Common use of Dividends and Other Cash Distributions Clause in Contracts

Dividends and Other Cash Distributions. The Borrower will not, in any one fiscal year, without the prior approval in writing of the Lender (a) declare or pay any dividends or make any other distribution to its members with respect to its membership interests; (b) purchase or redeem or retire any of its membership interests; or (c) pay any management fees other than those being paid pursuant to the Services Agreement or pay any increase in management fees, unless with respect to any of the foregoing (after giving effect to such transaction) (1) (a) Borrower maintains a Current Ratio of not less than 1.25; and (b) Borrower meets the Minimum Net Worth Test -or- (2) (a) Borrower maintains a Current Ratio of not less than 1.25; (b) Borrower maintains a minimum Net Worth to total assets of not less than twenty-five percent (25%) and (c) the payment of such dividend, the making of such distribution, or the purchase, redemption or retirement of such membership interests, individually or in the aggregate, does not exceed twenty-five percent (25%) of the prior fiscal year-end Cash Margins in any one fiscal year. Notwithstanding the foregoing, in no event may the Borrower make such a distribution or payment (i) while the guaranty from the Vendor Guarantor is in effect, or (ii) when there is unpaid any due installment of principal and/or interest on the Note or if the Borrower is otherwise in material default of any provision of this Agreement or would be in material default hereunder as a result of such distribution or payment. Further notwithstanding the foregoing, and notwithstanding anything to the contrary contained in the Services Agreement, upon the occurrence of an Event of Default hereunder which has not been cured within any applicable grace period, Lender may, at its option, (i) restrict payments under the Services Agreement by Bright PCS to Borrower to cost-based reimbursements upon five (5) days written notice to Borrower and Bright PCS, or (ii) terminate the Services Agreement upon thirty (30) days written notice to Bright PCS.

Dividends and Other Cash Distributions. The Borrower will not, in any one fiscal calendar year, without the prior approval in writing of the Lender (ai) declare or pay any dividends or make any other distribution to its members with respect to its membership interests; (bii) purchase or redeem or retire any of its membership interests; or (ciii) pay any increase the management fees other than those being paid pursuant to fee factor above the Services Agreement or pay any increase management fee factor contained in management feesthe Gallatin River Communications, LLC and Madison River Communications, Inc. Financial Model dated March 15, 1998, unless with respect to any of the foregoing (after giving effect to such transaction) (1) Borrower: (a) Borrower maintains a Current Ratio of not less than 1.25; and , (b) Borrower meets the Minimum Net Worth Test -or- (2) (a) Borrower maintains a Current Ratio of not less than 1.25; (b) Borrower maintains a minimum Net Worth to total assets of not less than twenty-five percent (25%) Test, and (c) the payment of such dividend, the making of such distribution, or the purchase, redemption or retirement of such membership interests, individually or in the aggregate, does not exceed twenty-five fifty percent (2550%) of the prior fiscal year-end Cash Margins in any one fiscal calendar year. Notwithstanding anything to the foregoingcontrary in the first paragraph of this Section, Borrower will be permitted to make dividend payments to its member- owner ("Member") without prior written approval for the purpose of funding the Member's income tax liability on its earnings ("Tax Dividends") provided that (i) the Tax Dividends and all other dividends and distributions made pursuant to this Section, in the aggregate, do not exceed 50% of the Borrower's prevailing fiscal year-to-date consolidated net income, and (ii) the Borrower maintains a Current Ratio of 1.25 after giving effect to all such payments. Notwithstanding anything to the contrary herein, Borrower may make distributions or payments to an affiliated entity ("Affiliate") provided that: (i) Lender shall have a priority first lien on all of the Affiliate's assets and revenues and/or a pledge of all of the Affiliates outstanding equity interests, and (ii) the Affiliate shall be subject to covenants with Lender which are substantially similar to those included in Sections 6 and 7 herein. In no event may the Borrower make such a distribution any distributions or payment (i) while the guaranty from the Vendor Guarantor is in effect, or (ii) payments pursuant to this Section when there is unpaid any due installment of principal and/or interest on the Note or if the Borrower is otherwise in material default of any provision of this Agreement or would be in material default hereunder as a result of such distribution or payment. Further notwithstanding the foregoing, and notwithstanding anything to the contrary contained in the Services Agreement, upon the occurrence of an Event of Default hereunder which has not been cured within any applicable grace period, Lender may, at its option, (i) restrict payments under the Services Agreement by Bright PCS to Borrower to cost-based reimbursements upon five (5) days written notice to Borrower and Bright PCS, or (ii) terminate the Services Agreement upon thirty (30) days written notice to Bright PCS.

