Dividend Stopper Clause Samples

Dividend Stopper. During any Extension Period or APM Period, the Company shall not, and shall not permit any Subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company’s capital stock (which includes common and preferred stock) or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu with or junior in interest to the ICONs or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the ICONs (other than (a) dividends or distributions in Common Stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholders’ rights plan, or the issuance of stock under any such plan in the future or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Guarantee with respect to the Capital Securities of the Trust and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employees).

Dividend Stopper. Except as otherwise provided in subsection (d) below, during any Optional Deferral Period, the Company shall not, and shall not permit any Subsidiary of the Company to: (a) Declare or pay any dividends or distributions on, or make any distribution with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company’s capital stock, other than (i) any purchase, redemption or other acquisition of shares of the Company’s capital stock in connection with (A) any employment contract, employee or benefit plan or other similar arrangement, (B) a dividend reinvestment or stockholder purchase plan, or (C) the issuance of the Company’s capital stock, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Optional Deferral Period; (ii) any exchange, redemption or conversion of any class or series of the Company’s capital stock, or the capital stock of one of its subsidiaries, for any other class or series of the Company’s capital stock, or of any class or series of the Company’s indebtedness for any class or series of the Company’s capital stock; (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the securities being converted or exchanged; (iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any shareholder rights plan, or the redemption or repurchase of rights pursuant thereto; or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock assumable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks junior to such stock; (b) Make any payment of principal of, or premium, if any, or interest on, or repay, repurchase, redeem or defease any debt securities issued by the Company that rank equally with or junior to the ICONs, other than any payment of interest in respect of debt securities that rank equally with the ICONs (“Parity Debt Securities”) made ratably and in proportion to the respective amount of (1) accrued and unpaid amounts on such Parity Debt Securities, on the one hand, and (2) accrued and unpaid amounts on the ICONs, on the other hand; or (c) Make any guarantee payments with respect t...

Dividend Stopper. For so long as any Series A Convertible Preference Shares remain outstanding for any Dividend Period, unless all accrued and unpaid dividends for the immediately preceding Dividend Period on all outstanding Series A Convertible Preference Shares have been declared and paid in cash or declared and a sum sufficient for the cash payment thereof has been set aside: (i) no dividend shall be paid or declared on the Ordinary Shares or any other Junior Shares; and (ii) no Ordinary Shares or other Junior Shares shall be purchased, redeemed or otherwise acquired for consideration by the Company, directly or indirectly (except in the case of purchases, repurchases, redemptions or other acquisitions permitted under the Company’s equity incentive plans). If the Liquidation Preference of the Series A Convertible Preference Shares has been permanently increased with respect to any two dividend payments, whether or not consecutive, as described under Section 3(c), as of the date such second increase in Liquidation Preference of the Series A Convertible Preference Shares becomes permanent, the restrictions set forth in this Section 3(d) shall become permanent and remain in effect so long as any Series A Convertible Preference Shares remain outstanding.

Dividend Stopper. GET SA undertakes to the Issuer that for such times as there is Deferred Interest outstanding under any NRS, GET SA will not pay any dividend on any of its issued share capital.

Dividend Stopper. Unless the Company has paid all accrued and payable interest on the Notes, subject to certain exceptions, the Company will not (i) declare any dividends on its Dividend Restricted Shares (other than stock dividends on the Dividend Restricted Shares) or pay any interest on any of the Parity Indebtedness, (ii) redeem, purchase, or otherwise retire for value any Dividend Restricted Shares or Parity Indebtedness (unless such redemption, purchase or retirement for value is a Permitted Purchase), or (iii) make any payment to holders of any of the Dividend Restricted Shares or any of the Parity Indebtedness in respect of dividends not declared or paid on such Dividend Restricted Shares or interest not paid on such Parity Indebtedness.

Dividend Stopper. In the event any Distribution is not paid in full for any reason on any Periodic Distribution Date, it shall not:- (i) declare or pay any dividends, payments or other distributions in respect of, or (if permitted) repurchase or redeem, its ordinary shares, redeemable preference shares or any other securities of the Issuer ranking junior to the Junior Sukuk in terms of priority (or contribute any moneys to a sinking fund for the redemption of any such shares or securities); or (ii) declare or pay any payments or other distributions in respect of, or (if permitted) repurchase or redeem, any Parity Obligations (or contribute any moneys to a sinking fund for the redemption of any such obligations), in each case until it has paid Distribution (if any) in full.

Dividend Stopper. Borrower acknowledges and agrees that the Debt Yield for the trailing twelve (12) month period ending on May 31, 2009 is 7.1% (the “May 2009 Debt Yield”); it being hereby acknowledged and agreed that the calculation of the May 2009 Debt Yield shall serve solely as an example of how Debt Yield should be calculated by the parties from and after the date of the First Amendment, and the calculation of the May 2009 Debt Yield shall not in any way be, or be deemed to be, an acknowledgement or agreement as to how Debt Yield was and/or should have been calculated prior to the date of the First Amendment. Notwithstanding anything contained in this Agreement or any of the other Loan Documents, from and after the date of the First Amendment, Borrower shall not make any distributions, pay any dividends or make any loans to its partners, shareholders, members or affiliates unless the Debt Yield, as measured for the 12 month period ending as of the calendar quarter occurring immediately prior to the date of calculation (and calculated using an amount equal to the Principal Indebtedness at the end of such calendar quarter as the denominator), is at least fifteen percent (15%), provided however that, the foregoing shall not limit or restrict the payment of any Corporate Expenses set forth in the approved Annual Budget required to be paid to Affiliates of Borrower provided, that the aggregate amount of all Corporate Expenses does not exceed an amount per annum equal to the lesser of (x) 1.25% of the line item entitled “Net Revenues” reported in Borrower’s Statement of Operations (which reflects “Net Revenues” for a twelve (12) month period) or (y) $2,725,000 per

Dividend Stopper. From and after the Issuer’s written notice of their election to defer until the end of the related Deferral Period, neither Holdings nor any of its subsidiaries will be permitted to:

Dividend Stopper. The Issuer covenants that, if no Interest was paid when due and payable or in the event that Interest has been suspended in accordance with clause (v) of Section 2.8, the Issuer shall not recommend to its shareholders and, to the fullest extent permitted by applicable law, shall otherwise act to prevent, any action that would constitute a Restricted Payment Event until payments on the Securities have been resumed in full for an equivalent period of 12 months.