Common use of Distributions or Redemption Clause in Contracts

Distributions or Redemption. The Borrower will not (i) pay or declare any dividend on any shares of any class of its stock (other than stock dividends), (ii) make any other distribution or other shareholder expenditure on account of any shares of any class of its stock, nor set aside any funds for such purpose, nor (iii) otherwise make or agree to pay for or make, directly or indirectly, any other distribution with respect to any shares of any class of its stock, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such shares or any option, warrants or other right to acquire any such shares, except that if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (or be created), and no Loan Excess shall then exist, the Borrower may declare, and agree to declare and pay, dividends (interest expense) in cash to the holders of Qualified Redeemable Preferred Equity, and the Borrower may make and pay such cash dividends so declared within thirty (30) days of such declaration. For the avoidance of doubt, shares of Qualified Redeemable Preferred Equity are Borrower's stock for purposes of clauses (i), (ii) and (iii) above, and the Borrower shall not elect (or agree to elect) any option to redeem any Qualified Redeemable Preferred Equity without the prior written consent of the Required Banks.

Distributions or Redemption. The Borrower will not (i) pay or declare any dividend on any shares of any class of its stock (other than stock dividends), (ii) make any other distribution or other shareholder expenditure on account of any shares of any class of its stock, nor set aside any funds for such purpose, nor (iii) otherwise make or agree to pay for or makemake (except as set forth in (b) below), directly or indirectly, any other distribution with respect to any shares of any class of its stock, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such shares or any option, warrants or other right to acquire any such shares, except that if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (or be created), and no Loan Excess shall then exist, the Borrower may declare, and agree to declare and pay, dividends (interest expense) in cash to the holders of Qualified Redeemable Preferred Equity, and the Borrower may make and pay such cash dividends so declared within thirty (30) days of such declaration. For the avoidance of doubt, shares of Qualified Redeemable Preferred Equity are Borrower's stock for purposes of clauses (i), (ii) and (iii) above, and the Borrower shall not elect (or agree to elect) any option to redeem any Qualified Redeemable Preferred Equity without the prior written consent of the Required Banks.

Distributions or Redemption. (a) The Borrower will not (i) pay or declare any dividend on any shares of any class of its stock (other than stock dividends), (ii) make any other distribution or other shareholder expenditure on account of any shares of any class of its stock, nor set aside any funds for such purpose, nor (iii) otherwise make or agree to pay for or makemake (except as set forth in (b) below), directly or indirectly, any other distribution with respect to any shares of any class of its stock, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such shares or any option, warrants or other right to acquire any such shares, except that if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (or be created), and no Loan Excess shall then exist, the Borrower may declare, and agree to declare and pay, dividends (interest expense) in cash to the holders of Qualified Redeemable Preferred Equity, and the Borrower may make and pay such cash dividends so declared within thirty (30) days of such declaration. For the avoidance of doubt, shares of Qualified Redeemable Preferred Equity are Borrower's ’s stock for purposes of clauses (i), (ii) and (iii) above, and the Borrower shall not elect (or agree to elect) any option to redeem any Qualified Redeemable Preferred Equity without the prior written consent of the Required BanksLenders. Notwithstanding the foregoing, the Borrower may make or agree to pay for or make a payment (whether in cash, securities or other property) on account of the purchase, redemption, retirement, acquisition, cancellation or termination of the Convertible Debt or the 2009 Convertible Debt (including any interest payment with respect to the Convertible Debt or the 2009 Convertible Debt on such account), to the extent that the foregoing is an option or other right to acquire common stock of the Borrower, to the extent (and only to the extent) not prohibited by Section 6.17. (b) The Qualified Redeemable Preferred Equity issued by Borrower may include (as provided in clause (ii) of the definition thereof) a provision providing for a mandatory redemption of such stock following a change of ownership or control or management (as contemplated by Sections 6.13 or 6.12, respectively). Moreover, the Borrower may make a mandatory redemption payment on the Qualified Redeemable Preferred Equity solely by reason of a change of ownership or control or management (as contemplated by Sections 6.13 or 6.12, respectively), and such mandatory redemption payment in itself is not an Event of Default (although nothing set forth in this Agreement shall subordinate the Secured Parties’ rights to priority of payment). However, the Borrower acknowledges that nothing set forth in this Section 6.10 (or in the definition of Qualified Redeemable Preferred Equity or Subsection 8.1(o) below) modifies or restricts the application of Section 6.12 and Section 6.13, and if a change in management or a change in ownership or control, respectively, occurs within the meaning of those Sections then an Event of Default occurs under Subsection 8.1(c) unless the Agent’s and the Required Lenders’ prior written consent to the contrary is obtained (even though any mandatory redemption of Qualified Redeemable Preferred Equity which also may arise due to such change in management, ownership or control is not itself a breach of this Section 6.10 or an Event of Default).

