Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its Equity Interests, including any sinking fund or similar deposit, or on account of the purchase, redemption, retirement, cancellation, termination or acquisition of its Equity Interests (or warrants, options or rights therefor) (any of the foregoing being referred to as a “Restricted Payment”), except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries and, (d) the Borrower may declare and pay cash dividends with respect to its common Equity Interests in an aggregate amount for any fiscal year of the Borrower not to exceed the lesser of (i) $35,000,000 and (ii) an amount equal to $0.225 per share per fiscal quarter and (e) the Borrower and its Subsidiaries may make any other Restricted Payment (including, for the avoidance of doubt, any repurchase of Equity Interests of the Borrower pursuant to the Specified Share Repurchase Program) so long as immediately prior to and after giving effect (including giving effect on a pro forma basis) to such Restricted Payment (i) no Default or Event of Default exists or would result therefrom and, (ii) the Leverage Ratio is not greater than 3.75 to 1.00 and (iii) the Borrower is in compliance with the financial covenantscovenant set forth in Sections 6.14 andSection 6.15.
Appears in 2 contracts
Samples: Credit Agreement (Papa Johns International Inc), Credit Agreement (Papa Johns International Inc)
Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its Equity Interests, including any sinking fund or similar deposit, or on account of the purchase, redemption, retirement, cancellation, termination or acquisition of its Equity Interests (or warrants, options or rights therefor) (any of the foregoing being referred to as a “Restricted Payment”), except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries and, and (d) the Borrower may declare and pay cash dividends with respect to its common Equity Interests in an aggregate amount for any fiscal year of the Borrower not to exceed the lesser of (i) $35,000,000 and (ii) an amount equal to $0.225 per share per fiscal quarter and (e) the Borrower and its Subsidiaries may make any other Restricted Payment (including, for the avoidance of doubt, any repurchase of Equity Interests of the Borrower pursuant to the Specified Share Repurchase Program) so long as immediately prior to and after giving effect (including giving effect on a pro forma basis) to such Restricted Payment (i) no Default or Event of Default exists or would result therefrom and, and (ii) the Leverage Ratio is not greater than 3.75 to 1.00 and (iii) the Borrower is in compliance with the financial covenantscovenant covenants set forth in Sections 6.14 andSection and 6.15.
Appears in 2 contracts
Samples: Credit Agreement (Papa Johns International Inc), Credit Agreement (Papa Johns International Inc)
Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its Equity Interests, including any sinking fund or similar deposit, or on account of the purchase, redemption, retirement, cancellation, termination or acquisition of its Equity Interests (or warrants, options or rights therefor) (any of the foregoing being referred to as a “Restricted Payment”), except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries andSubsidiaries, (d) the Borrower may declare and pay cash dividends with respect to its common Equity Interests in an aggregate amount for any fiscal year of the Borrower not to exceed the lesser of (i) $35,000,000 and (ii) an amount equal to $0.225 per share per fiscal quarter and (e) the Borrower and its Subsidiaries may make any other Restricted Payment (including, for the avoidance of doubt, any repurchase of Equity Interests of the Borrower pursuant to the Specified Share Repurchase Program) so long as immediately prior to and after giving effect (including giving effect on a pro forma basis) to such Restricted Payment (i) no Default or Event of Default exists or would result therefrom andtherefrom, (ii) the Leverage Ratio is not greater than 3.75 to 1.00 and (iii) the Borrower is in compliance with the financial covenantscovenant covenant set forth in Sections 6.14 andSection Section 6.15.
