Common use of Dividends and Related Distributions Clause in Contracts

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 Restricted Payment unless no Material Event of Default exists or would be caused thereby, except (a) dividends or other distributions payable to a Loan Party or a Non-Loan Party Subsidiary, provided that Loan Parties may only make dividends and distributions to Non-Loan Party Subsidiaries to the extent a dividend or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; (b) dividend payments or other distributions payable solely in the common stock or other common equity interests of such Person; (c) in the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) of the Company or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Company or any Subsidiary; (d) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days of the date of declaration thereof; and (f) other Restricted Payments in an aggregate amount not to exceed $5,000,000.00 in any fiscal year; subject, in each case, to compliance with Section 7.2.9.

Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to to, make or pay, or agree to become or remain liable to make or pay, any Restricted Payment unless no Material Event dividend or other distribution of Default exists any nature (whether in cash, property, securities or would be caused therebyotherwise) on account of or in respect of its shares of capital stock, partnership interests or limited liability company interests on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor), partnership interests or limited liability company interests, except (ai) dividends or other distributions payable to a another Loan Party or a Non-Loan Party SubsidiaryParty, (ii) Permitted Tax Distributions; provided that the Loan Parties may only make provide the Administrative Agent with reasonable information setting forth the amount of each such Permitted Tax Distribution, (iii) dividends and distributions payable pursuant to Non-Loan Party Subsidiaries to the extent a dividend or distribution and in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; (b) dividend payments accordance with stock option plans or other distributions payable solely in the common stock benefit plans for management or other common equity interests of such Person; (c) in the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any employees of the foregoing) of the Company Loan Parties, or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Company or any Subsidiary; (d) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days of the date of declaration thereof; and (fiv) other Restricted Payments dividends and distributions in an aggregate amount not to exceed $5,000,000.00 5,000,000 per fiscal year and $10,000,000 in the aggregate and payable by the Loan Parties to their shareholders and members in excess of the Permitted Tax Distributions; provided, however, that: (a) any fiscal year; subjectsuch dividend or distribution cannot be made prior to the Permitted Tax Distributions, in each case, (b) the Borrowers shall deliver to the Administrative Agent at least five (5) Business Days before such proposed dividend or distribution a certificate of the Borrowers evidencing (x) pro forma compliance with the Leverage Ratio set forth in Section 7.2.98.2.15 (measured as of the date of the dividend or distribution immediately after giving effect to such dividend or distribution and based upon Consolidated EBITDA for the four (4) fiscal quarters then ended) of less than 2.00 to 1.0, and (y) after giving pro forma effect to any Loans made or Letters of Credit issued in connection with such dividend, the Revolver Borrowers shall have the ability to borrow additional Revolving Credit Loans of not less than $15,000,000, and (c) at the time of any such dividend or distribution, no Event of Default or Potential Default shall exist or shall result after giving effect thereto.

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 Restricted Payment unless no Material Event of Default exists or would be caused thereby, thereby except for (a) dividends or other distributions payable to a Loan Party or a Non-Loan Party Subsidiary, provided that Loan Parties may only make dividends and distributions to Non-Loan Party Subsidiaries to the extent a dividend or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; (b) dividend payments or other distributions payable solely in the common stock or other common equity interests of such Person; (c) in the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) of the Company or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Company or any Subsidiary; (d) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days of the date of declaration thereof; and (f) other Restricted Payments in an aggregate amount not to exceed $5,000,000.00 in any fiscal year; subject, in each case, subject to compliance with Section 7.2.97.2.8.

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 Restricted Payment unless no Material Event of Default exists or would be caused thereby, thereby except for (a) dividends or other distributions payable to a Loan Party or a Non-Loan Non -Loan Party Subsidiary, provided that Loan Parties may only make dividends and distributions to Non-Loan Party Subsidiaries to the extent a dividend or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; provided further that no Domestic Loan Party may make, pay or agree to become liable to make or pay any Restricted Payment to any Foreign Loan Party; (b) dividend payments or other distributions payable solely in the common stock or other common equity interests of such Person; (c) in the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) of the Company or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Company or any Subsidiary; (d) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days of the date of declaration thereof; and (f) other Restricted Payments in an aggregate amount not to exceed $5,000,000.00 in any fiscal year; subjectsubjectprovided that, in each case, to compliance with Section 7.2.9.7.2.8 and no Material Event of Default exists or would be caused thereby. Notwithstanding the foregoing, on or after May 1, 2022 and on or prior to December 31, 20235, no Restricted Payments shall be made in cash by the Company pursuant to this Section 7.2.5 (other than as explicitly permitted by the foregoing clauses (a) through (f)) other than payment of ordinary cash dividends with respect to the issued and outstanding shares of its common stock in an aggregate amount per share not to exceed, in any fiscal quarter, $ 0.14 per share and only so long as (1) no Event of Default exists or would be caused thereby and (2) the Loan Parties are in pro forma compliance with Section 7.2.15 after giving effect to any such dividend of Restricted Payments in the ordinary course of business and consistent with past practice (i.e. payment of the Company’s regular dividend in effect as of May 1, 2022) and only so long as no Material Event of Default exists or would be caused thereby. 140

Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to to, make or pay, or agree to become or remain liable to make or pay, any Restricted Payment unless no Material Event dividend or other distribution of Default exists any nature (whether in cash, property, securities or would be caused therebyotherwise) on account of or in respect of its shares of capital stock, except partnership interests, limited liability company interests or other Equity Interests or any payment (including whether in cash, securities or other property) including any sinking fund or similar deposit on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor), partnership interests, limited liability company interests or other Equity Interests, except: (a) dividends or other distributions payable by any Subsidiary, directly or indirectly, to the Company, by any Domestic Loan Party to another Domestic Loan Party, by any Foreign Guarantor to a Foreign Borrower or another Foreign Guarantor or by a Subsidiary that is not a Loan Party or a Non-Loan Party to another Subsidiary, provided that Loan Parties may only make dividends and distributions to Non-Loan Party Subsidiaries to the extent a dividend or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; (b) the Company and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common equity interests Equity Interests of such Person; (c) repurchases or redemptions by the Company of any Equity Interests in the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire Company (i) in an amount not to exceed $25,000,000 in the aggregate for value equity interests the most recently completed three (including any restricted stock or restricted stock units3) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) fiscal quarters of the Company and the fiscal quarter in which the repurchase or any redemption is proposed to be made if the Consolidated Leverage Ratio as of its Subsidiaries pursuant the most recent fiscal quarter then ended is equal to any employee, management or director benefit plan less than 2.25 to 1.00 or any agreement (including any stock subscription or shareholder agreementii) with any employee, director, officer or consultant in an amount not to exceed $5,000,000 in the aggregate for the most recently completed three (3) fiscal quarters of the Company and the fiscal quarter in which the repurchase or redemption is proposed to be made if the Consolidated Leverage Ratio as of the most recent fiscal quarter then ended is greater than 2.25 to 1.00 provided that, prior to consummating any Subsidiarysuch repurchase or redemption, the Company shall demonstrate to the satisfaction of the Administrative Agent that after giving effect to such repurchase or redemption on a Pro Forma Basis, the Loan Parties shall be in compliance with their financial covenants set forth in this Agreement and shall certify that no Event of Default exists; (d) except to the extent the Net Cash Proceeds thereof are required to be applied to the prepayment of the Loans pursuant to Section 5.7.3 [Equity Issuances], the Company and each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of which shall be used to pay customary salarynew common Equity Interests so long as no Event of Default exists at the time of such purchase, bonus redemption or acquisition; and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days on the common and preferred stock of the date of declaration thereof; and (f) other Restricted Payments Company in an aggregate amount not to exceed $5,000,000.00 5,000,000 per annum. The Loan Parties shall not be considered to have violated clause (c) of this Section 8.2.5 [Dividends and Related Distributions] if the Company shall have satisfied the requirements of such clause at the time of the repurchase or redemption, irrespective of whether the Consolidated Leverage Ratio calculation, for the fiscal quarter in which such repurchase or redemption shall have been made or any subsequent fiscal year; subjectquarter, in each case, to compliance with Section 7.2.9.would not permit such purchase or redemption

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 Restricted Payment unless no Material Event of Default exists or would be caused thereby, thereby except for (a) dividends or other distributions payable to a Loan Party or a Non-Loan Party Subsidiary, provided that Loan Parties may only make dividends and distributions to Non-Loan Party Subsidiaries to the extent a dividend or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; (b) dividend payments or other distributions payable solely in the common stock or other common equity interests of such Person; (c) in the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) of the Company or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Company or any Subsidiary; (d) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days of the date of declaration thereof; and (f) other Restricted Payments in an aggregate amount not to exceed $5,000,000.00 in any fiscal year; subject, in each case, to compliance with Section 7.2.97.2.8 and no Material Event of Default exists or would be caused thereby. Notwithstanding the foregoing, on or after May 1, 2022 and on or prior to December 31, 2023, no Restricted Payments shall be made in cash pursuant to this Section 7.2.5 other than payment of Restricted Payments in the ordinary course of business and consistent with past practice (i.e. payment of the Company’s regular dividend in effect as of May 1, 2022) and only so long as no Material Event of Default exists or would be caused thereby.”

Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to to, make or pay, or agree to become or remain liable to make or pay, any Restricted Payment unless no Material Event dividend or other distribution of Default exists any nature (whether in cash, property, securities or would be caused therebyotherwise) on account of or in respect of its shares of capital stock, except partnership interests, limited liability company interests or other Equity Interests or any payment (including whether in cash, securities or other property) including any sinking fund or similar deposit on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor), partnership interests, limited liability company interests or other Equity Interests, except: (a) dividends or other distributions payable by any Subsidiary, directly or indirectly, to the Company, by any Domestic Loan Party to another Domestic Loan Party, by any Foreign Guarantor to a Foreign Borrower or another Foreign Guarantor or by a Subsidiary that is not a Loan Party or a Non-Loan Party to another Subsidiary, provided that Loan Parties may only make dividends and distributions to Non-Loan Party Subsidiaries to the extent a dividend or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; (b) the Company and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common equity interests Equity Interests of such Person; (c) repurchases or redemptions by the Company of any Equity Interests in the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire Company (i) in an amount not to exceed $40,000,000 in the aggregate for value equity interests the most recently completed three (including any restricted stock or restricted stock units3) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) fiscal quarters of the Company and the fiscal quarter in which the repurchase or any redemption is proposed to be made if the Consolidated Leverage Ratio as of its Subsidiaries pursuant the most recent fiscal quarter then ended is equal to any employee, management or director benefit plan less than 2.25 to 1.00 or any agreement (including any stock subscription or shareholder agreementii) with any employee, director, officer or consultant in an amount not to exceed $5,000,000 in the aggregate for the most recently completed three (3) fiscal quarters of the Company and the fiscal quarter in which the repurchase or redemption is proposed to be made if the Consolidated Leverage Ratio as of the most recent fiscal quarter then ended is greater than 2.25 to 1.00 provided that, (1) prior to consummating any Subsidiarysuch repurchase or redemption, the Company shall demonstrate to the satisfaction of the Administrative Agent that after giving effect to such repurchase or redemption on a Pro Forma Basis, the Loan Parties shall be in compliance with their financial covenants set forth in this Agreement and shall certify that no Event of Default exists and (2) no such repurchase or redemption shall be made until after the Compliance Certificate 12/31/14 Delivery Date; (d) except to the extent the Net Cash Proceeds thereof are required to be applied to the prepayment of the Loans pursuant to Section 5.7.3 [Equity Issuances], the Company and each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of which shall be used to pay customary salarynew common Equity Interests so long as no Event of Default exists at the time of such purchase, bonus redemption or acquisition; and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days on the common and preferred stock of the date of declaration thereof; and (f) other Restricted Payments Company in an aggregate amount not to exceed $5,000,000.00 2,500,000 per annum. The Loan Parties shall not be considered to have violated clause (c) of this Section 8.2.5 [Dividends and Related Distributions] if the Company shall have satisfied the requirements of such clause at the time of the repurchase or redemption, irrespective of whether the Consolidated Leverage Ratio calculation, for the fiscal quarter in which such repurchase or redemption shall have been made or any subsequent fiscal year; subjectquarter, in each case, to compliance with Section 7.2.9would not permit such purchase or redemption.

Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to to, make or pay, or agree to become or remain liable to make or pay, any Restricted Payment unless no Material Event dividend or other distribution of Default exists any nature (whether in cash, property, securities or would be caused therebyotherwise) on account of or in respect of its shares of Capital Stock, on account of the purchase, redemption, retirement or acquisition of its shares of Capital Stock (or warrants, options or rights therefor) except (ai) dividends or other distributions payable to a Loan Party or (or, in the case of a Non-Loan Party Foreign Subsidiary, provided that a non-wholly owned Subsidiary or Joint Venture, to a Foreign Subsidiary or Loan Parties may only make dividends and distributions to Non-Loan Party Subsidiaries Party), (ii) the Specified Distribution, (iii) Tax Distributions in connection with any period the Borrower is or was a corporation with Subchapter S status for tax purposes or is or was otherwise taxable as a partnership, (iv) any distribution or redemption in respect of Borrower Equity Interests pursuant to the extent a dividend or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; (b) dividend payments or other distributions payable solely in the common stock or other common equity interests of such Person; (c) in the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any terms of the foregoing) of the Company or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Company or any Subsidiary; (d) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days of the date of declaration thereof; Stock Option Agreements and (fv) other Restricted Payments (x) after an IPO has been consummated, additional dividends or distributions made by the Borrower in an aggregate amount not to exceed $5,000,000.00 in any fiscal year; subject2,000,000 during the term of this Agreement or (y) if an IPO has not been consummated and the Borrower has made the Mandatory TL Prepayment (Unused Proceeds), additional dividends or distributions made by the Borrower, provided that, in each casethe case of this clause (y) only, (A) no Event of Default or Potential Default exists at both the time of declaration and payment of such dividend or distribution and (B) after giving effect to compliance with Section 7.2.9such payment, the Borrower’s Liquidity shall not be less than $15,000,000.