Distributions or Redemption. (a) The Borrower will not (i) pay or declare any dividend on any shares of any class of its stock (other than stock dividends), (ii) make any other distribution or other shareholder expenditure on account of any shares of any class of its stock, nor set aside any funds for such purpose, nor (iii) otherwise make or agree to pay for or makemake (except as set forth in (b) below), directly or indirectly, any other distribution with respect to any shares of any class of its stock, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such shares or any option, warrants or other right to acquire any such shares, except that if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (or be created), and no Loan Excess shall then exist, the Borrower may declare, and agree to declare and pay, dividends (interest expense) in cash to the holders of Qualified Redeemable Preferred Equity, and the Borrower may make and pay such cash dividends so declared within thirty (30) days of such declaration. For the avoidance of doubt, shares of Qualified Redeemable Preferred Equity are Borrower's ’s stock for purposes of clauses (i), (ii) and (iii) above, and the Borrower shall not elect (or agree to elect) any option to redeem any Qualified Redeemable Preferred Equity without the prior written consent of the Required Banks. (b) The Qualified Redeemable Preferred Equity issued by Borrower may include (as provided in clause (ii) of the definition thereof) a provision providing for a mandatory redemption of such stock following a change of ownership or control or management (as contemplated by Sections 6.13 or 6.12, respectively). Moreover, the Borrower may make a mandatory redemption payment on the Qualified Redeemable Preferred Equity solely by reason of a change of ownership or control or management (as contemplated by Sections 6.13 or 6.12, respectively), and such mandatory redemption payment in itself is not an Event of Default (although nothing set forth in this Agreement shall subordinate the Secured Parties’ rights to priority of payment). However, the Borrower acknowledges that nothing set forth in this Section 6.10 (or in the definition of Qualified Redeemable Preferred Equity or Subsection 8.1(o) below) modifies or restricts the application of Section 6.12 and Section 6.13, and if a change in management or a change in ownership or control, respectively, occurs within the meaning of those Sections then an Event of Default occurs under Subsection 8.1(c) unless the Agent’s and the Required Banks’ prior written consent to the contrary is obtained (even though any mandatory redemption of Qualified Redeemable Preferred Equity which also may arise due to such change in management, ownership or control is not itself a breach of this Section 6.10 or an Event of Default).

