Distributions; Restricted Payments; Change in Management. So long as Buyer owns, legally or beneficially, any of the Debentures, the Company shall not, 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 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 Person, including, without limitation, any Affiliates of the Company, or the Company’s officers, directors, employees or Material Shareholder; (iv) pay any outstanding indebtedness of the Company, except for indebtedness and other Obligations permitted hereunder; (v) increase the annual salary paid to any officers or directors of the Company 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; or (vi) add, replace, remove, or otherwise change any officers or other senior management positions of the Company from the officers and other senior management positions existing as of the Effective Date, unless first approved by Buyer in writing, which approval may be granted or withheld or conditioned by Buyer in its sole and absolute discretion. The Company shall not pay any brokerage or finder’s fee or commission in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby
Distributions; Restricted Payments; Change in Management. The Credit Parties shall not: (i) purchase or redeem any shares of its capital stock or other securities, 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 of any kind to its shareholders, partners, or members, make any distribution of its property or assets, or make any loans, advances or extensions of credit to, or investments in, any Persons, including such Credit Parties’ Affiliates, officers, directors, members, managers, principals, Material Shareholders, or employees, without the prior written consent of Lender; (ii) make any payments of any Funded Indebtedness other than as specifically permitted under the Use of Proceeds Confirmation and as otherwise permitted hereunder; (iii) increase the annual salary paid to any officers of the Credit Parties 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 Lender; or (iv) add, replace, remove, or otherwise change any officers, managers, senior management positions or Persons with authority to bind the Credit Parties from the officers, managers, senior management positions, or other such Persons existing as of the Effective Date, unless approved by Lender in writing.
Distributions; Restricted Payments; Change in Management. The Credit Parties shall not: (i) purchase or redeem any shares of its capital stock or other securities, 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 of any kind to its shareholders, partners, or members, make any distribution of its property or assets, or make any loans, advances or extensions of credit to, or investments in, any Persons, including such Credit Parties’ Affiliates, officers, directors, members, managers, principals, Material Shareholders, or employees, without the prior written consent of Lender; (ii) make any payments of any Funded Indebtedness other than as specifically permitted under the Use of Proceeds Confirmation and as otherwise permitted hereunder, it being understood that the Credit Parties shall be permitted to pay the Funded Indebtedness in accordance with its terms as set forth in Schedule 9.7, so long as no Event of Default exists at the time of such payment or would result therefrom; (iii) increase the annual salary paid to any officers of the Credit Parties 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 Lender; or (iv) add, replace, remove, or otherwise change any officers, managers, senior management positions or Persons with authority to bind the Credit Parties from the officers, managers, senior management positions, or other such Persons existing as of the Effective Date; provided, however, that Credit Parties can make a replacement, removal, or other change of such Persons in accordance with this Section 9.7(iv) if the Credit Parties have provided notice to the Lender of such a change. Prior to the appointment of any new Person with the authority described in this Section 9.7(iv), the Lender shall have the right, in its sole and reasonable discretion, to approve such new appointee.
Distributions; Restricted Payments; Change in Management. Borrower shall not, nor shall Borrower permit any of its Subsidiaries to: (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, 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; (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; or (iv) add, replace, remove, or otherwise change any officers or other senior management positions of Borrower from the officers and other senior management positions existing as of the Closing Date, unless approved by Lender in writing.
Distributions; Restricted Payments; Change in Management. Except as set forth on Schedule 9.7, the Credit Parties shall not make any payments of any Funded Indebtedness other than as specifically permitted hereunder.
