Distributions; Restricted Investments. Neither Holdings nor any of its Restricted Subsidiaries shall (a) directly or indirectly declare or make, or incur any liability to make, any Distribution, except Permitted Distributions, or (b) make any Investment, except Permitted Investments.
Distributions; Restricted Investments. (a) None of the Parent, any Borrower nor any of their respective Subsidiaries shall directly or indirectly declare or make, or incur any liability to make, any Distribution, except (i) Distributions to a Borrower by its Subsidiaries or by any such Subsidiary to any other Subsidiary (provided that no Borrower nor any Subsidiary Guarantor may declare or pay any Distribution to any Person that is not a Borrower or a Subsidiary Guarantor), (ii) so long as no Default or Event of Default shall have occurred and be continuing at the time of such Distribution, Distributions from any Borrower or any Subsidiary of any Borrower to the Parent in an amount during any twelve (12) month period, which when added to all other amounts received by the Parent during such period from any Borrower or any Subsidiary of any Borrower from any source (including, without limitation, payments on any Debt of such Borrower or any of their respective Subsidiaries held by the Parent, but excluding Distributions received by the Parent in accordance with clauses (iii) and (iv) below) shall not exceed 120% of the Parent’s actual operating expenses during such period, (iii) so long as no Default or Event of Default shall have occurred and be continuing at the time of declaration or after giving effect to the payment thereof, (A) the Parent may make Distributions to the extent that, after giving effect thereto, Excess Availability shall be at least $30,000,000, and (B) the Borrowers and their Subsidiaries may make Distributions to the Parent in the amount of, and concurrently with, the Distribution permitted to be made by the Parent under clause (A) above in order to enable the Parent to make such Distribution, and (iv) so long as no Default or Event of Default shall have occurred and be continuing at the time of declaration or after giving effect to the payment thereof, the Borrowers and their Subsidiaries may make Distributions to the Parent in the amount of, and concurrently with, any Permitted Restricted Investment or Permitted Foreign Subsidiary Investment permitted to be made by the Parent under Section 7.10(b) in order to enable the Parent to make such Permitted Restricted Investment or Permitted Foreign Subsidiary Investment.
(b) None of the Parent, any Borrower nor any of their respective Subsidiaries shall directly or indirectly declare or make, or incur any liability to make, any Restricted Investment other than (i) Permitted Restricted Investments, (ii) Permitted Foreign Subsidiar...
Distributions; Restricted Investments. No Loan Party shall
(a) make, any Distribution, except
(i) Subsidiaries of Loan Parties may make Distributions to Borrowers or to Parent if such Distribution is promptly contributed to a Borrower, to any Subsidiary of a Borrower that is a Loan Party and in the case of a Subsidiary of a Borrower or of Anchor Canada to any other Person that owns Capital Stock in such Subsidiary, ratably according to their respective holdings of the type of Capital Stock in respect of which such Distribution is being made, notwithstanding the existence of any Default or Event of Default,
(ii) investments resulting from a re-characterization from Debt to equity on the books of Oneida U.K. Limited in the amount of £5,000,000 which has been reflected on the books of Oneida as equity but on the books of Oneida U.K. Limited as Debt,
(iii) dividend payments or other Distributions payable solely in the common stock or other Capital Stock of such Person;
(iv) purchase, redemption or acquisition of Capital Stock with the proceeds received from the substantially concurrent issue of new shares of their common stock or other common Capital Stock;
(v) Parent and its Subsidiaries may purchase, redeem or otherwise acquire from employees, officers or directors, or any spouses, ex-spouses, heirs, estates, family planning vehicles or estate planning vehicles of the foregoing (or make Distributions so that Parent or any direct or indirect parent of Parent may so purchase, redeem or otherwise acquire), upon the termination of employment, death or disability of such employee, officer or director, Capital Stock (including Capital Stock of Parent or any direct or indirect parent of Parent) issued pursuant to any employment or compensation agreement, employee stock option plan, equity incentive program or similar program in an aggregate amount not to exceed $10,000,000;
(vi) Parent and its Subsidiaries may (A) declare and make cash dividends to their stockholders and (B) purchase, redeem or otherwise acquire for cash Capital Stock issued by them, provided, that, each of the following conditions is satisfied: (A) no Default or Event of Default has occurred and is continuing or would result therefrom, (B) Adjusted Availability on the date of such Distributions and after giving effect thereto shall be greater than the greater of (1) $10,000,000 and (2) 20% of the Maximum Revolver Amount, and (C) the Fixed Charge Coverage Ratio, calculated on a Pro Forma Basis after giving effect to any such Distributio...
