DIVIDENDS AND MANAGEMENT FEES. Except under the circumstances described in Schedule 7.6, Borrower will not declare or pay any dividends, purchase, redeem or otherwise acquire for value any of its outstanding stock, or return any capital of its stockholders, nor shall Borrower pay or become obligated to pay management fees or fees of a similar nature to any Person; provided, however, that so long as no Event of Default has occurred hereunder, Borrower may make any such dividends or purchase, redeem or otherwise acquire such outstanding stock, return any such capital, or pay any such management fees, so long as doing so would not violate any of the other terms and conditions of this Agreement.
DIVIDENDS AND MANAGEMENT FEES. Between the date of this Agreement and the Effective Date, Bucktail Bank shall only make, declare and pay its regular quarterly cash dividend in an amount not to exceed $100,000 per calendar quarter. Such regular quarterly cash dividend may only be paid to FNB and shall only be paid on the 15th day of the months of March, June, September and December. However, if the Effective Date occurs before the 15th day of either March, June, September or December, then the regular quarterly cash dividend shall be prorated for the calendar quarter. FNB shall not permit and Bucktail Bank shall not pay any management, service or other fees to FNB or its affiliates, (the "Service Charges to Affiliates") except that such fees may be paid so long as the monthly amount paid to FNB, or its affiliates, by Bucktail Bank does not exceed $49,000 per month. Such fee shall be prorated for the month in which the Effective Date occurs.
DIVIDENDS AND MANAGEMENT FEES. No Borrower shall, and no Borrower shall permit any of its Subsidiaries to, (i) make or commit itself to make any Distribution (other than stock dividends) to Holding at any time in excess of One Million Dollars ($1,000,000) per year and (x) dividends by the Borrowers in connection with the Merger on the Restatement Date and (y) dividends by the Borrowers to Holding to enable Holding to pay regularly scheduled interest payments under the Holding Senior Subordinated Indebtedness or (ii) pay or commit itself to pay any management fee to any Affiliate of such Borrower or its Subsidiaries at any time in excess of Five Hundred Thousand Dollars ($500,000) during any Fiscal Year of the Borrowers provided, however, that this provision shall not prohibit any Distribution from a direct or indirect Subsidiary of a Borrower to such Borrower or another Subsidiary of such Borrower, as the case may be. Further, except as provided in this Section 6.3(e), no Borrower shall, and no Borrower shall permit any of its Subsidiaries to, suffer or permit itself to be subject to any negative covenant in favor of a Person or Persons which limits such Borrower or its Subsidiaries ability to make any Distribution from a direct or indirect Subsidiary of a Borrower to such Borrower or another Subsidiary of such Borrower, as the case may be.
DIVIDENDS AND MANAGEMENT FEES. The Operating Company shall not pay, make nor declare any dividend or any management fees or other distributions to its shareholders, the Affiliated Companies, the Borrower or any other person, firm or partnership under the control of the Borrower or any subsidiary or holding company thereof in respect of the profits, assets or reserves of the Operating Company nor enter into any agreement for the same, unless the Operating Company is profitable as shown by the audited accounts of the Operating Company and such actions will not result in the Operating Company making or showing a loss. Nothing that is contained in the foregoing provision shall prohibit the Operating Company from repaying the principal and interest on any bona fide loans that are presently owed to , the Affiliated Companies, the Borrower or any other person, firm or partnership under the control of the Borrower or any subsidiary or holding company thereof.
DIVIDENDS AND MANAGEMENT FEES. Borrower will not declare or pay any dividends, purchase, redeem or otherwise acquire for value any of its outstanding stock, or return any capital of its stockholders, nor shall Borrower pay or become obligated to pay management fees or fees of a similar nature to any Person; provided, however, jthat so long as no Event of Default has occurred hereunder, Borrower may make any such dividends or purchase, redeem or otherwise acquire such outstanding stock, return any such capital, or pay any such management fees, so long as doing so would not violate any of the other terms and conditions of this Agreement.