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Dividends and Related Distributions. Each of the Loan Parties shall not, and The Borrower shall not permit any of its Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its Equity Interests, any shares of the capital stock of the Borrower (including any sinking fund or similar depositthe Preferred Shares and the Common Shares), or on account of the purchase, redemption, retirement, cancellation, termination retirement or acquisition of its Equity Interests any shares of the capital stock (or warrants, options or rights therefor) (of the Borrower, nor permit any such action to be taken indirectly by any of the foregoing being referred to its Subsidiaries, except: [intentionally omitted]; so long as a “Restricted Payment”)no Event of Default or Potential Default has occurred and is continuing, except (a) the Borrower may declare repurchase not in excess (i) in fiscal year 1996, $24,420,000 of the Unpledged Shares (other than the Restricted Stock); (ii) in fiscal year 1997 and pay dividends with respect to its Equity Interests payable solely in additional shares each fiscal year thereafter during the term of its common stockthis Agreement, $2,000,000 of the Unpledged Shares (other than the Restricted Stock) and, (biii) Subsidiaries may declare during the term of this Agreement, $1,000,000 of Restricted Stock; and pay dividends ratably with respect to their Equity Interestsat any time, (c) the Borrower may make Restricted Payments pursuant repurchase up to and in accordance with stock option plans or other benefit plans for management or employees $1,900,000 of the Borrower Unpledged Shares held by Mellon Bank, N.A., as trustee of the Westinghouse Electric Corporation Master Trust Agreement for the Westinghouse Pension Plan, or any successor trustee; Passport or any other Subsidiary which is less than wholly owned may make distributions as permitted under its organizational documents; and its Subsidiaries and, (d) during the Borrower may declare and pay cash dividends with respect to its common Equity Interests in an aggregate amount for any Borrower's fiscal year of the Borrower not to exceed the lesser of (i) $35,000,000 1998 and (ii) an amount equal to $0.225 per share per fiscal quarter and (e) the Borrower and its Subsidiaries may make any other Restricted Payment (includingthereafter, for the avoidance of doubt, any repurchase of Equity Interests of the Borrower pursuant to the Specified Share Repurchase Program) so long as immediately prior to and after giving effect (including giving effect on a pro forma basis) to such Restricted Payment (iA) no Default or Event of Default exists or would result therefrom andPotential Default has occurred and is continuing, (ii) the Leverage Ratio is not greater than 3.75 to 1.00 and (iiiB) the Borrower is in compliance with Section 8.2(a), in the financial covenantscovenant set forth case of both clauses (A) and (B) after giving effect to any such dividend payment, the Borrower may make dividend payments with respect to the Common Shares in Sections 6.14 andSection 6.15any fiscal year in an amount not to exceed, on a cumulative basis, $20,000,000 plus 50% of any net income (or minus 100% of any net loss) of the Borrower and its Subsidiaries from January 1, 1998 through the date of payment.
Appears in 1 contract
Samples: Shareholder Rights Agreement (Federated Investors Inc /Pa/)
Dividends and Related Distributions. Each of the No Loan Parties Party shall, nor shall not, and shall not any Loan Party7.6 permit any of its Subsidiaries to, make declare or paymake, directly or indirectly, any Restricted Payment, or agree to become or remain liable to make or pay, incur any dividend or other distribution of any nature obligation (whether in cash, property, securities contingent or otherwise) on account of to do so, except that: any Loan Party or in respect of its Equity InterestsSubsidiary may make, including any sinking fund declare and pay lawful, cash dividends(a) or similar depositdistributions to, or on account redeem any Equity Interest held by, any Loan Party; any Loan Party may make, declare or pay lawful cash dividends or distributions to(b) the Excluded Subsidiaries in an aggregate amount of up to $10,000,000 over the term of the purchase, redemption, retirement, cancellation, termination or acquisition of its Equity Interests (or warrants, options or rights therefor) (Facilities; any Subsidiary of the foregoing being referred to as a “Restricted Payment”), except (aBorrower that is not directly or indirectly wholly-owned by(c) the Borrower may make, declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stocklawful, (b) Subsidiaries may declare pro rata cash dividends, distributions and pay dividends ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries and, (d) the Borrower may declare and pay cash dividends with respect to its common Equity Interests in an aggregate amount for any fiscal year of the Borrower not to exceed the lesser of (i) $35,000,000 and (ii) an amount equal to $0.225 per share per fiscal quarter and (e) redemptions; the Borrower and its Subsidiaries may make, declare and pay lawful dividends or(d) distributions to the extent payable in Equity Interests that are not Disqualified Stock; the Borrower may make the Special Dividend; and(e) so long as no Default or Event of Default shall exist at the time of such declaration(f) or could reasonably be expected to result from such dividend, distribution or redemption (tested solely at the time of declaration of any other Restricted Payment (includingsuch dividend, distribution or redemption) and the Loan Parties shall be in compliance with the covenants set forth in Article VIII after giving effect to any such dividend, distribution or redemption on a Pro forma Basis for the avoidance four fiscal quarter period most recently then ended for which financial statements have been delivered (tested solely at the time of doubtdeclaration of any such dividend, distribution or redemption), the Borrower may make, declare and pay lawful cash dividends or distributions to its shareholders or redeem capital stock in an aggregate amount not to exceed, (i) when the Borrower’s Total Net Leverage Ratio is greater than 4.00:1.00 on a Pro forma Basis, an amount equal to the greater of (x) 6.0% of the net cash proceeds from any repurchase public equity issuance of the Borrower’s Equity Interests or (y) 4.0% of the estimated fair market value of the Borrower’s Equity Interests (collectively, the “Permitted Additional Distributions”) or (ii) when the Borrower’s Total Net Leverage is less than or equal to 4.00:1.00 on a Pro forma Basis, an unlimited amount; provided, however, that (x) the amount of any dividend or distribution that is not paid in cash but is reinvested in Equity Interests of the Borrower (other than Disqualified Stock) shall be excluded from this calculation and (y) redemptions of Equity Interests of the Borrower pursuant surrendered by employees and directors to cover withholding taxes shall be excluded from this calculation. Liquidations, Mergers, Consolidations, Acquisitions. No Loan Party shall, nor shall7.7 any Loan Party permit any of its Subsidiaries to, (x) dissolve, liquidate or wind-up its affairs, (y) become a party to any merger or consolidation, or (z) acquire by purchase, lease or otherwise all or substantially all of the Specified Share Repurchase Programassets or Equity Interests of any other Person or group of related Persons; except: [reserved];(a) so any Subsidiary may combine, merge or consolidate with or into (i) any Loan(b) Party; provided, that a Loan Party (or the Borrower, if the Borrower is a party) shall be the continuing or surviving Person, and (ii) any one or more other Subsidiaries; 108 any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary(c) liquidation or otherwise) to another Subsidiary; provided, that if the transferor in such a transaction is a Loan Party, then the transferee must be a Loan Party; any Subsidiary that is not a Loan Party may dissolve, liquidate or wind-up its(d) affairs, as long as immediately prior to and after giving effect (including giving effect on a pro forma basis) to such Restricted Payment (i) no Event of Default would result therefrom and (ii) such Subsidiary dissolves, liquidates or winds-up into another Subsidiary or a Loan Party; any Loan Party may dissolve, liquidate or wind-up its affairs, as long as (i) no(e) Event of Default exists or would result therefrom and, and (ii) such Loan Party dissolves, liquidates or winds-up into another Loan Party; and any Loan Party and any Subsidiary may enter into any transactions permitted(f) under Section 7.5 or Section 7.8. Any reference in this Section 7.7 or in Section 7.8 to a combination, merger, consolidation, Disposition, dissolution, liquidation or transfer shall be deemed to apply to a Division of or by a limited liability company, or an allocation of assets to a series of limited liability companies (or the Leverage Ratio unwinding of such a division or allocation) as if it were a combination, merger, consolidation, Disposition, dissolution, transfer or similar term, as applicable, to of or with a separate Person. Any Division of a limited liability company shall