Distributions; Restricted Investments. Neither the Borrower nor any of its Subsidiaries shall (a) directly or indirectly declare or make, or incur any liability to make, any Distribution, except (1) Distributions to the Borrower or any Subsidiary as part of a spin-off or otherwise by any Subsidiary, (2) Distributions by non-wholly owned Subsidiaries to the extent such Distribution is made pro rata to all owners of such non-wholly owned Subsidiary and (3) the Borrower may repurchase its own stock if immediately following each such repurchase, on a pro forma basis, Availability shall be in excess of $50,000,000 with all trade payables being paid when due in accordance with their terms and customary practice; or
Distributions; Restricted Investments. 35 7.11 Transactions Affecting Collateral or Obligations...........36 7.12 Guaranties.................................................36 7.13 Debt.......................................................36 7.14 Prepayment.................................................38 S-ii Second Amended and Restated Credit Agreement
Distributions; Restricted Investments. Notwithstanding anything to the contrary contained in Section 10.2 of the Loan Agreement or any other provision of the Loan Agreement or any of the other Loan Documents, the Loan Parties will not, and will not permit any Subsidiary, after the date hereof, to make any Distribution or Investment permitted in Section 10.2 of the Loan Agreement, except for Distributions permitted by Subsections 10.2(a)(viii), (xi)(so long as any such Distributions are not made to Holdings) and (xvii)(A) and (B), to the extent specifically set forth in the Budget.
Distributions; Restricted Investments. The Company will not, nor will it permit any Restricted Subsidiary to, declare or make or incur any liability to declare or make any Distribution (other than Distributions payable solely to the Company or another Restricted Subsidiary) or make any Restricted Investment unless, immediately after giving effect to the proposed Distribution or Restricted Investment,
(a) the aggregate amount of Distributions in respect of the capital stock of the Company and the Restricted Subsidiaries (other than Distributions payable to the Company or another Restricted Subsidiary) and Restricted Investments made during the period commencing on October 1, 1992 and ending on the date of such proposed Distribution or Restricted Investment would not exceed the sum of:
(i) an amount equal to the net proceeds received by the Company from the sale of its capital stock during the period subsequent to September 30, 1992, plus,
(ii) fifty percent (50%) of the aggregate of Consolidated Adjusted Net Income (or, if such Consolidated Adjusted Net Income shall be a deficit for any fiscal year during such period, minus one hundred percent (100%) of such deficit) earned on a cumulative basis during the period commencing on October 1, 1992 and ending on the last day of the fiscal quarter of the Company most recently ended prior to the declaration of such Distribution or the making of such Restricted Investment, plus,
(iii) Ten Million Dollars ($10,000,000), and
(b) no Default or Event of Default would exist. For purposes of this Section 7.9 the amount involved in any Distribution made in Property shall be the greater of the Fair Market Value of such Property (as determined in good faith by the Board of Directors) and the net book value thereof on the books of the Company (determined in accordance with GAAP) on the date on which such Distribution is made. The Company will not declare any Distribution which (A) is payable more than ninety (90) days after the date of declaration thereof or (B) would not be permitted to be paid on the date of declaration thereof pursuant to this Section 7.9.
Distributions; Restricted Investments. 34 7.11 Transactions Affecting Collateral or Obligations..........34 7.
Distributions; Restricted Investments. Neither the Borrower nor any of its Subsidiaries shall directly or indirectly declare or make, or incur any liability to make, any Distribution or Restricted Investment, except (i) Distributions to the Borrower by its Subsidiaries and, in the case of any Subsidiaries that are not wholly-owned, concurrent Distributions to their other equity holders, and (ii) payments made by the Borrower in satisfaction of any put obligation imposed on the Borrower by Section 409 of the Internal Revenue Code of 1986, as amended, and any successor provision, relating to the Borrower's Series A preferred stock, authorized and issued prior to October 5, 1999 and held by the Borrower's 1989 employee stock ownership plan; provided, however, the Borrower and its Subsidiaries may take the actions otherwise prohibited by this Section 9.10 to the extent permitted by the Indenture in effect at its initial execution but only if no Default or Event of Default exists and only if Availability is not less than $25,000,000 immediately before and after giving effect to all consideration to be paid by the Borrower at any time with respect to the actions.
Distributions; Restricted Investments. Neither Parent nor any of its Subsidiaries shall:
(a) directly or indirectly declare or make, or incur any liability to make, any Distribution, except as permitted by the Credit Agreement; or
(b) make any Restricted Investment, except as permitted by the Credit Agreement.
