Dividends and Redemptions. 70 8.12 Transactions with Affiliates ......................................................... 70 8.13
Dividends and Redemptions. Each Borrower and Guarantor shall not, directly or indirectly, declare or pay any dividends on account of any shares of class of any Capital Stock of such Borrower or Guarantor now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing, except that:
(a) any Borrower or Guarantor may declare and pay such dividends or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock for consideration in the form of shares of common stock (so long as after giving effect thereto no Change of Control or other Default or Event of Default shall exist or occur);
(b) Borrowers and Guarantors may pay dividends to the extent permitted in Section 9.12 below;
(c) any Subsidiary of a Borrower or Guarantor may pay dividends to a Borrower; and
(d) Borrowers and Guarantors may repurchase Capital Stock consisting of common stock held by employees pursuant to any employee stock ownership plan thereof upon the termination, retirement or death of any such employee in accordance with the provisions of such plan, provided, that, as to any such repurchase, each of the following conditions is satisfied: (i) as of the date of the payment for such repurchase and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, (ii) such repurchase shall be paid with funds legally available therefor, (iii) such repurchase shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which such Borrower or Guarantor is a party or by which such Borrower or Guarantor or its or their property are bound, and (iv) the aggregate amount of all payments for such repurchases in any calendar year shall not exceed $250,000.
Dividends and Redemptions. Borrower shall not, directly or indirectly, declare or pay any dividends on account of any shares of class of capital stock of Borrower now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of capital stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing.
Dividends and Redemptions. Each Borrower and Guarantor shall not, directly or indirectly, declare or pay any dividends on account of any shares of class of any Capital Stock of such Borrower or Guarantor now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing, except that:
Dividends and Redemptions. Borrower shall not, directly or indirectly, declare or pay any dividends on account of any shares of class of Capital Stock of Borrower now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing, except, that Borrower may make dividends and distributions consisting of its Capital Stock to Holdings and:
(a) Borrower may make dividends and distributions to Holdings to permit Holdings to repurchase its shares of Capital Stock from any former employee of Holdings or Borrower (or in connection with any severance arrangement with any employee) to the extent such Capital Stock was obtained by such employee pursuant to the exercise of a stock option or any other employee stock purchase arrangement granted in the ordinary course of the business of Borrower; provided, that, (i) no Default or Event of Default shall exist or have occurred at the time of or after giving effect to any such payments, (ii) the aggregate amount of such dividends and distributions by Borrower (including any amount forgiven by Borrower with respect to any loan or advance made to any such employees under clause (e) of Section 9.10) to all such former employees of Borrower or Holdings shall not in any twelve (12) month period exceed $25,000,000 less the amount of any dividends and distributions which are made in such period under Section 9.11(c) below and which are not funded from a Qualified Public Offering, (iii) as of the date of any such dividends and distributions, the daily average of the Excess Availability for the immediately preceding thirty (30) consecutive day period shall be not less than $7,500,000, and (iv) there shall be no limitation on the right of Borrower to make such purchases using net cash proceeds of a Qualified Public Offering;
(b) Borrower may declare and pay dividends in respect of the Capital Stock of Borrower constituting common stock, provided, that, each of the following conditions is satisfied: (i) no Default or Event of Default shall exist or have occurred at the time of or after giving effect to any such dividends, (ii) any dividends shall be ...
Dividends and Redemptions. Borrower shall not, directly or indirectly, declare or pay any dividends on account of any shares of Borrower now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common shares or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing.
Dividends and Redemptions. Section 9.11(d) of the Loan Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:
Dividends and Redemptions. Each Borrower and each Guarantor shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, declare or pay any dividends on account of any shares of any class of Capital Stock of such Borrower, such Guarantor or such Subsidiary, as the case may be, now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of Capital Stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing, except:
(a) in any case, dividends may be made in the form of shares of Capital Stock consisting of common stock;
(b) any Subsidiary of any Borrower may pay dividends to such Borrower;
(c) BlueLinx may pay in kind dividends to Parent upon any issuance of Capital Stock permitted under the terms of this Agreement;
(d) BlueLinx may pay dividends to Parent (i) in an amount equal to the sum of the federal, state and local income tax liability of Parent that is attributable to BlueLinx and its Subsidiaries and (ii) for general administrative expenses of Parent and/or general operating expenses incurred by Parent on behalf of Bluelinx and its Subsidiaries in an amount not to exceed $2,500,000 in any fiscal year;
(e) commencing at the conclusion of BlueLinx’s fiscal year ending 2004, BlueLinx may pay dividends to Parent in an aggregate amount not to exceed the sum of (x) 50% of BlueLinx’s cumulative Net Income earned since the Original Closing Date; (y) 50% of the first $100,000,000 of capital contributions made by Parent to BlueLinx after October 26, 2004; and (z) 100% of each capital contribution made by Parent to BlueLinx after such first $100,000,000 of capital contributions; so long as: (i) BlueLinx does not pay dividends to Parent in excess of Twenty-Five Million Dollars ($25,000,000) in the aggregate in any fiscal year of BlueLinx; (ii) no Default or Event of Default exists at the time of any such dividend or would occur after giving effect thereto; (iii) both immediately before and after giving effect to any such dividend, Modified Adjusted Excess Availability is at least $70,000,000; and (iv) prior to the making of any such dividend, Administrative and Collateral Agent shall have received BlueLinx’s unaudited internally prepared fina...
Dividends and Redemptions. 38 9.12 Transactions with Affiliates.............................................................................38 9.13 Capital Expenditures.....................................................................................38 9.14 Adjusted Net Worth.......................................................................................39 9.15
Dividends and Redemptions. 30 9.12 Transactions with Affiliates . . . . . . . . . . . . . . . . . . .30 9.13
