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 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 Interests, including any sinking fund shares of capital stock or similar deposit, or partnership interests 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”)or partnership interests, 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 except
(i) $35,000,000 and dividends or other distributions payable to the Borrower by its Subsidiaries;
(ii) an amount equal distributions to $0.225 per share per fiscal quarter and (e) fund the quarterly interest payments due on the Alco Note; provided that before making any such quarterly payment, the Borrower and its Subsidiaries may make any other Restricted Payment (including, for demonstrates to the avoidance of doubt, any repurchase of Equity Interests satisfaction 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) Agent that the Borrower is will be in compliance with the financial covenantscovenant covenants set forth in Sections 6.14 andSection 6.15.Section 7.2 (specifically with the proposed Alco Note interest payment included in the denominator in the calculation of the Debt Service Coverage Ratio) and that no other Event of Default then exists or will result from the payment;
(iii) redemptions of an employee's Capital Stock in the Borrower upon termination of employment; provided that before making any such redemption, the Borrower demonstrates to the satisfaction of the Agent that the Borrower will be in compliance with the financial covenants set forth in Section 7.2 and that no other Event of Default then exists or will result from the redemption;
(iv) dividends or other distributions payable in stock; and
Appears in 1 contract
Dividends and Related Distributions. Each Except as provided in this Section 8.2.5 below, each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, :
(A) 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 partnership interests or limited liability company interests or make any sinking fund or similar deposit, or payments 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 partnership interests or limited liability company interests, or
(aB) the Borrower may declare and make or pay dividends with any amounts, whether principal, interest or otherwise, on or in 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 loans or other benefit plans for management obligations of a Loan Party to Lone Star Technologies or employees otherwise make payments, transfer assets or pay or provide any consideration (including incurring or assuming debt or other obligations) to Lone Star Technologies or any Affiliates of Lone Star Technologies other than the Borrower and its Subsidiaries andLoan Parties. Notwithstanding the preceding sentence, (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 Loan Parties may
(i) $35,000,000 and (ii) an amount equal to $0.225 per share per fiscal quarter and (e) make regularly scheduled payments of principal or interest under the Borrower and its Subsidiaries may make any other Restricted Payment (including, for the avoidance Slab Financing Arrangement provided that no Potential Default or Event of doubt, any repurchase of Equity Interests of the Borrower pursuant to the Specified Share Repurchase Program) so long as Default shall exist immediately prior to and after giving effect (including giving effect on a pro forma basis) to such Restricted Payment payment; or
(i) pay dividends or make other distributions or payments to another Loan Party, or
(ii) pay a dividend or make a payment on Indebtedness incurred in accordance with Section 8.2.1(v) to Lone Star Technologies, provided that
(a) no Potential Default or Event of Default exists or would result therefrom and, shall exist immediately prior to and after giving effect to such dividend;
(ii) the Leverage Ratio is not greater than 3.75 to 1.00 and (iiib) the Borrower is shall demonstrate that it shall be in compliance with the financial covenantscovenant covenants contained in the sections listed in the grid below computed as of the dates and subject to the adjustments set forth in Sections 6.14 andSection 6.15.such grid. Borrower shall deliver to the Agent and the Banks at least five (5) Business Days prior to the date on which Borrower pays such dividend (the "Dividend Payment Date") a certificate in the form of EXHIBIT 8.2.5 evidencing such compliance. Covenant - Section Covenant - Title Date of Computation; Adjustments ------------------
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 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.
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 partnership interests or similar deposit, or limited liability company interests 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), partnership interests or limited liability company interests, except
(1) dividends or other distributions payable to another Loan Party and dividends paid ratably to its shareholders by a Subsidiary which is not wholly-owned by a Loan Party.
(any 2) dividends by the Borrower that are paid in capital stock of the foregoing being referred to as a “Restricted Payment”)Borrower.
