Common use of Dividends and Related Distributions Clause in Contracts

Dividends and Related Distributions. Each of the Loan Parties shall not 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 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 (i) subject to Section 8.2.17 [Restrictions on Specified Excluded Subsidiaries], dividends or other distributions payable to another Loan Party, (ii) dividends or other distributions not to exceed $0.16 per share multiplied by (A) the outstanding shares of Borrower as of the Closing Date (other than equity issued to employees, officers, or directors of any Loan Party that is issued in connection with such person’s compensation), plus (B) any shares issued after the Closing Date in connection with any Equity Issuances, at any given time per fiscal year, provided that the Borrower shall, at least five (5) Business Days prior to such dividend or distribution, deliver a compliance certificate, in form and substance reasonably satisfactory to the Administrative Agent certifying that, prior to and immediately after making such dividend or distribution: (a) the Leverage Ratio (on a Pro Forma Basis) after giving effect thereto, is less than or equal to 2.0 to 1.0, (b) the amount of Availability shall not be less than $30,000,000 and (c) there shall exist no Event of Default; and (iii) dividends or other distributions equal to an amount less than or equal to the Net Specified Excluded Subsidiary Distribution Amount received by the Loan Parties for the trailing twelve month period, provided that prior to making such dividends or distributions, the Borrower shall deliver a compliance certificate, in form and substance reasonable satisfactory to the Administrative Agent, certifying: (a) that the Leverage Ratio for the fiscal quarter most recently ended and the Leverage Ratio (on a Pro Forma Basis) after giving effect thereto, are both less than or equal to 2.0 to 1.0, (b) that the amount of Availability prior to and after giving effect thereto is greater than or equal to $30,000,000, and (c) that the Fixed Charge Coverage Ratio (on a Pro Forma Basis) after giving effect thereto is greater than or equal to 1.0 to 1.0.

Dividends and Related Distributions. Each of the Loan Parties may make or pay dividends and distributions 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, if, at the time of such dividend or distribution and after giving effect thereto, the Borrowers have Unused Availability of not less than $25,000,000. If at the time of such dividend or distribution and after giving effect thereto the Borrowers have Unused Availability of less than $25,000,000, 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 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 (i) subject to Section 8.2.17 [Restrictions on Specified Excluded Subsidiaries], that the Loan Parties may pay dividends or other distributions payable to another Loan Party; and the Loan Parties may pay dividends in any fiscal quarter after the Borrowers deliver their quarterly financial statements and compliance certificate pursuant to Sections 7.3.1 and 7.3.3 for the immediately preceding fiscal quarter, (ii) dividends or other distributions in an aggregate amount not to exceed $0.16 per share multiplied by (A) the outstanding shares of Borrower as 50% of the Closing Date consolidated net income (other than equity issued to employees, officers, or directors computed in accordance with GAAP) of the Borrowers for such immediately preceding four fiscal quarters less any Loan Party that is issued in connection with dividend payments made during such person’s compensation), plus (B) any shares issued after the Closing Date in connection with any Equity Issuances, at any given time per immediately preceding four fiscal yearquarters, provided that the Borrower shall, at least five (5) Business Days prior to such dividend or distribution, deliver a compliance certificate, in form and substance reasonably satisfactory to the Administrative Agent certifying that, prior to and immediately after making such dividend or distribution: (a) no Potential Default or Event of Default shall exist on the Leverage Ratio (date on a Pro Forma Basis) which the Borrowers’ make such dividend payment after giving effect thereto, is less