Distributions; Restricted Payments. Without Lender’s prior consent, which shall not be unreasonably withheld, the Borrower shall not (i) purchase or redeem any shares of its stock or partnership interests or declare or pay any dividends or distributions, whether in cash or otherwise, set aside any funds for any such purpose or make any distribution to its shareholders, make any distribution of its property or assets or make any loans, advances or extensions of credit to, or investments in, any Affiliates, including, without limitation, Borrower’s affiliates, officers, partners or employees, (ii) make any payments of any Funded Indebtedness other than as permitted hereunder, or (iii) increase the annual salary paid to any officers of Borrower.
Distributions; Restricted Payments. The Credit Parties shall not: (i) purchase or redeem any shares of its stock or membership interests or declare or pay any dividends or distributions, whether in cash or otherwise, set aside any funds for any such purpose or make any distribution to its shareholders, make any distribution of its property or assets or make any loans, advances or extensions of credit to, or investments in, any Persons, including, without limitation, such Borrower’s Affiliates, officers, partners or employees, without the prior written consent of Lender; (ii) make any payments of any Funded Indebtedness other than as permitted hereunder; or (iii) increase the annual salary paid to any officers of the Credit Parties as of the Closing Date.
Distributions; Restricted Payments. (a) Except as set forth in Sections 7.9(b), 7.9(c) and 7.9(d), none of the Borrower Parties shall (i) make any distributions to Pledgor or to any other Person (other than, with respect to the Procurement Sub (prior to the Merger) and the Project Owner, to the Borrower) in respect of its Equity Interests or any other ownership interest in such Borrower Party, whether in cash or other Property, or redeem, purchase or otherwise acquire any interest of Pledgor in such Borrower Party, or permit Pledgor to withdraw any capital from such Borrower Party (all of the foregoing being referred to as “Distributions”) or (ii) make any payment of any Affiliate O&M Fees to any Affiliate of such Borrower Party (each such Distribution or payment of Affiliate O&M Fees, a “Restricted Payment”).
(b) Unless a Default or Event of Default shall have occurred and be continuing, the Borrower may pay Affiliate O&M Fees when due and payable under the Affiliated Project Documents pursuant to and in accordance therewith and with the Accounts Agreement.
Distributions; Restricted Payments. Borrower shall not: (i) purchase or redeem any shares of its stock or declare or pay any dividends or distributions, whether in cash or otherwise, set aside any funds for any such purpose or make any distribution to its shareholders, make any distribution of its property or assets or make any loans, advances or extensions of credit to, or investments in, any Persons, including, without limitation, Borrower’s Affiliates, officers, partners, employees or Material Shareholders, without the prior written consent of Lender; (ii) make any payments of any Funded Indebtedness other than as permitted hereunder; or (iii) increase the annual salary paid to any officers of Borrower as of the Closing Date, unless any such increase is part of a written employment contract with any such officers entered into prior to the Closing Date, a copy of which has been delivered to and approved by the Lender.
Distributions; Restricted Payments. Borrower shall not (i) purchase or redeem any shares of its stock or partnership interests or declare or pay any dividends or distributions, whether in cash or otherwise, set aside any funds for any such purpose or make any distribution to its shareholders, make any distribution of its property or assets or make any loans, advances or extensions of credit to, or investments in, any Affiliates, including, without limitation, Borrower’s affiliates, officers, partners or employees without the prior written consent of Lender, (ii) make any payments of any Funded Indebtedness other than as permitted hereunder, or (iii) increase the annual salary paid to any officers of Borrower.
Distributions; Restricted Payments. So long as Buyer owns, legally or beneficially, any of the Debentures, neither the Company, nor any of its subsidiaries shall, either directly or indirectly: (i) purchase or redeem any shares of its capital stock; (ii) declare or pay any dividends or distributions, whether in cash or otherwise, or set aside any funds for any such purpose; (iii) make any loans, advances or extensions of credit to, or investments in, any Person, including, without limitation, any Affiliates of the Company or its subsidiaries, or the Company’s officers, directors, employees or Material Shareholders, or the officers, directors, employees of any subsidiary of the Company; or (iv) increase the annual salary paid to any officers or directors of the Company or any of its subsidiaries as of the Effective Date, unless any such increase is part of a written employment contract with any such officers entered into prior to the Effective Date, a copy of which has been delivered to and approved by the Buyer.
Distributions; Restricted Payments. The Credit Parties shall not, and shall cause their Subsidiaries not to, either directly or indirectly, (i) purchase or redeem any shares of their stock or partnership interests or declare or pay any dividends or distributions, whether in cash or otherwise, set aside any funds for any such purpose or make any distribution to their shareholders, make any distribution of their property or assets or make any loans, advances or extensions of credit to, or investments in, any Persons, including, without limitation, the Credit Parties’ Affiliates, officers, partners or employees without the prior written consent of the Lender, (ii) make any payments of any Funded Indebtedness other than as permitted hereunder, or (iii) increase the annual salary paid to any officers of any of the Credit Parties without the prior written consent of the Lender.
Distributions; Restricted Payments. Declare or pay any dividend or make any other distribution on or in respect of any capital stock of Borrower or any other securities convertible or exchangeable for any capital stock of Borrower; make any payment in respect of the purchase, repurchase, redemption or retirement of any of such capital stock or other securities (other than the payment by Borrower of dividends consisting of shares of common stock on outstanding shares of common stock); or make any payment, prepayment or other distribution on, or payment or distribution in respect of the purchase, repurchase, retirement or other acquisition of, any Indebtedness for Borrowed Money or other liability, of Borrower to any Associated Person. This paragraph (viii) shall not prohibit the payment by Borrower of any salaries or bonuses to employees, or the making by Borrower of any loans or advances to employees, in each case in the normal and ordinary course of business of Borrower consistent with past practices. This paragraph (viii) also shall not prohibit (A) the repurchase by Borrower of restricted stock held by Borrower's officers, directors or employees upon termination of employment of such officers, directors or employees, PROVIDED THAT the aggregate purchase price shall not exceed $400,000 for all such repurchases, or (B) the payment of dividends by any subsidiary of Borrower to the Borrower.
Distributions; Restricted Payments. So long as Buyer owns, legally or beneficially, any of the Debentures, neither the Company, nor any of its subsidiaries shall, either directly or indirectly: (i) purchase or redeem any shares of its capital stock; (ii) declare or pay any dividends or distributions, whether in cash or otherwise, or set aside any funds for any such purpose; (iii) make any loans, advances or extensions of credit to, or investments in, any Person, including, without limitation, any Affiliates of the Company or its subsidiaries, or the Company’s officers, directors, employees or Material Shareholders, or the officers, directors, employees of any subsidiary of the Company; or (iv) increase the annual salary paid to any officers or directors of the Company or any of its subsidiaries as of the Effective Date.
Distributions; Restricted Payments. Borrower shall not, directly or indirectly, make or declare any dividend or other distribution (in cash, property or obligation) on, or other payment on account of, any interest in Borrower or any payment of principal or interest in respect of any Debt to a Person other than Lender unless all payment obligations of Borrower that are then due and payable under this Loan Agreement and the other Loan Documents have been paid in full.
