Dividends and Payments. Neither the Company, the Guarantor nor CMI shall declare or pay on, or make any distribution to the holders of any shares of capital stock of the Company, the Guarantor or CMI of any class, or purchase, redeem or otherwise acquire for consideration any shares of capital stock of the Company, the Guarantor or CMI of any class; provided, however, that nothing contained in this Section 9.18 shall be construed to prevent any payments expressly permitted under Section 9.17 hereof.
Dividends and Payments. The Company may not:
(a) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution), whether in cash or in kind, on or in respect of any of its share capital;
(b) repay or distribute any dividend or share premium reserve; or
(c) pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of any of its shareholders, or
(d) make or allow any member of the Group to make any other payment whatsoever to Enodis plc other than payments to be made on Closing which are provided for in the Structure Memorandum. Provided that the foregoing will not restrict:
(A) any payment of Required Payments;
(B) any payment of any Permitted Distribution where (but only where) no Material Event of Default has occurred and is continuing;
(C) any payment of any Permitted Additional Dividend where (but only where) no Default has occurred and is continuing;
(D) any payment of any Subordinated Loan Servicing Payments where (but only where) (i) no Default under Clause 24.2 (Non-payment) has occurred and is continuing, and (ii) no Event of Default under any of Clauses 24.6 (Insolvency), 24.7 (Insolvency proceedings) or 24.8 (United States Bankruptcy Laws) has occurred and is continuing, and (iii) no Loan Payment Blocking Period (as defined in the Subordination Agreement) is then in effect, in each case at the date of declaration or payment.
Dividends and Payments. The Personal Guarantor shall not be entitled to receive any dividends, distributions, stock splits, options, warrants, phantom stock or other form of remuneration paid to, on account of or on behalf of an owner or holder of the Pledged Shares (collectively "Distributions"), without the prior written consent of the Lender. If, following Lender's written consent, Distributions are paid to the Personal Guarantor, upon an Event of Default all subsequent Distributions during a continuing Event of Default shall be paid to Lender, and Borrower shall agree to pay to Lender all Distributions during a continuing Event of Default. If Distributions are to be paid to Lender and the Personal Guarantor receives a Distribution, prior to or following an Event of Default, the Personal Guarantor shall segregate such Distribution and not commingle it with his other assets, hold such Distribution in trust for the benefit of Lender and immediately transfer and turnover such Distribution to Lender.
Dividends and Payments. FSG shall not declare or pay any dividends without the prior written approval of the Reserve Bank and the Director of the Division of Banking Supervision and Regulation of the Board of Governors.
Dividends and Payments. (a) The Company shall not, and shall not suffer or permit any of its Subsidiaries to, declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of its capital stock, or purchase, redeem, or otherwise acquire for value any shares of its capital stock or any warrants, rights or options to acquire such shares, now or hereafter outstanding, except that the Company may:
(i) declare and make (A) the Distribution, or (B) dividend payments or other distributions payable solely in shares of its common stock (and, solely in respect of fractional shares, cash of a de minimis amount) or (C) pursuant to the terms of a shareholder rights agreement approved by the Company’s board of directors, distributions on a ratable basis to all then-existing common stock shareholders payable solely in shares of preferred stock of the Company, or rights or options to acquire additional shares of its common stock upon the occurrence of certain events, and provided there exists no Default or Event of Default, cash payments by the Company upon the redemption or purchase by the Company of such rights or options, not exceeding in the aggregate for all such payments from and after the Closing Date, $200,000;
(ii) purchase, redeem or otherwise acquire shares of its common stock, or warrants or options to acquire any such shares, at any time, out of (and in the aggregate amount not exceeding) Aggregate Distributable Income, plus all Compensation Equity Issuance Proceeds ; provided, however, that immediately after giving effect to any such purchase, redemption or other acquisition there exists no Default or Event of Default;
(iii) make payments in the Ordinary Course of Business in connection with its Pension Plan or in connection with the employment, termination or compensation of its employees, officers or directors; and
(iv) from and after that date on which the Company’s 2002 year end financial statements are received by the Note Holders pursuant to Section 6.01, declare or pay cash dividends to its stockholders out of (and in an aggregate amount not exceeding) Aggregate Distributable Income, plus all Compensation Equity Issuance Proceeds ; provided, however, that immediately after giving effect to any such proposed declaration or payment there exists no Default or Event of Default.
(b) The Company shall not suffer or permit any Subsidiary of the Company (other than New Ceridian) to grant...
Dividends and Payments. The Companies and the Bank shall not declare or pay any dividends without the prior written approval of the Reserve Bank and the Director of the Division of Banking Supervision and Regulation of the Board of Governors.[pagebreak]
Dividends and Payments. During the term of this Agreement and for so long as no default shall have occurred, as defined herein, all dividends and distribution payments, whether paid in cash, stock or other property, and all other rights with respect to the stock shall be paid and/or delivered to Weinxxxxx.
Dividends and Payments. (a) The Company will not at any time when an Event of Default has occurred and is continuing:
(i) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, fee or distribution) (whether in cash or in kind) on or in respect of its share or partnership capital (or any class thereof);
(ii) repay or distribute any dividend or share premium reserve;
(iii) pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of any of the direct or indirect shareholders of the Parent; or
(iv) redeem, repurchase, defease, retire or repay any of its share or partnership capital or resolve to do so.
(b) At any time whilst any amount remains outstanding under the Bridge Facility, no Obligor will, and the Obligor’s Agent will procure that no other member of the Group will, make any payments to the Parent if the proceeds of such payments are intended to be used by the Parent in breach of any of its obligations under Clause 6.5 of the Intercreditor Deed.
(c) Paragraphs (a) and (b) above will not apply to any Permitted Payment (as defined in the Intercreditor Deed).
Dividends and Payments. 77 7.08 Use of Proceeds..............................................................77 7.09
Dividends and Payments. 33 7.19 ISSUANCE OF CAPITAL STOCK.......................................33 7.20 PROHIBITION OF CHANGE IN FISCAL YEAR............................34 7.21 AMENDMENT TO OTHER DOCUMENTS....................................34 7.22 MANAGEMENT......................................................34 7.23 PLEDGE RIGHTS NOT A "CHANGE"....................................34