than or equal to 2.0 to 1.0, such dividend payment; and (b) the Borrowers shall demonstrate the fact described in clause (a) immediately above in the compliance certificate which they deliver for such fiscal quarter. Provided that no Potential Default or Event of Default exists and is continuing on the date of payment, if any Other Permitted Investment described in and permitted under Section 7.2.4(v) and (vi) is sold for cash or otherwise liquidated or repaid for cash and if the consolidated net income (computed in accordance with GAAP) of the Borrowers for the four fiscal quarters immediately preceding the date of the proposed payment is greater than zero, the Loan Parties may pay dividends (after subtracting from such proposed dividend payment the aggregate amount of Availability shall not be less than $30,000,000 and (cdividends paid under this Section 7.2.5(iii) there shall exist no Event of Default; and (iiiwithin the immediately preceding four fiscal quarters) dividends or other distributions equal to in an aggregate amount less than or equal to the Net Specified Excluded Subsidiary Distribution Amount received by the Loan Parties for the trailing twelve month period, provided that prior to making such dividends or distributions, the Borrower shall deliver a compliance certificate, in form and substance reasonable satisfactory to the Administrative Agent, certifying: (a) that the Leverage Ratio for the fiscal quarter most recently ended and the Leverage Ratio (on a Pro Forma Basis) after giving effect thereto, are both less than or equal to 2.0 to 1.0, (b) that the amount of Availability prior to and after giving effect thereto is greater than or equal to $30,000,000, and (c) that the Fixed Charge Coverage Ratio (on a Pro Forma Basis) after giving effect thereto is greater than or equal to 1.0 to 1.0.lesser of:

Dividends and Related Distributions. Each of the Loan Parties shall not 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 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 (i) subject to Section 8.2.17 [Restrictions on Specified Excluded SubsidiariesHourglass Sands and High Point], dividends or other distributions payable to another Loan Party, (ii) dividends or other distributions not to exceed $0.16 per share multiplied by (A) the outstanding shares of Borrower as of the Closing Date (other than equity issued to employees, officers, or directors of any Loan Party that is issued in connection with such person’s compensation), plus (B) any shares issued after the Closing Date in connection with any Equity Issuances, at any given time per fiscal year, provided that the Borrower shall, at least five (5) Business Days prior to such dividend or distribution, deliver a compliance certificate, in form and substance reasonably satisfactory to the Administrative Agent certifying that, prior to and immediately after making such dividend or distribution: : (a) the Leverage Ratio (it shall be in compliance on a Pro Forma Basis) after giving effect theretoBasis with the covenant contained in Section 8.2.16 [Maximum Leverage Ratio], is less than or equal except that for the sole purpose of measuring such Pro Forma Basis compliance, the maximum ratio set forth in Section 8.2.16 [Maximum Leverage Ratio] shall be deemed to 2.0 to 1.0be reduced by 0.50, (b) the amount of Availability shall not be less than $30,000,000 and (c) there shall exist no Event of Default; and (iii) dividends or other distributions equal to an amount less than or equal to the Net Specified Excluded Subsidiary Hourglass Distribution Amount received by the Loan Parties for the trailing twelve month period, provided that prior to making such dividends or distributions, the Borrower shall deliver a compliance certificate, in form and substance reasonable satisfactory to the Administrative Agent, certifying: (a) that the Leverage Ratio for the fiscal quarter most recently ended and the Leverage Ratio (on a Pro Forma Basis) after giving effect thereto, are both less than or equal to 2.0 to 1.0, (b) that the amount of Availability prior to and after giving effect thereto is greater than or equal to $30,000,000, and (c) that the Fixed Charge Coverage Ratio (on a Pro Forma Basis) after giving effect thereto is greater than or equal to 1.0 to 1.0.