constitute a separate Person hereunder (and each Division of any limited liability company that is not greater than 3.75 a like term shall also constitute such a Person or entity). Dispositions of Assets or Subsidiaries. No Loan Party shall, nor shall any Loan Party7.8 permit any of its Subsidiaries to, Dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other Disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests or other Equity Interests of a Subsidiary of such Loan Party), except: transactions involving the sale of inventory to 1.00 customers in the ordinary course of(a) business; (i) any termination of any lease or sublease in the ordinary course of business,(b) (ii) any expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the Borrower settlement, release or surrender of contractual rights or litigation claims (including in tort) in the ordinary course of business; any Disposition of assets by any Loan Party to another Loan Party;(c) any Disposition of Cash Equivalents in the ordinary course of business(d) any Disposition of obsolete or worn-out assets in the ordinary course of business(e) that are no longer necessary or required in the conduct of such Loan Party’s or such Subsidiary’s business; any Disposition (i) permitted by Section 7.7 or (ii) pursuant to a Casualty Event;(f) the Disposition of assets on the Closing Date or any Subsequent Closing (as such(g) term is defined in compliance with the financial covenantscovenant set forth in Sections 6.14 andSection 6.15.T-Mobile Asset Purchase Agreement) pursuant to, and consummation of the transactions contemplated by, the T-Mobile Asset Purchase Agreement and the Disposition of the T-Mobile 109
Appears in 1 contract
Samples: Credit Agreement (Shenandoah Telecommunications Co/Va/)
Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its Equity Interestsshares of Capital Stock, including any sinking fund or similar deposit, or on account of the purchase, redemption, retirement, cancellation, termination retirement or acquisition of its Equity Interests shares of Capital Stock (or warrants, options or rights therefor) (any of the foregoing being referred to as a collectively, “Restricted PaymentPayments”), except (ai) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower each Subsidiary may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries andLoan Parties, (d) the Borrower may declare and pay cash dividends with respect to its common Equity Interests in an aggregate amount for any fiscal year of the Borrower not to exceed the lesser of (i) $35,000,000 and (ii) an amount equal to $0.225 per share per fiscal quarter and (e) the Borrower and its Subsidiaries may declare and make any Restricted Payments payable solely in the Capital Stock of such Person, (iii) the Borrower may make other Restricted Payment (including, for the avoidance Payments payable to holders of doubt, any repurchase of Equity Interests of the Borrower pursuant to the Specified Share Repurchase Program) its Capital Stock so long as immediately prior to and after giving effect as, in the case of this clause (including giving effect on a pro forma basis) to such Restricted Payment iii), (iA) no Potential Default or Event of Default has occurred and is continuing or exists or would result therefrom andafter giving effect thereto, (iiB) the Loan Parties shall be in pro forma compliance with the covenants contained in Section 8.2.14 [Maximum Leverage Ratio is not Ratio] and Section 8.2.15 [Minimum Interest Coverage Ratio] after giving pro forma effect to such Restricted Payments (including any Indebtedness incurred in connection therewith), in each case, calculated as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered hereunder pursuant to Section 8.3.1 [Quarterly Financial Statements] or 8.3.2 [Annual Financial Statements], and (C) in the event such Restricted Payments are (I) more than five percent (5%) greater than 3.75 the amount of the dividends or distributions made in the prior fiscal year or, (II) in any fiscal year more than $30,000,000, the Borrower shall demonstrate to 1.00 the Administrative Agent’s satisfaction of the condition set forth in clause (B) above by completing and delivering at least five (5) Business Days prior to such Restricted Payments, a certificate in form and substance satisfactory to the Administrative Agent, such compliance) and (iiiiv) the Borrower is in compliance and its Subsidiaries may pay dividends and distributions within sixty (60) days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the financial covenantscovenant set forth in Sections 6.14 andSection 6.15other provisions of this Section.
