Dividend Restriction. (a) Until the sixth (6th) anniversary of the date of the Judicial Ratification of the RJ Plan, neither the Borrower nor Oi shall (and shall procure that no Obligor shall) declare or pay any dividend, return on capital, or make any other payment or distribution on (or related to) the shares issued by themselves (including any payment related to merger or consolidation involving any Obligor) other than: (i) dividends, return on capital or other distributions exclusively in relation to one Obligor which is payable to another Obligor; (ii) payments by any Obligor to dissident shareholders according to the applicable legislation enacted after the date of the Judicial Ratification of the RJ Plan; or (iii) any payment of dividends carried out in accordance with the RJ Plan. (b) After the sixth (6th) anniversary of the date of the Judicial Ratification of the RJ Plan, as applicable, the Obligors shall be authorized to declare or pay any dividend, return on capital or make any other payment or distribution on (or related to) the shares issued thereby (including any payment in relation to any type of consolidation or merger involving the Obligors) only if the ratio of the Consolidated Net Debt of Oi / EBITDA of the fiscal year ended immediately before the declaration or payment is equal or lower than two (2). (c) After the Capital Increase with Capitalization of Credit and the New Money Capital Increase, the payment of dividends, return on capital or any other payment or distribution on (or related to) the shares issued thereby (including any payment related to merger or consolidation involving any Obligor) shall be authorized if the ratio of Consolidated Net Financial Debt of Oi / EBITDA of the fiscal year ended immediately before the declaration or payment is equal or lower than two (2) β for the avoidance of doubt there shall be no restriction to the distribution of dividends after the full payment of the Financial Credits. The declaration of, or the following payments, are excluded from the restrictions described in paragraph (b) above: (i) dividends, return on capital or other distributions exclusively in relation to one Obligor which is payable to another Obligor; (ii) payments by any Obligor to dissident shareholders according to the applicable legislation enacted after the date of the Judicial Ratification of the RJ Plan; or (iii) any payment of dividends carried out in accordance with the RJ Plan or determined by applicable legislation, including any mandatory dividend. For the purposes of this Clause:
Appears in 4 contracts
Samples: Facility Agreement (OI S.A. - In Judicial Reorganization), Facility Agreement, Facility Agreement