Dividends and Other Cash Distributions. The Borrower will not, in In any one fiscal calendar year, without the prior approval in writing written consent of the Lender Lender: (a) declare or pay any dividends or make any other distribution distributions to its stockholders, members or partners with respect to its capital stock, membership interests or partnership interests; (b) purchase or purchase, redeem or retire any of its capital stock, membership interests or partnership interests; (c) make any cash principal or cash interest payments on account of any subordinated or junior lien debt, or (cd) pay any management fees other than those being paid pursuant or if already paying a management fee that has been disclosed and agreed to by the Services Agreement or Lender prior to closing, pay any an increase in such management feesfees (collectively, unless with respect to any of the foregoing (“Restricted Payments”), unless, on a pro forma basis immediately after giving effect to such transactionRestricted Payment as if it was made on the last day of the most recently ended calendar month, (i) (1) (a) Borrower maintains a Current the Fixed Charge Coverage Ratio of shall not be less than 1.25; 1.00 to 1.00 as of the last day of the most recently ended calendar month and (b) Borrower meets the Minimum Net Worth Test -or- (2) (a) Borrower maintains a Current Ratio of not less than 1.25; (b) Borrower maintains a minimum Net Worth to total assets of not less than twenty-five percent (25%) and (cii) the payment of Borrowers shall be in compliance with the financial covenant in Section 6.04 as if such dividend, the making of such distribution, or the purchase, redemption or retirement of such membership interests, individually or in the aggregate, does not exceed twenty-five percent (25%) covenant applied as of the prior fiscal year-end Cash Margins in any one fiscal yearlast day of the most recently ended calendar month. Notwithstanding the foregoing, in In no event may Holdings make any Restricted Payment when any Event of Default shall have occurred and be continuing at the Borrower make such a distribution or payment (i) while the guaranty from the Vendor Guarantor is in effect, or (ii) when there is unpaid any due installment of principal and/or interest on the Note or if the Borrower is otherwise in material default time of any provision of this Agreement such Restricted Payment or would be in material default hereunder occur immediately after giving effect thereto as a result of such distribution Restricted Payment. Notwithstanding the forgoing, (A) any direct or payment. Further notwithstanding indirect wholly- owned Subsidiary of the foregoing, and notwithstanding anything Borrowers may make Restricted Payments to the contrary contained Borrowers or another wholly-owned Subsidiary of the Borrowers that is a Loan Party, (B) any direct or indirect Subsidiary of the Borrowers may make, declare, order or pay pro rata cash dividends or distributions and (iii) a Borrower or any direct or indirect Subsidiary of a Borrower may make dividends or distributions in the Services Agreement, upon the occurrence form of an Event Equity Interests of Default hereunder which has not been cured within any applicable grace period, Lender may, at its option, (i) restrict payments under the Services Agreement by Bright PCS to Borrower to cost-based reimbursements upon five (5) days written notice to Borrower and Bright PCS, or (ii) terminate the Services Agreement upon thirty (30) days written notice to Bright PCSsuch Person.

Dividends and Other Cash Distributions. The Borrower will not, in any one fiscal year, without the prior approval in writing of the Lender (a) declare or pay any dividends or make any other distribution to its members with respect to its membership interests; (b) purchase or redeem or retire any of its membership interests; or (c) pay any management fees other than those being paid pursuant to the Services Agreement or pay any increase in management fees, unless with respect to any of the foregoing (after giving effect to such transaction) (1) (a) Borrower maintains a Current Ratio of not less than 1.25; and (b) Borrower meets the Minimum Net Worth Test -or- (2) (a) Borrower maintains a Current Ratio of not less than 1.25; (b) Borrower maintains a minimum Net Worth to total assets of not less than twenty-five percent (25%) and (c) the payment of such dividend, the making of such distribution, or the purchase, redemption or retirement of such membership interests, individually or in the aggregate, does not exceed twenty-five percent (25%) of the prior fiscal year-end Cash Margins in any one fiscal year. Notwithstanding the foregoing, in no event may the Borrower make such a distribution or payment (i) while the guaranty from the Vendor Guarantor is in effect, or (ii) when there is unpaid any due installment of principal and/or interest on the Note or if the Borrower is otherwise in material default of any provision of this Agreement or would be in material default hereunder as a result of such distribution or payment. Further notwithstanding the foregoing, and notwithstanding anything to the contrary contained in the Services Agreement, upon the occurrence of an Event of Default hereunder which has not been cured within any applicable grace period, Lender may, at its option, (i) restrict payments under the Services Agreement by Bright PCS Borrower to Borrower Horizon to cost-based reimbursements upon five (5) days written notice to Borrower and Bright PCSHorizon, or (ii) terminate the Services Agreement upon thirty (30) days written notice to Bright PCSHorizon.