Distributions; Capital Contribution; Redemption. Without the prior written consent of Administrative Agent, no Obligor nor its Subsidiaries shall directly or indirectly declare or make, or incur any liability to make, any Distribution, other than a Distribution by a Subsidiary to a Borrower. No Obligor nor its Subsidiaries will, directly or indirectly, make any capital contribution of any nature (other than a contribution by Parent to a Borrower) to or purchase, redeem, acquire or retire any Equity Interests in any Person (other than the exchange of one class or series of Equity Interests of Parent for another class or series of Equity Interests of Parent), whether such interests are now or hereafter issued, outstanding or created, or cause or permit any reduction or retirement of the Equity Interests of any Person.
Distributions; Capital Contribution; Redemption. No Credit Party shall directly or indirectly declare or make, or incur any liability to make, any Distribution, except (i) Distributions to any Credit Party by its Subsidiaries, and (ii) Distributions by Parent to holders of its Equity Interests in the form of issuance of additional Equity Interests (and not cash Distributions). No Credit Party will, directly or indirectly: (a) make any capital contribution of any nature to any Person, (b) purchase, redeem, acquire or retire any share of the capital stock of or partnership or limited liability company interests in any other Credit Party (whether such interests are now or hereafter issued, outstanding or created), or (c) cause or permit any reduction or retirement of the capital stock of any such other Credit Party in each of clauses (a), (b) or (c), while any Loan or commitment hereunder is outstanding, other that Parent's retirement of its Equity Interests to be held as treasury stock, which retirement shall in all events be on a non-cash basis. LOAN AND SECURITY AGREEMENT - Page 65 DAL 79531933v13
Distributions; Capital Contribution; Redemption. (a) No Credit Party shall directly or indirectly declare or make, or incur any liability to make, any Distribution, except:
(i) Distributions to any Borrower by its Subsidiaries;
(ii) so long as no Event of Default has occurred and is continuing or would result therefrom, cash Distributions by any Credit Party to holders of its Equity Interests not exceeding the liability of each such holder for income taxes solely attributable to such Credit Party’s net income;
(iii) cash Distributions directly or indirectly to Digirad in respect of its Equity Interests in any Credit Party, so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom, (B) all Credit Parties and Guarantor, as applicable, are in pro forma compliance with all financial covenants contained herein as of the date of and after giving effect to such Distribution, (C) the aggregate amount of such Distributions does not exceed $5,300,000, (D) such Distributions are used for the purchase by Digirad of real property from ATRM Holdings, Inc. or any Subsidiary thereof and for no other purpose, (E) the Guaranty Agreement of Individual Guarantor is in full force and effect, and the validity or enforceability of such Guaranty Agreement is not being contested or challenged, and (F) after giving effect to payment of (1) such Distribution, (2) all taxes due and owing, and (3) all trade indebtedness such that no trade indebtedness is sixty (60) days or more past due, average Availability for the period beginning on the later of the Agreement Date or the day which is ninety (90) days prior to such Distribution and ending on the date of such Distribution is not less than $2,500,000 and Availability as of the date of such Distribution is not less than $2,500,000; and
(iv) cash Distributions directly or indirectly to Digirad in respect of its Equity Interests in any Credit Party, so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom, (B) all Credit Parties and Guarantor, as applicable, are in pro forma compliance with all financial covenants contained herein as of the date of and after giving effect to such Distribution, and (C) after giving effect to payment of (1) such Distribution, (2) all taxes due and owing, and (3) all trade indebtedness such that no trade indebtedness is sixty (60) days or more past due, average Availability for the period beginning on the later of the Agreement Date or the day which is ninety (90) d...
Distributions; Capital Contribution; Redemption. No Credit Party shall directly or indirectly declare or make, or incur any liability to make, any Distribution, except Distributions to any Borrower by its Subsidiaries. No Credit Party will, directly or indirectly: (a) make any capital contribution of any nature to any Person, (b) purchase, redeem, acquire or retire any share of the capital stock of or partnership or limited liability company interests in any other Credit Party (whether such interests are now or hereafter issued, outstanding or created), or (c) cause or permit any reduction or retirement of the capital stock of any other Credit Party. LOAN AND SECURITY AGREEMENT – Page 58
Distributions; Capital Contribution; Redemption. No Credit Party shall directly or indirectly declare or make, or incur any liability to make, any Distribution, except (i) Distributions to Borrower by its Subsidiaries, and (ii) Distributions by Borrower to holders of its Equity Interests not exceeding the liability of each such holder for income taxes solely attributable to Borrower's net income. No Credit Party will, directly or indirectly, make any capital contribution of any nature to or purchase, redeem, acquire or retire any share of the capital stock of or partnership or limited liability company interests in any Credit party (whether such interests are now or hereafter issued, outstanding or created), or cause or permit any reduction or retirement of the capital stock of any Credit Party while any Loan or commitment hereunder is outstanding.