Appears in 1 contract
Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, (i) make or pay, pay or (ii) agree to become or remain liable to make or paypay (provided that this clause (ii) shall not prohibit the issuance of the Specified Preferred Equity), in each case, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its Equity Interests, including any sinking fund or similar deposit, or on account of the purchase, redemption, retirement, cancellation, termination or acquisition of its Equity Interests (or warrants, options or rights therefor) (any of the foregoing being referred to as a “Restricted Payment”), except (a) the Borrower may declare and pay dividends Restricted Payments with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries andSubsidiaries, (d) the Borrower may declare and pay cash dividends with respect to its common Equity Interests in an aggregate amount for any fiscal year of the Borrower not to exceed the lesser of (i) $35,000,000 and (ii) an amount equal to $0.225 per share per fiscal quarter and (e) the Borrower and its Subsidiaries may make any other Restricted Payment (including, for the avoidance of doubt, any repurchase of Equity Interests of the Borrower pursuant to the Specified Share Repurchase Program) so long as immediately prior to and after giving effect (including giving effect on a pro forma basis) to such Restricted Payment (i) no Default or Event of Default exists or would result therefrom andtherefrom, (ii) the Leverage Ratio is not greater than 3.75 to 1.00 and (iii) the Borrower is in compliance with the financial covenantscovenant covenant set forth in Sections 6.14 andSection Section 6.15.
Appears in 1 contract
Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its Equity Interestsshares of Capital Stock, including any sinking fund or similar deposit, or on account of the purchase, redemption, retirement, cancellation, termination retirement or acquisition of its Equity Interests shares of Capital Stock (or warrants, options or rights therefor) (any of the foregoing being referred to as a “Restricted Payment”), except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries and, (d) the Borrower may declare and pay cash dividends with respect to its common Equity Interests in an aggregate amount for any fiscal year of the Borrower not to exceed the lesser of (i) $35,000,000 and (ii) an amount equal to $0.225 per share per fiscal quarter and (e) the Borrower and its Subsidiaries may make any other Restricted Payment (including, for the avoidance of doubt, any repurchase of Equity Interests of all stock repurchases by the Borrower pursuant to the Specified Share Repurchase Program) so long as immediately prior to and after giving effect (including giving effect on a pro forma basis) to such collectively, “Restricted Payment Payments”), except (i) each Subsidiary may make Restricted Payments to other Loan Parties, (ii) the Borrower and its Subsidiaries may declare and make Restricted Payments payable solely in the Capital Stock of such Person, (iii) the Borrower may make other Restricted Payments payable to holders of its Capital Stock so long as, in the case of this clause (iii), (A) no Potential Default or Event of Default has occurred and is continuing or exists or would result therefrom andafter giving effect thereto, and (iiB) the Loan Parties shall be in pro forma compliance with the covenants contained in Section 8.2.14 [Maximum Leverage Ratio is not greater than 3.75 Ratio] and Section 8.2.15 [Minimum Interest Coverage Ratio] after giving pro forma effect to 1.00 such Restricted Payments (including any Indebtedness incurred in connection therewith), in each case, calculated as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been 101 delivered hereunder pursuant to Section 8.3.1 [Quarterly Financial Statements] or 8.3.2 [Annual Financial Statements], and (iiiiv) the Borrower is in compliance and its Subsidiaries may pay dividends and distributions within sixty (60) days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the financial covenantscovenant set forth in Sections 6.14 andSection 6.15other provisions of this Section.