(3) dividends, except and repurchases of stock from employees and directors, made by the Borrower, provided that (a) the Borrower may declare and pay amount of such dividends shall not exceed the Dividend Limitation (computed with respect to its Equity Interests payable solely in additional shares each such dividend immediately prior to the payment of its common stock, such dividend without giving effect thereto) and (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) at the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees time 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 Borrower's making 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 dividend payment and after giving effect (including giving effect on a pro forma basis) to such Restricted Payment (i) dividend, there shall exist no Potential Default or Event of Default exists and that the Loan Parties provide satisfactory evidence to such effect on their next Compliance Certificate.
(4) redemption of the non-voting common stock of Softline Consulting and Integrators, Inc., the obligation of which is described and characterized in Schedule 8.2.1 in an amount not to exceed $65,000,000. --------------
(5) Dividends payable by Subsidiaries of the Loan Parties which are not Loan Parties to the Loan Parties or would result therefrom and, (ii) other Subsidiaries of 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 6.15Loan Parties.
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, 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, or limited liability company interests 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”), partnership interests or limited liability company interests, 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 Loan Parties may make Restricted Payments pursuant to and in accordance with stock option plans dividends or other benefit plans for management or employees of the Borrower and its Subsidiaries anddistributions payable to another Loan Party, (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 no Event of Default or Potential Default shall exist prior to and or after giving effect (including giving effect on to a pro forma basis) repurchase of the Borrower's outstanding capital stock, the Borrower may redeem or repurchase in the market shares of its outstanding capital stock in an amount such that the consideration paid by the Borrower does not exceed $3,000,000 in the aggregate for all such redemptions and repurchases."
4. The Borrower shall pay an amendment fee in the amount of $17,500, to be allocated to the Banks based upon each Bank's Ratable Share, upon execution and delivery of this Amendment to the Agent, which fee shall be deemed to be earned as of the date of this Amendment upon execution of this Amendment by all the parties hereto.
5. The Loan Parties reconfirm and ratify the Agreement and the Loan Documents all in accordance with their respective terms, except to the extent that any of those terms are expressly modified by the provisions of this Amendment, and the Loan Parties confirm that the Agreement and the Loan Documents have at all times since the date of their respective execution and delivery continued in full force and effect.
6. The provisions of this Agreement shall bind the Loan Parties and their respective successors and assigns and are for the benefit of the Agent and the Banks and their respective successors and assigns.
7. The Loan Parties each represent that it has the corporate power and has been duly authorized by all requisite corporate action to execute and deliver this Amendment and to perform its obligations hereunder.
8. The Loan Parties each represent that this Amendment has been duly executed and delivered by such Restricted Payment Loan Party and constitutes the legal, valid and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with its terms, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforceability of creditors rights generally or by general equitable principles.
9. Neither this Amendment nor the consummation of the transactions contemplated herein nor the performance by the Loan Parties of their respective obligations hereunder or under the Agreement or the Loan Documents will (i) no Default violate any law, rule or Event of Default exists regulation or would result therefrom and, court order to which any Loan Party is subject; (ii) the Leverage Ratio conflict with or result in a breach of any Loan Party's certificate of incorporation or bylaws or any material agreement or instrument to which any Loan Party is not greater than 3.75 to 1.00 and subject or by which its properties are bound or (iii) result in the Borrower is creation or imposition of any lien, security interest or encumbrance on the property of any Loan Party, whether now owned or hereafter acquired, other than liens in compliance with favor of the financial covenantscovenant set forth in Sections 6.14 andSection 6.15Agent for the benefit of the Banks.
10. This Amendment may be executed by different parties hereto on any number of separate counterparts, each of which, when so executed and delivered, shall be an original, and all such counterparts shall together constitute one and the same instrument. [SIGNATURES APPEAR ON THE NEXT PAGE.]