DIVIDENDS AND MANAGEMENT FEES. 67 7.5 Limitation on Voluntary Payments and Modifications of Indebtedness..................... 67
DIVIDENDS AND MANAGEMENT FEES. (a) Declare or pay any dividends on, or make any distribution with respect to, the shares of any class of their Capital Stock, or purchase, redeem, acquire, defease or retire any shares of their Capital Stock, or take any action having an effect equivalent to the foregoing except that any Subsidiary of Borrower may declare and pay dividends to Borrower, and the Borrower may make payments on Subordinated Obligations if such payments are permitted at that time under the governing Subordination Agreement;
DIVIDENDS AND MANAGEMENT FEES. (a) The Bank shall not declare or pay any dividends without the prior written approval of the Reserve Bank, the Comptroller, and the Director.
DIVIDENDS AND MANAGEMENT FEES. The Board will not declare, and the Bank will not pay, any dividend for the purpose of funding common stock dividends to the shareholders of West Bancorporation, Inc. without prior written consent of the Supervisory Authorities. This paragraph shall not prevent the Board from declaring and the Bank paying dividends to West Bancorporation, Inc. without prior regulatory approval for the following purposes and upon the following conditions: · Said dividends shall only be for the purposes of funding West Bancorporation, Inc.’s existing obligations under its TARP preferred stock and trust preferred securities and to pay its normal and ordinary expenses, · Said dividends must be funded by net income from the immediately preceding quarter, and · Said dividends can not be paid if that would cause the Bank to become in violation of any other provision of this Memorandum. The Board will not declare, and the Bank will not pay, any management fees without prior written consent of the Supervisory Authorities.
DIVIDENDS AND MANAGEMENT FEES. No Borrower shall, and no Borrower shall permit any of its Subsidiaries to make or commit itself to make any Distribution, loan or advance to Holding or pay any management fee to Holding at any time other than (i) any stock dividend, stock split or other equity distribution payable only in capital stock or other equity, (ii) any Distribution for purposes of repurchasing equity up to a maximum of One Million Dollars ($1,000,000) per year, (iii) Distributions to be used to compensate officers of Holding, up to a maximum of Two Million Dollars ($2,000,000) per year, (iv) a one time Distribution in the amount of Twenty-Five Million Dollars ($25,000,000) to pay dividends to the Class L common stockholders of ERICO Global Company, to be made from the proceeds of the 144(a) Offering on or about the Second Amendment Closing Date; (v) any Distribution to Holding for purposes of paying the tax liabilities of Holding, up to a maximum of Two Hundred Fifty Thousand Dollars ($250,000) per year, and (vi) any Distribution to Holding for payment of tax liabilities solely relating to and in an amount equal to Holding's liabilities for the consolidated taxes of International and its Subsidiaries; (vii) any Distribution in connection with the Merger on the Restatement Date; or (viii) any Distribution, loan, management fees or advances to Holding in an aggregate amount for International and all of its Subsidiaries of no more than One Million Dollars ($1,000,000) per Fiscal Year in order to permit Holding to pay ordinary operating expenses (other than officer compensation) of Holding; provided, however, that this Section 6.3(e) shall not prohibit any Distribution from a direct or indirect Subsidiary of a Borrower to such Borrower or another Subsidiary of such Borrower, as the case may be, and any of the foregoing Distributions (other than pursuant to subparts (vi) and (viii)) to Holding may only be made if no Potential Default or Event of Default has occurred and is continuing or, after giving effect to such Distribution, would occur. Further, except as provided in this Section 6.3(e), no Borrower shall, and no Borrower shall permit any of its Subsidiaries to, suffer or permit itself to be subject to any negative covenant in favor of a Person or Persons which limits such Borrower or its Subsidiaries ability to make any Distribution from a direct or indirect Subsidiary of a Borrower to such Borrower or another Subsidiary of such Borrower, as the case may be.