Dividends and Related Distributions. Each of the Loan Parties may make or pay dividends and distributions 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, if, at the time of such dividend or distribution and after giving effect thereto, the Borrowers have Unused Availability of not less than $25,000,000. If at the time of such dividend or distribution and after giving effect thereto the Borrowers have Unused Availability of less than $25,000,000, 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 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 that (i) subject to Section 8.2.17 [Restrictions on Specified Excluded Subsidiaries], the Loan Parties may pay dividends or other distributions payable to another Loan Party, ; and (ii) the Loan Parties may pay dividends or other distributions in any fiscal quarter after the Borrowers deliver their quarterly financial statements and compliance certificate pursuant to Sections 7.3.1 and 7.3.3 for the immediately preceding fiscal quarter, in an aggregate amount not to exceed $0.16 per share multiplied by (A) the outstanding shares of Borrower as 50% of the Closing Date consolidated net income (other than equity issued to employees, officers, or directors computed in accordance with GAAP) of the Borrowers for such immediately preceding four fiscal quarters less any Loan Party that is issued in connection with dividend payments made during such person’s compensation), plus (B) any shares issued after the Closing Date in connection with any Equity Issuances, at any given time per immediately preceding four fiscal yearquarters, provided that the Borrower shall, at least five (5) Business Days prior to such dividend or distribution, deliver a compliance certificate, in form and substance reasonably satisfactory to the Administrative Agent certifying that, prior to and immediately after making such dividend or distribution: (a) no Potential Default or Event of Default shall exist on the Leverage Ratio (date on a Pro Forma Basis) which the Borrowers’ make such dividend payment after giving effect thereto, is less than or equal to 2.0 to 1.0, such dividend payment; and (b) the amount of Availability Borrowers shall not be less than $30,000,000 and demonstrate the fact described in clause (ca) there shall exist no Event of Default; and immediately above in the compliance certificate which they deliver for such fiscal quarter. (iii) Provided that no Potential Default or Event of Default exists and is continuing on the date of payment, if any Other Permitted Investment described in and permitted under Section 7.2.4(v) and (vi) is sold for cash or otherwise liquidated or repaid for cash and if the consolidated net income (computed in accordance with GAAP) of the Borrowers for the four fiscal quarters immediately preceding the date of the proposed payment is greater than zero, the Loan Parties may pay dividends or other distributions equal to (after subtracting from such proposed dividend payment the aggregate amount of dividends paid under this Section 7.2.5(iii) within the immediately preceding four fiscal quarters) in an aggregate amount less than or equal to the Net Specified Excluded Subsidiary Distribution Amount received by the Loan Parties for the trailing twelve month period, provided that prior to making such dividends or distributions, the Borrower shall deliver a compliance certificate, in form and substance reasonable satisfactory to the Administrative Agent, certifying: lesser of: (a) that the Leverage Ratio for excess of (1) the fiscal quarter most recently ended net cash proceeds from such sale (less the cost of disposition, if any) over (2) the Investment Consideration paid, incurred or given in connection with such Permitted Investment, and the Leverage Ratio (on a Pro Forma Basis) after giving effect thereto, are both less than or equal to 2.0 to 1.0, (b) that the amount of Availability prior to and after giving effect thereto is greater than or equal to $30,000,000, and (c) that the Fixed Charge Coverage Ratio (on a Pro Forma Basis) after giving effect thereto is greater than or equal to 1.0 to 1.02,000,000.

Dividends and Related Distributions. Each of the Loan Parties may make or pay dividends and distributions 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, if, at the time of such dividend or distribution and after giving effect thereto, the Borrowers have Unused Availability of not less than $25,000,000. If at the time of such dividend or distribution and after giving effect thereto the Borrowers have Unused Availability of less than $25,000,000, 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 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 (i) subject to Section 8.2.17 [Restrictions on Specified Excluded Subsidiaries], that the Loan Parties may pay dividends or other distributions payable to another Loan Party; and the Loan Parties may pay dividends in any fiscal quarter after the Borrowers deliver their quarterly financial statements and compliance certificate pursuant to Sections 7.3.1 and 7.3.3 for the immediately preceding fiscal quarter, (ii) dividends or other distributions in an aggregate amount not to exceed $0.16 per share multiplied by (A) the outstanding shares of Borrower as 50% of the Closing Date consolidated net income (other than equity issued to employees, officers, or directors