Distributions; Restricted Payments; Change in Management. Neither the Borrower, nor Corporate Guarantor, shall: (i) purchase or redeem any shares of its capital stock or other securities, 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 of any kind to its shareholders, partners, or members, make any distribution of its property or assets, or make any loans, advances or extensions of credit to, or investments in, any Persons, including their Affiliates, officers, directors, members, managers, principals, Material Shareholders, or employees, without the prior written consent of Lender; (ii) make any payments of any Funded Indebtedness other than as specifically permitted under the Use of Proceeds Confirmation and as otherwise permitted hereunder; (iii) increase the annual salary paid to any officers of the Borrower and Corporate Guarantor 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 Lender; or (iv) add, replace, remove, or otherwise change any officers, managers, senior management positions or Persons with authority to bind the Borrower and Corporate Guarantor from the officers, managers, senior management positions, or other such Persons existing as of the Effective Date, unless approved by Lender in writing.
Distributions; Restricted Payments; Change in Management. No Borrower shall, nor shall any Borrower permit any of its Subsidiaries to: (i) purchase or redeem any shares of its stock or other securities, or declare or pay any dividends or distributions, whether in cash or otherwise, or set aside any funds for any such purpose, or make any distribution to its shareholders, or members, or make any distribution of its property or assets, or make any loans, advances or extensions of credit to, or investments in, any Persons, including, 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 Payments of Funded Indebtedness permitted under Section 9.1 above; (iii) increase the annual salary paid to any officers or senior managers of any Borrower as of the Closing Date, unless: (A) any such increase is part of a written employment contract with any such officers or senior managers entered into prior to the Closing Date, a copy of which has been delivered to and approved by the Lender; or (B) such increase is approved by an independent compensation committee of the board of directors of the Issuing Borrower comprised solely of disinterested and independent members; and provided that any such increase shall not cause the Salary Ratio to be exceeded; or (iv) add, replace, remove, or otherwise change the CEO or COO of any Borrower, unless approved by Lender in writing.
Distributions; Restricted Payments; Change in Management. No Borrower shall: (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, 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; (iii) increase the annual salary paid to any officers of any 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; or (iv) add, replace, remove, or otherwise change any officers or other senior management positions of any Borrower from the officers and other senior management positions existing as of the Closing Date, unless approved by Lender in writing.
Distributions; Restricted Payments; Change in Management. So long as Buyer owns, legally or beneficially, any of the Debentures, the Company shall not, either directly or indirectly: (i) purchase or redeem any shares of its capital stock; (ii) pay any dividends or distributions, whether in cash or otherwise, or set aside any funds for any such purpose; (iii) 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 Person, including, without limitation, any Affiliates of the Company, or the Company’s officers, directors, employees or Material Shareholder; (iv) pay any outstanding indebtedness of the Company, except for indebtedness and other Obligations permitted hereunder; (v) increase the annual salary paid to any officer of the Company as of the Effective Date by more than twenty-five percent (25%) of the amount of such officer’s current salary as disclosed to the Buyer as of the date hereof or directors of the Company as of the Effective Date; provided, however, the Company shall be able to increase salaries of such directors by an amount not to exceed Two Hundred Thousand Dollars ($200,000) in the aggregate; or (vi) add, replace, remove, or otherwise change any officers or other senior management positions of the Company without prior written notice to the Buyer. The Company shall not pay any brokerage or finder’s fee or commission in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby
Distributions; Restricted Payments; Change in Management. The Credit Parties shall not: (i) purchase or redeem any shares of its capital stock or other securities, 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 of any kind to its shareholders, partners, or members, make any distribution of its property or assets, or make any loans, advances or extensions of credit to, or investments in, any Persons, including such Credit Parties’ Affiliates, officers, directors, members, managers, principals, Material Shareholders, or employees, without the prior written consent of Lender; (ii) make any payments of any Funded Indebtedness other than as specifically permitted under the Use of Proceeds Confirmation and as otherwise permitted hereunder; or (iii) increase the annual salary paid to any officers or senior managers of any Credit Party as of the Effective Date, unless: (A) any such increase is part of a written employment contract with any such officers or senior managers entered into prior to the Effective Date, a copy of which has been delivered to and approved by the Lender; or (B) such increase is approved by an independent compensation committee of the board of directors of the Borrower comprised solely of disinterested and independent members; and provided that any such increase shall not cause the Salary Ratio to be exceeded.
