Distributions; Loans; Fees. Borrower will not (i) declare or pay cash or stock distributions (including any return of capital) or dividends upon any of Borrower’s Capital Stock (including any preferred stock now or hereafter issued by Borrower), (ii) make any distributions of Borrower’s assets, (iii) incur, permit, or make any loans, advances or extensions of credit to any Person, including any of Borrower’s Affiliates, officers, employees, or directors, or (iv) pay any consulting, management or directors’ fees to or for the account of any stockholder, director, officer, or other Affiliate of Borrower, except that Borrower may:
Distributions; Loans; Fees. No Borrower will (i) declare or pay Distributions upon any of such Borrower’s Capital Stock, (ii) make any distributions of such Borrower’s assets, (iii) incur, permit, or make any loans, advances or extensions of credit to any Person, including any of such Borrower’s Affiliates, officers, employees, or directors, or (iv) pay any consulting, management or directors’ fees to or for the account of any stockholder, director, officer, or other Affiliate of any Borrower, except that:
Distributions; Loans; Fees. Section 10.18 of the Financing Agreement is hereby amended and restated in its entirety to read as follows:
Distributions; Loans; Fees. Borrower will not (a), following the occurrence and during the continuance of a Triggering Event, (i) declare or pay cash or stock distributions (including any return of capital) or dividends upon any of Borrower’s Capital Stock (including any preferred stock now or hereafter issued by Borrower) or (ii) make any distributions of Borrower’s assets; or (b) incur, permit, or make any loans, advances or extensions of credit to any Person (other than trade and customer accounts receivable for Inventory sold or services rendered in the ordinary course of business and payable in accordance with customary trade terms), including any of Borrower’s Affiliates, officers, employees, or directors, or pay any consulting, management or directors’ fees to or for the account of any stockholder, director, officer, or other Affiliate of Borrower; except that Borrower may (x) make advances to its officers and employees with respect to expenses incurred by those officers and employees, which expenses (i) are ordinary and necessary business expenses, (ii) are reimbursable by Borrower and (iii) do not exceed, in the aggregate, $500,000 outstanding at any one time, and (y) pay cash fees to its directors which do not exceed $500,000 in the aggregate in any Fiscal Year, and (z) make equity grants to its directors under its equity compensation plans to the extent that such equity grants are consistent with Borrower’s past practice.”
Distributions; Loans; Fees. Borrower will not (a), following the occurrence and during the continuance of a Triggering Event, (i) declare or pay cash or stock distributions (including any return of capital) or dividends upon any of Borrower’s Capital Stock (including any preferred stock now or hereafter issued by Borrower) or (ii) make any distributions of Borrower’s assets; or (b) incur, permit, or make any loans, advances or extensions of credit to any Person, including any of Borrower’s Affiliates, officers, employees, or directors, or pay any consulting, management or directors’ fees to or for the account of any stockholder, director, officer, or other Affiliate of Borrower; except that Borrower may (x) make advances to its officers and employees with respect to expenses incurred by those officers and employees, which expenses (i) are ordinary and necessary business expenses, (ii) are reimbursable by Borrower and (iii) do not exceed, in the aggregate, $500,000 outstanding at any one time, and (y) pay cash fees to its directors which do not exceed $500,000 in the aggregate in any Fiscal Year, and (z) make equity grants to its directors under its equity compensation plans to the extent that such equity grants are consistent with Borrower’s past practice.
Distributions; Loans; Fees. Neither Borrower will (i) declare or pay cash or stock distributions or dividends upon any of a Borrower's stock (including any preferred stock now or hereafter issued by a Borrower), (ii) make any distributions of a Borrower's assets, (iii) incur, permit or make any loans, advances or extensions of credit to any Person, including any of a Borrower's Affiliates, officers or employees, or (iv) pay any consulting, management or directors' fees to or for the account of any shareholder, director or officer of a Borrower, except that: (a) Borrower may take the actions described in the foregoing clauses 10.19(i) through (iv) with the prior consent of Bank (which consent Bank may refuse to give for any reason in its discretion exercised in good faith); (b) FM Manufacturing may make loans or extensions of credit to FM Sales with respect to the transfer of Finished Goods by FM Manufacturing to FM Sales for resale; and (c) provided that there does not then exist, and is not thereby created, an Event of Default, Borrowers may pay cash distributions or dividends to Corporate Guarantor in the aggregate amount in any fiscal year equal to the sum of, and for the purpose of enabling Corporate Guarantor to pay, (X) management fees payable by Corporate Guarantor to any of its shareholders, directors or officers in the aggregate amount of up to $200,000 in any fiscal year, and (Y) directors' fees (in addition to the aforesaid management fees) payable by Corporate Guarantor to directors of Corporate Guarantor who are not employees of Corporate Guarantor or a Borrower in the amount of up to $10,000 for each such director and in the aggregate amount of up to $80,000 for all such directors in any fiscal year.
Distributions; Loans; Fees
