower by its Restricted Subsidiaries, (B) Distributions by any Wholly-Owned Subsidiary to the Borrower or any other Wholly-Owned Subsidiary, Subsidiary and (C) redemptions, repurchases, retirements or other acquisitions of any equity interests of the Borrower Parent (1) in exchange for other equity interests of the Borrower Parent upon the conversion of such equity interests into such other equity interests of the BorrowerParent, or (2) out of the proceeds of the substantially concurrent sale (other than to a Subsidiary) of other equity interests of the Borrower, and (D) Distributions by the Borrower to the Parents for “Tax Liability Distributions” contemplated in Section 5.1.1 of the Operating AgreementParent; (ii) make any change in its capital structure which could have a Material Adverse Effect; or (iii) make any Restricted Investment.

Distributions; Capital Change; Restricted Investments. Neither the Borrower nor any of its Restricted Subsidiaries shall (a) directly or indirectly declare or make, or incur any liability to make, any Distribution in respect of any capital stock of AMDISS, except Distributions more frequently than after the end of each fiscal quarter to the extent that no Default or Event of Default would occur after giving effect to any such paymentsParent, and (b) during any Enhanced Covenant Period, but subject to the Grandfathering Rules (i) directly or indirectly declare or make, or incur any liability to make, any Distribution, except (A) Distributions to the Borrower by its Restricted Subsidiaries, (B) Distributions by any Wholly-Owned Subsidiary to the Borrower or any other Wholly-Owned Subsidiary, (C) Distributions in connection with the 2003 Stock Option Exchange Program, and (D) redemptions, repurchases, retirements or other acquisitions of any equity interests of the Borrower Parent (1) in exchange for other equity interests of the Borrower Parent upon the conversion of such equity interests into such other equity interests of the BorrowerParent, or (2) out of the proceeds of the substantially concurrent sale (other than to a Subsidiary) of other equity interests of the Borrower, and (D) Distributions by the Borrower to the Parents for “Tax Liability Distributions” contemplated in Section 5.1.1 of the Operating AgreementParent; (ii) make any change in its capital structure which could have a Material Adverse Effect; or (iii) make any Restricted Investment.