Appears in 1 contract
Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its Equity Interestsshares of Capital Stock, including any sinking fund or similar deposit, or on account of the purchase, redemption, retirement, cancellation, termination retirement or acquisition of its Equity Interests shares of Capital Stock (or warrants, options or rights therefor) (any of the foregoing being referred to as a “Restricted Payment”), except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries and, (d) the Borrower may declare and pay cash dividends with respect to its common Equity Interests in an aggregate amount for any fiscal year of the Borrower not to exceed the lesser of (i) $35,000,000 and (ii) an amount equal to $0.225 per share per fiscal quarter and (e) the Borrower and its Subsidiaries may make any other Restricted Payment (including, for the avoidance of doubt, any repurchase of Equity Interests of all stock repurchases by the Borrower pursuant to the Specified Share Repurchase Program) so long as immediately prior to and after giving effect (including giving effect on a pro forma basis) to such collectively, “Restricted Payment Payments”), except (i) each Subsidiary may make Restricted Payments to other Loan Parties, (ii) the Borrower and its Subsidiaries may declare and make Restricted Payments payable solely in the Capital Stock of such Person, (iii) the Borrower may make other Restricted Payments payable to holders of its Capital Stock so long as, in the case of this clause (iii), (A) no Potential Default or Event of Default has occurred and is continuing or exists or would result therefrom andafter giving effect thereto, and (iiB) the Loan Parties shall be in pro forma compliance with the covenants contained in Section 8.2.14 [Maximum Leverage Ratio is not greater than 3.75 Ratio] and Section 8.2.15 [Minimum Interest Coverage Ratio] after giving pro forma effect to 1.00 such Restricted Payments (including any Indebtedness incurred in connection therewith), in each case, calculated as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered hereunder pursuant to Section 8.3.1 [Quarterly Financial Statements] or 8.3.2 [Annual Financial Statements], and (iiiiv) the Borrower is in compliance and its Subsidiaries may pay dividends and distributions within sixty (60) days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the financial covenantscovenant set forth in Sections 6.14 andSection 6.15other provisions of this Section.
Appears in 1 contract
Dividends and Related Distributions. Each of the Loan Parties The Borrower shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its Equity Intereststheir respective shares of capital stock or partnership interests, including any sinking fund or similar depositas the case may be, or on account of the purchase, redemption, retirement, cancellation, termination retirement or acquisition of its Equity Interests their respective shares of capital stock (or warrants, options or rights therefor) (any of or partnership interests, as the foregoing being referred to as a “Restricted Payment”)case may be, except (ai) dividends or distributions in respect of a partnership interest payable by any Subsidiary to the Borrower, (ii) dividends payable by the Borrower solely in shares of capital stock of the Borrower, and (iii) up to the Permitted Distribution Amount of distributions per year payable in the aggregate by any Subsidiary of the Borrower which is a limited liability company or partnership to non Affiliate members of such limited liability company or non Affiliate limited partners of such partnership, so long as after giving effect thereto no Event of Default or Potential Default has occurred and is continuing and so long as at least five (5) Business Days prior to the making of any such distribution the Borrower provides written notice to the Agent, together with a detailed calculation, certified by the Chief Financial Officer of Borrower, setting forth in detail the relevant Subsidiary's compliance with the ratio set forth in clause (A) of the definition of Permitted Distribution Amount or, as the case may be, such Subsidiary's compliance with clause (B) of the definition of Permitted Distribution Amount, in either case with respect to the proposed distribution as of the date of the making thereof. Notwithstanding the foregoing, during the period commencing on the Sixteenth Amendment Effective Date through, but not including the Expiration Date (the "Permitted Redemption Period") the Borrower may declare and pay dividends with respect purchase or redeem its stock up to its Equity Interests payable solely an aggregate of $50 million (including in additional shares such aggregate amount all purchases or redemptions during the Permitted Redemption Period) of its common such stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interestsprovided that, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries and, (d) the Borrower may declare and pay cash dividends with respect to its common Equity Interests in an aggregate amount for any fiscal year of the Borrower not to exceed the lesser of (i) $35,000,000 and (ii) an amount equal to $0.225 per share per fiscal quarter and (e) the Borrower and its Subsidiaries may make any other Restricted Payment (including, for the avoidance of doubt, any repurchase of Equity Interests of the Borrower pursuant to the Specified Share Repurchase Program) so long as immediately prior to and after giving effect (including giving effect on a pro forma basis) to each such Restricted Payment (i) purchase or redemption, no Potential Default or Event of Default exists or would result therefrom has occurred and is continuing and, without limiting the generality of the foregoing, that: (iix) the Leverage Ratio is not greater than 3.75 after giving effect to 1.00 and (iii) each such purchase or redemption the Borrower is in compliance (and the Borrower demonstrates such compliance to the Agent in detail satisfactory to the Agent) with the covenant set forth in Section 8.02(r) [Maximum Leverage Ratio] and with the covenant set forth in Section 8.02(t) [Minimum Net Worth]. For purposes of demonstrating compliance with the financial covenantscovenant covenant set forth in Sections 6.14 andSection 6.15Section 8.02(r), Total Indebtedness shall be calculated as of each date of determination (after giving effect to each purchase or redemption of the Borrower's stock) and Consolidated Cash Flow from Operations shall be calculated as of each date of determination (after giving effect to each purchase or redemption of the Borrower's stock) for the four fiscal quarters then ended.