Distributions or Redemption. (a) The Borrower will not (i) pay or declare any dividend on any shares of any class of its stock (other than stock dividends), (ii) make any other distribution or other shareholder expenditure on account of any shares of any class of its stock, nor set aside any funds for such purpose, nor (iii) otherwise make or agree to pay for or makemake (except as set forth in (b) below), directly or indirectly, any other distribution with respect to any shares of any class of its stock, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such shares or any option, warrants or other right to acquire any such shares, except that if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (or be created), and no Loan Excess shall then exist, the Borrower may declare, and agree to declare and pay, dividends (interest expense) in cash to the holders of Qualified Redeemable Preferred Equity, and the Borrower may make and pay such cash dividends so declared within thirty (30) days of such declaration. For the avoidance of doubt, shares of Qualified Redeemable Preferred Equity are Borrower's ’s stock for purposes of clauses (i), (ii) and (iii) above, and the Borrower shall not elect (or agree to elect) any option to redeem any Qualified Redeemable Preferred Equity without the prior written consent of the Required BanksLenders. Notwithstanding the foregoing, the Borrower may make or agree to pay for or make a payment (whether in cash, securities or other property) on account of the purchase, redemption, retirement, acquisition, cancellation or termination of the 2013 Convertible Debt or the 2015 Convertible Debt (including any interest payment with respect to the 2013 Convertible Debt or the 2015 Convertible Debt on such account), to the extent that the foregoing is an option or other right to acquire common stock of the Borrower, to the extent (and only to the extent) not prohibited by Section 6.17. (b) The Qualified Redeemable Preferred Equity issued by Borrower may include (as provided in clause (ii) of the definition thereof) a provision providing for a mandatory redemption of such stock following a change of ownership or control or management (as contemplated by Sections 6.13 or 6.12, respectively). Moreover, the Borrower may make a mandatory redemption payment on the Qualified Redeemable Preferred Equity solely by reason of a change of ownership or control or management (as contemplated by Sections 6.13 or 6.12, respectively), and such mandatory redemption payment in itself is not an Event of Default (although nothing set forth in this Agreement shall subordinate the Secured Parties’ rights to priority of payment). However, the Borrower acknowledges that nothing set forth in this Section 6.10 (or in the definition of Qualified Redeemable Preferred Equity or Subsection 8.1(o) below) modifies or restricts the application of Section 6.12 and Section 6.13, and if a change in management or a change in ownership or control, respectively, occurs within the meaning of those Sections then an Event of Default occurs under Subsection 8.1(c) unless the Agent’s and the Required Lenders’ prior written consent to the contrary is obtained (even though any mandatory redemption of Qualified Redeemable Preferred Equity which also may arise due to such change in management, ownership or control is not itself a breach of this Section 6.10 or an Event of Default).

Distributions or Redemption. (a) The Borrower will not (i) pay or declare any dividend on any shares of any class of its stock (other than stock dividends), (ii) make any other distribution or other shareholder expenditure on account of any shares of any class of its stock, nor set aside any funds for such purpose, nor (iii) otherwise make or agree to pay for or makemake (except as set forth in (b) below), directly or indirectly, any other distribution with respect to any shares of any class of its stock, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such shares or any option, warrants or other right to acquire any such shares, except that if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (or be created), and no Loan Excess shall then exist, the Borrower may declare, and agree to declare and pay, dividends (interest expense) in cash to the holders of Qualified Redeemable Preferred Equity, and the Borrower may make and pay such cash dividends so declared within thirty (30) days of such declaration. For the avoidance of doubt, shares of Qualified Redeemable Preferred Equity are Borrower's stock for purposes of clauses (i), (ii) and (iii) above, and the Borrower shall not elect (or agree to elect) any option to redeem any Qualified Redeemable Preferred Equity without the prior written consent of the Required Banks. (b) The Qualified Redeemable Preferred Equity issued by Borrower may include (as provided in clause (ii) of the definition thereof) a provision providing for a mandatory redemption of such stock following a change of ownership or control or management (as contemplated by Sections 6.13 or 6.12, respectively). Moreover, the Borrower may make a mandatory redemption payment on the Qualified Redeemable Preferred Equity solely by reason of a change of ownership or control or management (as contemplated by Sections 6.13 or 6.12, respectively), and such mandatory redemption payment in itself is not an Event of Default (although nothing set forth in this Agreement shall subordinate the Secured Parties' rights to priority of payment). However, the Borrower acknowledges that nothing set forth in this Section 6.10 (or in the definition of Qualified Redeemable Preferred Equity or Subsection 8.1(o) below) modifies or restricts the application of Section 6.12 and Section 6.13, and if a change in management or a change in ownership or control, respectively, occurs within the meaning of those Sections then an Event of Default occurs under Subsection 8.1(c) unless the Agent's and the Required Banks' prior written consent to the contrary is obtained (even though any mandatory redemption of Qualified Redeemable Preferred Equity which also may arise due to such change in management, ownership or control is not itself a breach of this Section 6.10 or an Event of Default).