Distributions; Other Payments. 57 9.8 Disposition of Assets......................................57 9.9 Mergers, Consolidations, Acquisitions, Dispositions and Dissolutions.........................................58 9.10 Assignment.................................................58 9.11
Distributions; Other Payments. No Company may declare, make or pay any Distribution except
(a) Distributions paid in the form of additional equity that is not required to be redeemed or is redeemable at the option of the holder if certain events or conditions occur or exist or otherwise,
(b) Distributions to Parent or Borrower from any other Company,
(c) Distributions from a Foreign Subsidiary to Ultrak Holdings,
(d) Distributions from Parent or Borrower to Ultrak GP and Ultrak LP,
(e) Distributions of up to One Hundred Seventeen Thousand Two Hundred Ten Dollars ($117,210) per year representing preferred stock dividends from Parent to Mr. Xxxxxx X. Xxxxxx made in respect of Parent's Series A Preferred Stock; and
(f) Repurchases of common stock of Parent up to an aggregate during the term of this Agreement up to an aggregate of One Million Dollars ($1,000,000) during the term of this Agreement, but only if, (i) Administrative Agent has received the Financials and other items required by Section 8.2(a) for the year ended December 31, 1999, (ii) Borrower had at least Ten Million Dollars of Excess Availability, without including any amount for the Over-Advance Availability in the Borrowing Base, for the thirty (30) days preceding the day a particular round of stock repurchases commence and is reasonably projected by Borrower to have Ten Million Dollars of Excess Availability, without including any amount for the Over-Advance Availability in the Borrowing Base, for the thirty (30) days succeeding the day such round of stock repurchases is expected to be completed, (iii) the Over-Advance Availability has been cancelled and terminated at Borrower's written request and clause (g) has been eliminated from the definition of "Borrowing Base", (iv) no Potential Default or Event of Default has occurred and is continuing and none will arise as a result of such stock repurchases and (v) the amount of Cash Flow Available for Debt Service exceeds the Debt Service Requirements for the fiscal year ending December 31, 2000, by at least Four Million Two Hundred Thousand Dollars ($$4,200,000), as reflected on the Financials and other items delivered to Administrative Agent pursuant to Section 8.2(a) for the year ended December 31, 2000.
Distributions; Other Payments. No Company shall enter into or permit to exist any arrangement or agreement which directly or indirectly prohibits any such Company from declaring, making or paying, directly or indirectly, any Distribution to PMC. No Company shall, directly or indirectly, declare, make or pay any Distributions except for:
(a) Distributions to PMC from any other Company and Distributions by any CDO Subsidiary to any of its owners; and
(b) if no Event of Default or Potential Default exists or would exist after giving effect to the Distribution, and so long as any such Distributions are made in the ordinary course of business consistent with sound business practices, the following Distributions by PMC: (i) Distributions declared or paid during any fiscal year which do not exceed 100% of Funds from Operations for that fiscal year and (ii) up to an aggregate of $2,000,000 of other Distributions made or declared after December 29, 2010.
Distributions; Other Payments. No Company shall enter into or permit to exist any arrangement or agreement which directly or indirectly prohibits any such Company from declaring, making or paying, directly or indirectly, any Distribution to Borrower, except for the requirements imposed by the Small Business Administration that the Companies maintain minimum levels of capital. No Company shall, directly or indirectly, declare, make or pay any Distributions except for:
(a) Distributions to Borrower from any other Company; and
(b) Distributions by Borrower if (i) no Event of Default or Potential Default exists or would exist after giving effect to the Distribution, and so long as any such Distributions are made in the ordinary course of business consistent with sound business practices, and (ii) the total (without duplication) of all of those Distributions declared or paid during any fiscal year do not exceed the sum of (A) $3,000,000, plus or minus (as applicable) (B) 100% of Investment Company Taxable Income for that fiscal year, plus (C) if paid by May 30 during that year, the portion of the then-preceding fiscal year's Distributions that would have been permitted under clauses (A) and (B) above that did not represent any carryover from earlier years and was not declared and paid during that preceding fiscal year.