Appears in 1 contract
Samples: Credit Agreement (Grubb & Ellis Co)
Dividends and Related Distributions. Each Except as provided in this Section 8.2.5 below, each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, :
(A) 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 partnership interests or limited liability company interests or make any sinking fund or similar deposit, or payments 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 partnership interests or limited liability company interests, or
(aB) the Borrower may declare and make or pay dividends with any amounts, whether principal, interest or otherwise, on or in 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 loans or other benefit plans for management obligations of a Loan Party to Lone Star Technologies or employees otherwise make payments, transfer assets or pay or provide any consideration (including incurring or assuming debt or other obligations) to Lone Star Technologies or any Affiliates of Lone Star Technologies other than the Borrower and its Subsidiaries andLoan Parties. Notwithstanding the preceding sentence, (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 Loan Parties may
(i) $35,000,000 and (ii) an amount equal to $0.225 per share per fiscal quarter and (e) make regularly scheduled payments of principal or interest under the Borrower and its Subsidiaries may make any other Restricted Payment (including, for the avoidance Slab Financing Arrangement provided that no Potential Default or Event of doubt, any repurchase of Equity Interests of the Borrower pursuant to the Specified Share Repurchase Program) so long as Default shall exist immediately prior to and after giving effect (including giving effect on a pro forma basis) to such Restricted Payment payment; or
(i) pay dividends or make other distributions or payments to another Loan Party, or
(ii) pay a dividend or make a payment on Indebtedness incurred in accordance with Section 8.2.1(v) to Lone Star Technologies, provided that
(a) no Potential Default or Event of Default exists or would result therefrom and, shall exist immediately prior to and after giving effect to such dividend;
(ii) the Leverage Ratio is not greater than 3.75 to 1.00 and (iiib) the Borrower is shall demonstrate that it shall be in compliance with the financial covenantscovenant covenants contained in the sections listed in the grid on Exhibit 8.2 hereof computed as of the dates and subject to the adjustments set forth in Sections 6.14 andSection 6.15such grid. Borrower shall deliver to the Agent and the Banks at least five (5) Business Days prior to the date on which Borrower pays such dividend (the "Dividend Payment Date") a certificate in the form of EXHIBIT 8.2.5 evidencing such compliance.
(iii) make reimbursements to Lone Star Technologies for costs and expenses, including payroll expenses for employees of Lone Star Technologies, incurred by Lone Star Technologies provided that the aggregate amount per year shall not exceed $4,000,000 and provided that one of the following ((A), (B) or (C) below) is true:
(A) If Lone Star Technologies has not formed or acquired any Subsidiaries (each an "Affiliate Subsidiary") other than the Borrower and the Loan Parties, and is not undertaking to form or acquire, or investigating the formation or acquisition of, an Affiliate Subsidiary, then all such costs and expenses incurred shall be for the benefit of the Loan Parties, or
(B) If Lone Star Technologies has not formed or acquired any Affiliate Subsidiary but is undertaking to form or acquire, or investigating the formation or acquisition of, an Affiliate Subsidiary, then all such costs and expenses shall either be for the benefit of the Loan Parties or for such undertaking or investigation and for no other purpose (including the making of a dividend to the shareholders of Lone Star Technologies) and shall be allocated to the Loan Parties and to such undertaking or investigation in a reasonable and customary manner, or
(C) if Lone Star Technologies has formed or acquired any Affiliate Subsidiaries, then Lone Star Technologies may allocate such costs and expenses between such Affiliate Subsidiaries and the Loan Parties pursuant to a cost sharing agreement provided that
(1) such agreement is reasonable as determined by the Agent prior to such time as such agreement is entered into, and
(2) all such costs and expenses so incurred and allocated to the Loan Parties and the Affiliate Subsidiaries shall be for the benefit of the Loan Parties or such Affiliate Subsidiaries and for no other purpose.
(iv) redeem by cash payment the Borrower's Preferred Stock (including cash dividends payable on such Preferred Stock that are accrued but not paid on the date of such redemption), provided that:
(a) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to such redemption;
(b) the Borrower shall demonstrate that it shall be in compliance with the covenants contained in the sections listed in the grid on Exhibit 8.2 computed as of the dates and subject to the adjustments set forth in such grid. Borrower shall deliver at least five (5) Business Days prior to the date on which Borrower makes such redemption payment (the "Redemption Payment Date") a certificate in the form of EXHIBIT 8.2.5 evidencing such compliance.
(v) pay dividends in the form of Borrower's common stock or the Borrower's Preferred Stock.
Appears in 1 contract