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Dividends and Related Distributions. Each of the Loan Parties The Borrower shall not, and shall not permit any Subsidiary of its Subsidiaries the Borrower to, make declare or paypay any dividend (other than dividends payable solely in Common Stock and dividends payable by any wholly-owned Subsidiary of the Borrower to the Borrower or to another wholly-owned Subsidiary of the Borrower) on, or agree to become make any payment on account of, or remain liable to make or pay, any dividend set apart assets for a sinking or other distribution of any nature (whether in cashanalogous fund for, property, securities or otherwise) on account of or in respect of its Equity Interests, including any sinking fund or similar deposit, or on account of the purchase, redemption, retirementretirement or other acquisition of, cancellation, termination or acquisition any shares of its Equity Interests (or warrants, options or rights therefor) (any class of Capital Stock of the foregoing Borrower or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any Subsidiary of Borrower (such declarations, payments, setting apart, purchases, redemptions, defeasances, retirements, acquisitions and distributions being referred to as a “herein called "Restricted Payment”Payments), except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stockthat, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries and, (d) the Borrower may declare and pay cash dividends with respect to its common Equity Interests in an aggregate amount for any fiscal year of the Borrower not to exceed the lesser of (i) $35,000,000 and (ii) an amount equal to $0.225 per share per fiscal quarter and (e) the Borrower and its Subsidiaries may make any other Restricted Payment (including, for the avoidance of doubt, any repurchase of Equity Interests of the Borrower pursuant to the Specified Share Repurchase Program) so long as immediately prior to and after giving effect (including giving effect on a pro forma basis) to such Restricted Payment (i) no Potential Event of Default or Event of Default exists has occurred, is continuing or would will result therefrom andfrom the payment of a Restricted Payment, the Borrower may during any fiscal year make Restricted Payments as follows: the Borrower may (a) declare, and pay within ninety (90) days of the date of declaration, dividends on Common Stock, (iib) declare, and pay within ninety (90) days of the Leverage Ratio is not greater than 3.75 to 1.00 date of declaration, dividends on Preferred Stock and (iiic) redeem Preferred Stock in accordance with the Borrower's Restated Articles of Incorporation, as amended; provided, however, that nothing contained in this Section 7.2(e) shall prohibit the Borrower is in compliance with from making any Restricted Payments to the financial covenantscovenant set forth in Sections 6.14 andSection 6.15holders of its 9% Cumulative Preferred Stock pursuant to the Borrower's Restated Articles of Incorporation, as amended, except to the extent that such payments would be prohibited by the Borrower's Restated Articles of Incorporation, as amended.