computed in accordance with GAAP) of the Borrowers for such immediately preceding four fiscal quarters less any Loan Party that is issued in connection with dividend payments made during such person’s compensation), plus (B) any shares issued after the Closing Date in connection with any Equity Issuances, at any given time per immediately preceding four fiscal yearquarters, provided that the Borrower shall, at least five (5) Business Days prior to such dividend or distribution, deliver a compliance certificate, in form and substance reasonably satisfactory to the Administrative Agent certifying that, prior to and immediately after making such dividend or distribution: (a) no Potential Default or Event of Default shall exist on the Leverage Ratio (date on a Pro Forma Basis) which the Borrowers’ make such dividend payment after giving effect thereto, is less than or equal to 2.0 to 1.0, such dividend payment; and (b) the Borrowers shall demonstrate the fact described in clause (a) immediately above in the compliance certificate which they deliver for such fiscal quarter. Provided that no Potential Default or Event of Default exists and is continuing on the date of payment, if any Other Permitted Investment described in and permitted under Section 7.2.4(v) and (vi) is sold for cash or otherwise liquidated or repaid for cash and if the consolidated net income (computed in accordance with GAAP) of the Borrowers for the four fiscal quarters immediately preceding the date of the proposed payment is greater than zero, the Loan Parties may pay dividends (after subtracting from such proposed dividend payment the aggregate amount of Availability shall not be less than $30,000,000 and (cdividends paid under this Section 7.2.5(iii) there shall exist no Event of Default; and (iiiwithin the immediately preceding four fiscal quarters) dividends or other distributions equal to in an aggregate amount less than or equal to the Net Specified Excluded Subsidiary Distribution Amount received by the Loan Parties for the trailing twelve month period, provided that prior to making such dividends or distributions, the Borrower shall deliver a compliance certificate, in form and substance reasonable satisfactory to the Administrative Agent, certifying: lesser of: (a) that the Leverage Ratio for excess of (1) the fiscal quarter most recently ended net cash proceeds from such sale (less the cost of disposition, if any) over (2) the Investment Consideration paid, incurred or given in connection with such Permitted Investment, and the Leverage Ratio (on a Pro Forma Basis) after giving effect thereto, are both less than or equal to 2.0 to 1.0, (b) that the amount of Availability prior to and after giving effect thereto is greater than or equal to $30,000,000, and (c) that the Fixed Charge Coverage Ratio (on a Pro Forma Basis) after giving effect thereto is greater than or equal to 1.0 to 1.02,000,000.

Dividends and Related Distributions. Each of the Loan Parties shall not 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 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 (i) subject to Section 8.2.17 [Restrictions on Specified Excluded Hallador Sands and its Subsidiaries], dividends or other distributions payable to another Loan Party, (ii) dividends or other distributions not to exceed $0.16 per share multiplied by (A) the outstanding shares of Borrower as of the Closing Date (other than equity issued to employees, officers, or directors of any Loan Party that is issued in connection with such person’s 's compensation), plus (B) any shares issued after the Closing Date in connection with any Equity Issuances, at any given time per fiscal year, provided that the Borrower shall, at least five (5) Business Days prior to such dividend or distribution, deliver a compliance certificate, in form and substance reasonably satisfactory to the Administrative Agent certifying that, prior to and immediately after making such dividend or distribution: : (a) the Leverage Ratio (it shall be in compliance on a Pro Fornax Basis with the covenant contained in Section 8.2.16 [Maximum Leverage Ratio], except that for the sole purpose of measuring such Pro Forma Basis) after giving effect theretoBasis compliance, is less than or equal the maximum ratio set forth in Section 8.2.16 [Maximum Leverage Ratio] shall be deemed to 2.0 to 1.0be reduced by 0.25, (b) the amount of Availability shall not be less than $30,000,000 and (c) there shall exist no Event of Default; and (iii) dividends or other distributions equal to an amount less than or equal to the Net Specified Excluded Subsidiary Hallador Sands Distribution Amount received by the Loan Parties for the trailing twelve month period, provided that prior to making such dividends or distributions, the Borrower shall deliver a compliance certificate, in form and substance reasonable satisfactory to the Administrative Agent, certifying: (a) that the Leverage Ratio for the fiscal quarter most recently ended and the Leverage Ratio (on a Pro Forma Basis) after giving effect thereto, are both less than or equal to 2.0 to 1.0, (b) that the amount of Availability prior to and after giving effect thereto is greater than or equal to $30,000,000, and (c) that the Fixed Charge Coverage Ratio (on a Pro Forma Basis) after giving effect thereto is greater than or equal to 1.0 to 1.0.