Common use of Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay Dividends Clause in Contracts

Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay Dividends. (a) Other than the payment for Shares in the Merger (including Shares with respect to which appraisal rights shall be exercised) and payments required by the Merger Agreement in respect of options covering Shares, declare or pay, directly or indirectly, any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any shares of its capital stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary to purchase or acquire) any shares of any class of its capital stock or set aside any amount for any such purpose; provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions to the Borrower or any wholly owned Subsidiary that is a Guarantor, (ii) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, the Borrower may repurchase stock or options from former directors, former officers and former employees (or their legal representatives) in the ordinary cause of business in accordance with any duly instituted stock option plan, (iii) the Borrower may perform its obligations under the agreements referred to in Section 6.07(d) and (iv) after December 30, 1995, the Borrower may declare and pay dividends with respect to its common stock if (A) at the time thereof and immediately after giving effect thereto, no Event of Default or Default shall have occurred and be continuing, (B) at the time thereof and after giving effect to any Indebtedness to be incurred in connection therewith, the Leverage Ratio shall not be greater than 2.5 to 1.0 and (C) after giving effect thereto, the aggregate amount of all such dividends since December 31, 1995, shall not exceed 25% of Net Income for the period from and including October 1, 1995, to and including the last day of the most recent complete fiscal quarter.

Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay Dividends. (a) Other than the payment for Shares in the Merger (including Shares with respect to which appraisal rights shall be exercised) and payments required by the Merger Agreement in respect of options covering Shares, declare Declare or pay, directly or indirectly, any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any shares of its capital stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary to purchase or acquire) any shares of any class of its capital stock or set aside any amount for any such purpose; provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably with respect to the Borrower or any wholly owned Subsidiary that is a Guarantor, its capital stock and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, the Borrower may repurchase stock or options from former directors, former officers and former employees (or their legal representatives) in the ordinary cause of business in accordance with any duly instituted stock option plan, (iii) the Borrower may perform its obligations under the agreements referred to in Section 6.07(d) and (iv) after December 30, 1995, the Borrower may declare and pay dividends with respect to on, and redeem and repurchase its common stock if capital stock, provided that all of the following conditions are satisfied: (A) at the time thereof of such dividend, redemption or purchase and immediately after giving effect thereto, no Default or Event of Default or Default shall have has occurred and be continuing, is continuing or would arise as a result thereof; (B) at the time thereof amount of all dividends, redemptions and purchases made pursuant to this clause (ii) together with all distributions and payments made pursuant to Section 6.09(b)(i), during the term of this Agreement shall not exceed $25,000,000, and (c) on a pro forma basis and after giving effect to any Indebtedness such payment and all other payments pursuant to be incurred in connection therewith, the Leverage Ratio shall not be greater than 2.5 to 1.0 this clause (a) and (CSection 6.09(b)(i) made after giving effect thereto, the aggregate amount of all such dividends since December 31, 1995, shall not exceed 25% of Net Income for the period from and including October 1, 1995, to and including the last day of the most recent complete fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or (b), as applicable, as if such payments were made in the four-fiscal-quarter period ending on such last day of such fiscal quarter, the Consolidated Leverage Ratio as of the end of such four-fiscal-quarter period shall be less than 3.85 to 1.00 and provided further that the Borrower may at any time pay dividends with respect to its capital stock solely in additional shares of its capital stock.

Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay Dividends. (a) Other than the payment for Shares in the Merger (including Shares with respect to which appraisal rights shall be exercised) The Borrower will not, and payments required by the Merger Agreement in respect will not cause or permit any of options covering Sharesits Restricted Subsidiaries to, declare or pay, directly or indirectly, any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any shares of its capital stock Capital Stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Restricted Subsidiary of the Borrower to purchase or acquire) any shares of any class of its capital stock Capital Stock or set aside any amount for any such purposepurpose (each, a "Restricted Payment"); provided, however, that (ia) any Restricted Subsidiary may declare and pay dividends or make other distributions to the Borrower or any wholly owned Subsidiary that is a Guarantor, (ii) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, the Borrower may repurchase stock or options from former directors, former officers and former employees (or their legal representatives) in the ordinary cause of business in accordance with any duly instituted stock option plan, (iii) the Borrower may perform its obligations under the agreements referred to in Section 6.07(d) and (iv) after December 30, 1995, the Borrower may declare and pay dividends with respect any Restricted Payment to its common stock if another Wholly Owned Subsidiary that is also a Restricted Subsidiary or to the Borrower, (Ab) at the time thereof so long as there exists no Default or Event of Default both before and immediately after giving effect theretoto such Restricted Payment, no Event the Borrower may make redemptions or repurchases of Default its Capital Stock in connection with employee stock options upon termination of such employment, for an aggregate amount of consideration paid from and after the date hereof of up to $10,000,000, in connection with any employee stock option or Default shall have occurred and be continuingincentive plans, (Bc) at until the later of (i) January 1, 1999 and (ii) such time thereof as the Leverage Ratio is less than 2.50 to 1.00 for three consecutive months and after giving effect to any Indebtedness proposed Restricted Payment, and so long as in each case there exists no Default or Event of Default both before and after giving effect to be incurred such Restricted Payment, the Borrower may make Restricted Payments which, in connection therewiththe aggregate for all such Restricted Payments over the term of this Agreement, do not exceed the sum of (A) $10,000,000 plus (B) Free Cash Flow over the term of this Agreement, and (d) after the later of (i) January 1, 1999 and (ii) such time as the Leverage Ratio shall not be greater is less than 2.5 2.50 to 1.0 1.00 for three consecutive months and (C) after giving effect theretoto any proposed Restricted Payment, and so long as in each case there exists no Default or Event of Default both before and after giving effect to such Restricted Payment, the aggregate amount of all such dividends since December 31, 1995, shall not exceed 25% of Net Income for the period from and including October 1, 1995, to and including the last day of the most recent complete fiscal quarterBorrower may make Restricted Payments.

Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay Dividends. (a) Other than The Borrower will not, and will not cause or permit any of the payment for Shares in the Merger (including Shares with respect to which appraisal rights shall be exercised) and payments required by the Merger Agreement in respect of options covering SharesRestricted Subsidiaries to, declare or pay, directly or indirectly, any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any shares or other units of its capital stock Capital Stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Restricted Subsidiary to purchase or acquire) any shares or other units of any class of its capital stock Capital Stock or set aside any amount for any such purposepurpose (each a "Restricted Payment"); provided, however, that (ia) any Restricted Subsidiary may declare and pay dividends or make other distributions any Restricted Payment to the Borrower or any wholly owned another Wholly-Owned Subsidiary that is also a GuarantorRestricted Subsidiary or to the Borrower, (b) so long as there exists no Default or Event of Default both before and after giving effect to such Restricted Payment, the Borrower may make redemptions or repurchases of its Capital Stock in connection with employee stock options or incentives upon termination of such employment, for an aggregate amount of consideration paid from and after the Restatement Effective Date of up to $10,000,000, in connection with any employee stock option or incentive plans, (c) until the later of (i) January 1, 2004 and (ii) such time as the Leverage Ratio is less than 2.50 to 1.00 for three consecutive months and after giving effect to any proposed Restricted Payment, and so long as in each case there exists no Default or Event of Default both before and after giving effect to such Restricted Payment, the Borrower may make Restricted Payments which, in the aggregate for all such Restricted Payments since the Restatement Effective Date, do not exceed the sum of (A) $10,000,000 plus (B) Free Cash Flow since the Restatement Effective Date, (d) after the later of (i) January 1, 2004, and (ii) such time as the Leverage Ratio is less than 2.50 to 1.00 for three consecutive months and after giving effect to any proposed Restricted Payment, and so long as in each case there exists no Default or Event of Default both before and after giving effect to such Restricted Payment, the Borrower may make Restricted Payments, (e) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, the Borrower may repurchase stock or options from former directorsredeem its Cumulative Redeemable Preferred Stock, former officers and former employees (or their legal representatives) in Series B, issued pursuant to the ordinary cause Certificate of business in accordance with any duly instituted stock option planDesignations adopted March 5, (iii) the Borrower may perform its obligations under the agreements referred 2001 for an aggregate consideration of up to in Section 6.07(d) $15,000,000 and (ivf) after December 30, 1995, the Borrower may declare and pay dividends with respect to its common stock if (A) at the time thereof and immediately after giving effect thereto, so long as there exists no Default or Event of Default or Default shall have occurred and be continuing, (B) at the time thereof both before and after giving effect to any Indebtedness to be incurred such Restricted Payments, the Borrower may make Restricted Payments in connection therewithwith the consummation of the first (and no other) merger or consolidation permitted pursuant to Section 6.5(a)(iii), provided, that any Restricted Payments permitted under this clause (f) shall be funded solely with the proceeds of Permitted Liberty Subordinated Debt or additional cash contributions of equity made to the Borrower by Liberty Media Corporation or one or more of its subsidiaries (other than the Borrower and its subsidiaries) and, provided further that, prior to making any Restricted Payment permitted by clauses (c) or (e) above, the Leverage Ratio Administrative Agent shall not be greater have received a certificate of a Financial Officer of the Borrower attaching financial projections, in form and substance satisfactory to the Administrative Agent, demonstrating compliance by the Borrower, on a quarterly basis through the Maturity Date, with Sections 6.9, 6.10 and 6.12 and with Section 2.5(b). For the purpose of determining compliance with this Section 6.6, in the event that a Restricted Payment meets the criteria of more than 2.5 to 1.0 and (C) after giving effect theretoone of the clauses set forth above, the aggregate Borrower, in its discretion, may classify such Restricted Payment or any portion thereof under a specific clause and only be required to include such amount of all in such dividends since December 31, 1995, shall not exceed 25% of Net Income for the period from and including October 1, 1995, to and including the last day of the most recent complete fiscal quarterclause.

Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay Dividends. (a) Other than the payment for Shares in the Merger (including Shares with respect to which appraisal rights shall be exercised) The Borrower will not, and payments required by the Merger Agreement in respect will not cause or permit any of options covering Sharesits Subsidiaries to, declare or pay, directly or indirectly, any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any shares of its capital stock Capital Stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary of the Borrower to purchase or acquire) any shares of any class of its capital stock Capital Stock or set aside any amount for any such purpose; providedPROVIDED, howeverHOWEVER, that (i) any Subsidiary of the Borrower may declare and pay dividends or make other distributions to another Wholly Owned Subsidiary or to the Borrower or any wholly owned Subsidiary that is a GuarantorBorrower, (ii) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, the Borrower may repurchase declare and pay dividends or make other distributions that consist solely of common stock or options from former directors, former officers and former employees (or their legal representatives) in of the ordinary cause of business in accordance with any duly instituted stock option planBorrower, (iii) the Borrower may perform make redemptions or repurchases of its obligations under Capital Stock in connection with employee stock options upon termination of such employment, for an aggregate amount of consideration paid from and after the agreements referred date hereof of up to $10,000,000, in Section 6.07(d) and connection with any employee stock option or incentive plans, (iv) after December 30, 1995, the Borrower may declare make dividends of Preferred Stock in accordance with the terms and pay dividends with respect to its common stock if provisions of Section 6.01(g) hereof, and (Av) at the time thereof and immediately after giving effect thereto, so long as there exists no Default or Event of Default or Default shall have occurred and be continuing, (B) at the time thereof both before and after giving effect to any Indebtedness such distribution, distributions by Ascent Arena Company, LLC to be incurred its member that is not the Borrower or its Subsidiary in connection therewith, accordance with the Leverage Ratio shall not be greater than 2.5 to 1.0 and (C) after giving effect thereto, the aggregate amount of all such dividends since December 31, 1995, shall not exceed 25% of Net Income for the period from and including October 1, 1995, to and including the last day of the most recent complete fiscal quarterArena Operating Agreement.

Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay Dividends. (a) Other than the payment for Shares in the Merger (including Shares with respect to which appraisal rights shall be exercised) and payments required by the Merger Agreement in respect of options covering Shares, declare Declare or pay, directly or indirectly, any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any shares of its capital stock Capital Stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary to purchase or acquire) any shares of any class of its capital stock Capital Stock or set aside any amount for any such purpose; provided, however, that (i) any Subsidiary may declare and pay dividends or make other pro rata distributions to the Borrower or any wholly owned Subsidiary that is a GuarantorBorrower, (ii) the Borrower and the applicable Subsidiaries may complete the Connector Purchase and the Xxxxxxx Purchase, (iii) prior to the completion of the Xxxxxxx Purchase, Xxxxxxx may declare and pay dividends and make other distributions with respect to its Capital Stock to Xxxxxxx Management, (iv) the Borrower may repurchase its common stock for aggregate consideration not in excess of $10,000,000 in any fiscal year or $25,000,000 for all such purchases after the date hereof and (v) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, the Borrower may repurchase stock or options from former directors, former officers and former employees (or their legal representatives) in the ordinary cause course of business in accordance with any duly instituted stock option plan, (iii) the Borrower may perform its obligations under the agreements referred to in Section 6.07(d) and (iv) after December 30, 1995, the Borrower may declare and pay dividends with respect to its common stock if (A) at the time thereof and immediately after giving effect thereto, no Event of Default or Default shall have occurred and be continuing, (B) at the time thereof and after giving effect to any Indebtedness to be incurred in connection therewith, the Leverage Ratio shall not be greater than 2.5 to 1.0 and (C) after giving effect thereto, the aggregate amount of all such dividends since December 31, 1995, shall not exceed 25% of Net Income for the period from and including October 1, 1995, to and including the last day of the most recent complete fiscal quarter.

Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay Dividends. (a) Other than the payment for Shares in the Merger (including Shares with respect to which appraisal rights shall be exercised) The Borrower will not, and payments required by the Merger Agreement in respect will not cause or permit any of options covering Sharesits Restricted Subsidiaries to, declare or pay, directly or indirectly, any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any shares of its capital stock Capital Stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Restricted Subsidiary of the Borrower to purchase or acquire) any shares of any class of its capital stock Capital Stock or set aside any amount for any such purposepurpose (each, a "RESTRICTED PAYMENT"); provided, however, that (ia) any Restricted Subsidiary may declare and pay dividends or make other distributions to the Borrower or any wholly owned Subsidiary that is a Guarantor, (ii) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, the Borrower may repurchase stock or options from former directors, former officers and former employees (or their legal representatives) in the ordinary cause of business in accordance with any duly instituted stock option plan, (iii) the Borrower may perform its obligations under the agreements referred to in Section 6.07(d) and (iv) after December 30, 1995, the Borrower may declare and pay dividends with respect any Restricted Payment to its common stock if another Wholly Owned Subsidiary that is also a Restricted Subsidiary or to the Borrower, (Ab) at the time thereof so long as there exists no Default or Event of Default both before and immediately after giving effect theretoto such Restricted Payment, no Event the Borrower may make redemptions or repurchases of Default its Capital Stock in connection with employee stock options upon termination of such employment, for an aggregate amount of consideration paid from and after the date hereof of up to $10,000,000, in connection with any employee stock option or Default shall have occurred and be continuingincentive plans, (Bc) at until the later of (i) January 1, 1999 and (ii) such time thereof as the Leverage Ratio is less than 2.50 to 1.00 for three consecutive months and after giving effect to any Indebtedness proposed Restricted Payment, and so long as in each case there exists no Default or Event of Default both before and after giving effect to be incurred such Restricted Payment, the Borrower may make Restricted Payments which, in connection therewiththe aggregate for all such Restricted Payments over the term of this Agreement, do not exceed the sum of (A) $10,000,000 plus (B) Free Cash Flow over the term of this Agreement, and (d) after the later of (i) January 1, 1999 and (ii) such time as the Leverage Ratio shall not be greater is less than 2.5 2.50 to 1.0 1.00 for three consecutive months and (C) after giving effect theretoto any proposed Restricted Payment, and so long as in each case there exists no Default or Event of Default both before and after giving effect to such Restricted Payment, the aggregate amount of all such dividends since December 31, 1995, shall not exceed 25% of Net Income for the period from and including October 1, 1995, to and including the last day of the most recent complete fiscal quarterBorrower may make Restricted Payments.

Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay Dividends. (a) Other than The Borrower will not, and will not cause or permit any of the payment for Shares in the Merger (including Shares with respect to which appraisal rights shall be exercised) and payments required by the Merger Agreement in respect of options covering SharesRestricted Subsidiaries to, declare or pay, directly or indirectly, any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any shares or other units of its capital stock Capital Stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Restricted Subsidiary to purchase or acquire) any shares or other units of any class of its capital stock Capital Stock or set aside any amount for any such purposepurpose (each a "Restricted Payment"); provided, however, that (ia) any Restricted Subsidiary may declare and pay dividends or make other distributions any Restricted Payment to the Borrower or any wholly owned another Wholly-Owned Subsidiary that is also a GuarantorRestricted Subsidiary or to the Borrower, (iib) if at the time thereof so long as there exists no Default or Event of Default both before and immediately after giving effect thereto no Event of Default shall have occurred and be continuingto such Restricted Payment, the Borrower may repurchase make redemptions or repurchases of its Capital Stock in connection with employee stock options or options incentives upon termination of such employment, for an aggregate amount of consideration paid from former directorsand after the date hereof of up to $10,000,000, former officers and former employees (or their legal representatives) in the ordinary cause of business in accordance connection with any duly instituted employee stock option planor incentive plans, (iiic) until the Borrower may perform its obligations under the agreements referred to in Section 6.07(dlater of (i) January 1, 2003 and (ivii) after December 30, 1995, such time as the Borrower may declare and pay dividends with respect Leverage Ratio is less than 2.50 to its common stock if (A) at the time thereof and immediately after giving effect thereto, no Event of Default or Default shall have occurred and be continuing, (B) at the time thereof 1.00 for three consecutive months and after giving effect to any Indebtedness proposed Restricted Payment, and so long as in each case there exists no Default or Event of Default both before and after giving effect to be incurred such Restricted Payment, the Borrower may make Restricted Payments which, in connection therewiththe aggregate for all such Restricted Payments over the term of this Agreement, do not exceed the sum of (A) $10,000,000 plus (B) Free Cash Flow over the term of this Agreement, and (d) after the later of (i) January 1, 2003, and (ii) such time as the Leverage Ratio shall not be greater is less than 2.5 2.50 to 1.0 1.00 for three consecutive months and (C) after giving effect theretoto any proposed Restricted Payment, and so long as in each case there exists no Default or Event of Default both before and after giving effect to such Restricted Payment, the aggregate amount of all such dividends since December 31, 1995, shall not exceed 25% of Net Income for the period from and including October 1, 1995, to and including the last day of the most recent complete fiscal quarterBorrower may make Restricted Payments.

Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay Dividends. (a) Other than the payment for Shares in the Merger (including Shares with respect to which appraisal rights shall be exercised) and payments required by the Merger Agreement in respect of options covering Shares, declare Declare or pay, directly or indirectly, any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any shares of its capital stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary to purchase or acquire) any shares of any class of its capital stock or set aside any amount for any such purpose; provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions to the Borrower or any wholly owned Subsidiary that of which it is a Guarantor, Subsidiary and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, the Borrower Terex may repurchase stock or options from former directors, former officers and former employees (or their legal representatives) in the ordinary cause of business in accordance with any duly instituted stock option plan, (iii) the Borrower may perform its obligations under the agreements referred to in Section 6.07(d) and (iv) after December 30, 1995, the Borrower may declare and pay dividends with respect to on, and redeem and repurchase its common stock if capital stock, provided that all of the following conditions are satisfied: (A) at the time thereof of such dividend, redemption or purchase and immediately after giving effect thereto, no Default or Event of Default or Default shall have has occurred and be continuing, is continuing or would arise as a result thereof; (B) at the time thereof amount of all dividends, redemptions and purchases made pursuant to this clause (ii) together with all distributions and payments made pursuant to Section 6.09(b)(i), during the term of this Agreement shall not exceed $25,000,000, and (c) on a pro forma basis and after giving effect to any Indebtedness such payment and all other payments pursuant to be incurred in connection therewith, the Leverage Ratio shall not be greater than 2.5 to 1.0 this clause (a) and (CSection 6.09(b)(i) made after giving effect thereto, the aggregate amount of all such dividends since December 31, 1995, shall not exceed 25% of Net Income for the period from and including October 1, 1995, to and including the last day of the most recent complete fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or (b), as applicable, as if such payments were made in the four-fiscal-quarter period ending on such last day of such fiscal quarter, the Consolidated Leverage Ratio as of the end of such four- fiscal-quarter period shall be less than 3.85 to 1.00 and provided further that Terex may at any time pay dividends with respect to its capital stock solely in additional shares of its capital stock.