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Samples: Assignment and Assumption Agreement (Pg Energy Inc)
Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its Equity Interestsshares of Capital Stock, including any sinking fund or similar deposit, or on account of the purchase, redemption, retirement, cancellation, termination retirement or acquisition of its Equity Interests shares of Capital Stock (or warrants, options or rights therefor) (any of the foregoing being referred to as a “Restricted Payment”), except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries and, (d) the Borrower may declare and pay cash dividends with respect to its common Equity Interests in an aggregate amount for any fiscal year of the Borrower not to exceed the lesser of (i) $35,000,000 and (ii) an amount equal to $0.225 per share per fiscal quarter and (e) the Borrower and its Subsidiaries may make any other Restricted Payment (including, for the avoidance of doubt, any repurchase of Equity Interests of all stock repurchases by the Borrower pursuant to the Specified Share Repurchase Program) so long as immediately prior to and after giving effect (including giving effect on a pro forma basis) to such collectively, “Restricted Payment Payments”), except (i) each Subsidiary may make Restricted Payments to other Loan Parties, (ii) the Borrower and its Subsidiaries may declare and make Restricted Payments payable solely in the Capital Stock of such Person, (iii) the Borrower may make other Restricted Payments payable to holders of its Capital Stock so long as, in the case of this clause (iii), (A) no Potential Default or Event of Default has occurred and is continuing or exists or would result therefrom andafter giving effect thereto, and (iiB) the Loan Parties shall be in pro forma compliance with the covenants contained in Section 8.2.14 [Maximum Total Net Leverage Ratio is not greater than 3.75 Ratio] and Section 8.2.15 [Minimum Interest Coverage Ratio] after giving pro forma effect to 1.00 such Restricted Payments (including any Indebtedness incurred in connection therewith), in each case, calculated as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered hereunder pursuant to Section 8.3.1 [Quarterly Financial Statements] or 8.3.2 [Annual Financial Statements], and (iiiiv) the Borrower is in compliance and its Subsidiaries may pay dividends and distributions within sixty (60) days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the financial covenantscovenant set forth in Sections 6.14 andSection 6.15other provisions of this Section.
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Dividends and Related Distributions. Each of the Loan Parties Holdings shall not, and shall not permit any of its Material Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its Equity Interestsshares of capital stock, including any sinking fund partnership interests, or similar deposit, limited liability company interests or on account of the purchase, redemption, retirement, cancellation, termination or acquisition of its Equity Interests shares of capital stock (or warrants, options or rights therefor) (any of the foregoing being referred to as a “Restricted Payment”), partnership interests or limited liability company interests, except (ai) the Borrower may declare and pay dividends with respect or other distributions payable to its Equity Interests payable solely in additional shares of its common stockHoldings or any Material Subsidiary, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries and, (d) the Borrower may declare and pay cash dividends with respect to its common Equity Interests in an aggregate amount for any fiscal year of the Borrower not to exceed the lesser of (i) $35,000,000 and (ii) an amount equal to $0.225 per share per fiscal quarter and (e) the Borrower and its Subsidiaries may make any other Restricted Payment (including, for the avoidance of doubt, any repurchase of Equity Interests of the Borrower pursuant to the Specified Share Repurchase Program) so long as immediately prior to and after giving effect (including giving effect on a pro forma basis) to such Restricted Payment (i) there shall exist no Potential Default or Event of Default exists (both before and after giving effect to the payment thereof), dividends payable by Holdings or would result therefrom andthe Company and AGRI pursuant to clause (iv) below not in excess of an aggregate amount of $20,000,000 in any fiscal year of Holdings, (iii) so long as there shall exist no Potential Default or Event of Default (both before and after giving effect to the payment thereof), the repurchase of shares of Holdings by Holdings during any fiscal year not in excess of 3% of the Consolidated Net Worth of Holdings as of the end of the most recently ended fiscal year minus the amount of dividends paid pursuant to the clause (ii) or (iv) hereof during such fiscal year; provided that, in any event, the Leverage Ratio is not greater than 3.75 aggregate amount of share repurchases made pursuant to 1.00 and this clause (iii) shall not exceed an amount equal to 5% of the Borrower is Consolidated Net Worth of Holdings as of the end of the most recently ended fiscal year and (iv) so long as there shall exist no Potential Default or Event of Default (both before and after giving effect to the payment thereof), the Company and AGRI may pay accrued but unpaid dividends on any preferred stock issued pursuant to the Contingent Capital Facility so long as the aggregate amount paid under clause (ii) herein and this clause (iv) does not exceed $20,000,000 in compliance with the financial covenantscovenant set forth in Sections 6.14 andSection 6.15any fiscal year of Holdings.
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