Distributions; Other Payments. No Company shall enter into or permit to exist any arrangement or agreement which directly or indirectly prohibits any such Company from declaring, making or paying, directly or indirectly, any Distribution to Borrower. No Company shall, directly or indirectly, declare, make or pay any Distributions except for:
(a) Distributions to Borrower from any other Company; and
(b) if no Event of Default or Potential Default exists or would exist after giving effect to the Distribution, and so long as any such Distributions are made in the ordinary course of business consistent with sound business practices, the following Distributions by Borrower: (i) Distributions declared or paid during any fiscal year which do not exceed the sum of (A) 100% of Funds from Operations for that fiscal year, plus (B) if paid by May 30 during that year, the portion of the then- preceding fiscal year's Distributions that would have been permitted under clause (A) above that did not represent any carryover from earlier years and was not declared and paid during that preceding fiscal year, (ii) up to an aggregate of $2,000,000 of other Distributions made or declared during the term of this agreement, and (iii) up to 47 CREDIT AGREEMENT PMC COMMERCIAL TRUST an aggregate of $2,500,000 in treasury stock repurchases during the term of this agreement (provided that no such treasury stock repurchases may be made until after the first Asset Securitization occurs after the Closing Date that results in the Principal Debt being reduced to less than $25,000,000);
Distributions; Other Payments. No Company shall enter into or permit to exist any arrangement or agreement which directly or indirectly prohibits any such Company from declaring, making or paying, directly or indirectly, any Distribution. No Company shall, directly or indirectly, declare, make or pay any Distributions except for:
(a) Distributions by any Company to (i) PMC or (ii) another Company that is a parent of a Company; and
(b) if no Event of Default or Potential Default exists or would exist after giving effect to the Distribution, and so long as any such Distributions are made in the ordinary course of business consistent with sound business practices, Distributions by PMC.
Distributions; Other Payments. No Company shall enter into or permit to exist any arrangement or agreement which directly or indirectly prohibits any such Company from declaring, making or paying, directly or indirectly, any Distribution to Borrower. No Company shall, directly or indirectly, declare, make or pay any Distributions except for:
(a) Distributions to Borrower from any other Company; and
(b) if no Event of Default or Potential Default exists or would exist after giving effect to the Distribution, and so long as any such Distributions are made in the ordinary course of business consistent with sound business practices, the following Distributions by Borrower: (i) Distributions declared or paid during any fiscal year which do not exceed the sum of (A) 100% of Funds from Operations for that fiscal year, plus (B) if paid by May 30 during that year, the portion of the then-preceding fiscal year's Distributions that would have been permitted under clause (A) above that did not represent any carryover from earlier years and was not declared and paid during that preceding fiscal year, and (ii) up to an aggregate of $2,000,000 of other Distributions made or declared during the term of this agreement;
Distributions; Other Payments. No Company shall enter into or permit to exist any arrangement or agreement which directly or indirectly prohibits any such Company from declaring, making or paying, directly or indirectly, any Distribution. No Company shall, directly or indirectly, declare, make or pay any Distributions except for:
(a) Distributions by any Company to (i) PMC, (ii) another Company that is a parent of a Company, and (iii) Southfork, provided that Distributions by any Company to Southfork must be distributed by dividend in full promptly by Southfork to PMC or such Distribution is not permitted under this Section;
(b) One special dividend (including the accrued portion of PMC’s regular quarterly dividend) to be paid pursuant to, and in accordance with the terms of, the CIM Merger Agreement within 30 days after the Fourth Amendment Effective Date, but only to the extent that PMC has received Distributions from the Consolidated CIM Entities in an amount not less than such special dividend (excluding the accrued portion of such special dividend) to be used specifically for the payment of such special dividend, and so long as PMC uses the Distribution from the Consolidated CIM Entities to make such Distribution; and
(c) if no Event of Default or Potential Default exists or would exist after giving effect to the Distribution, and so long as any such Distributions are made in the ordinary course of business consistent with sound business practices, quarterly or annual Distributions by PMC, provided that, for any calendar quarter, the aggregate Distributions paid by PMC during such quarter less the amount of cash dividends received by PMC from the CIM Entities during such quarter shall not exceed $1,250,000 (less, only for the calendar quarter during which the special dividend permitted by Section 8.9(b) is paid, the accrued portion of such special dividend).
Distributions; Other Payments. No Company may declare, make or pay any Distribution except (i) Distributions paid in the form of additional equity that is not required to be redeemed or is redeemable at the option of the holder if certain events or conditions occur or exist or otherwise, (ii) Distributions to Borrower from any other Company, (iii) Distributions from a Foreign Subsidiary to Ultrak Holdings, (iv) Distributions from Ultrak Operating to Ultrak GP and Ultrak LP, (v) Distributions of up to $117,210 per year representing preferred stock dividends from Borrower to Mr. Xxxxxx X. Xxxxxx made in respect of Borrower's Series A Preferred Stock, and (vi) from November 12, 1999, through the entire remaining term that this agreement is in effect, up to an aggregate of $100,000 in stock repurchases by the Companies (for the avoidance of doubt, the restriction set forth in this clause (vi) shall apply to the Companies taken as a whole and is not meant to apply to each Company individually).
Distributions; Other Payments. No Company may declare, make or pay any Distribution except (i) Distributions paid in the form of additional equity that is not required to be redeemed or is redeemable at the option of the holder if certain events or conditions occur or exist or otherwise,
