Dividends and share redemption. (a) Except as permitted under paragraph (b) below, the Company shall ensure that no member of the Group (other than the Parent) will: (i) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital); (ii) repay or distribute any dividend or share premium reserve; (iii) pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of the Parent or any of the shareholders of the Parent; or (iv) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so. (b) Paragraph (a) above does not apply to: (i) a Permitted Payment; or (ii) a Permitted Transaction.
Appears in 2 contracts
Samples: Senior Facilities Agreement (NDS Group PLC), Mezzanine Facility Agreement (NDS Group PLC)
Dividends and share redemption. (a) Except as permitted under paragraph (b) below, the Company Parent shall not (and will ensure that no other member of the Restricted Group (other than the Parent) will:):
(i) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);
(ii) repay or distribute any dividend or share premium reserve;
(iii) pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of the Parent or any of the shareholders of the Parent; or
(iv) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.
(b) Paragraph (a) above does not apply to:
(i) a Permitted PaymentDistribution; or
(ii) a Permitted Transaction.Transaction (other than one referred to in paragraph (c) of the definition of that term). Restrictions on movement of cash - cash in
Appears in 2 contracts
Samples: Syndication and Amendment Agreement (Igate Corp), Facilities Agreement (Igate Corp)
Dividends and share redemption. (a) Except as permitted under paragraph (b) below, the Company Parent shall not (and will ensure that no other member of the Group (other than the Parent) will:):
(i) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);
(ii) repay or distribute any dividend or share premium reserve;
(iii) pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of the Parent or any of the shareholders of the Parent; or
(iv) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.
(b) Paragraph (a) above does not apply to:
(i) a Permitted PaymentDistribution; or
(ii) a Permitted TransactionTransaction (other than one referred to in paragraph (c) of the definition of that term).
Appears in 2 contracts
Samples: Financing Agreement, Financing Agreement (Cemex Sab De Cv)
Dividends and share redemption. (a) Except as permitted under paragraph (b) below, the Company Ultimate Parent shall not (and will ensure that no other member of the Group (other than the Parent) will:):
(i) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);
(ii) repay or distribute any dividend or share premium reserve;
(iii) pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of the Parent or any of the shareholders of the Ultimate Parent; or
(iv) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.
(b) Paragraph (a) above does not apply to:
(i) a Permitted PaymentDistribution; or
(ii) a Permitted TransactionTransaction (other than one referred to in paragraph (c) of the definition of that term).
Appears in 1 contract
Samples: Facilities Agreement (Velti PLC)
Dividends and share redemption. (a) Except as permitted under paragraph (b) belowbelow or otherwise agreed or notified by the Lender, the Company Parent shall not (and will ensure that no other member of the Group (other than the Parent) will:):
(i) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);
(ii) repay or distribute any dividend or share premium reserve;
(iii) pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of the Parent or any of the shareholders of the Parent; or
(iv) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.
(b) Paragraph (a) above does not apply to:
(i) a Permitted PaymentDistribution; or
(ii) a Permitted TransactionTransaction (other than one referred to in paragraph (e) of the definition of that term).
Appears in 1 contract
Dividends and share redemption. (a) Except as permitted under paragraph (b) below, the Company Parent shall not (and will ensure that no other member of the Group (other than the Parent) will:):
(i) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);
(ii) repay or distribute any dividend or share premium reserve;
(iii) pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of the Parent or any of the direct or indirect shareholders of the Parent; or
(iv) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.
(b) Paragraph (a) above does not apply to:
(i) a Permitted PaymentDistribution; or
(ii) a Permitted TransactionTransaction (other than one referred to in paragraph (c) of the definition of that term).
Appears in 1 contract
Samples: Senior Term and Revolving Facilities Agreement (Inspired Entertainment, Inc.)
Dividends and share redemption. (a) Except as permitted under paragraph (b) below, the Company Parent shall not (and will ensure that no other member of the Group (other than the Parent) will:):
(i) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);
(ii) repay or distribute any dividend or share premium reserve;
(iii) pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of the Parent or any of the direct or indirect shareholders of the Parent; or
(iv) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.
(b) Paragraph (a) above does not apply to:
(i) a Permitted PaymentDistribution; or
(ii) a Permitted TransactionTransaction (other than one referred to in paragraph (b) of the definition of that term).
(c) Notwithstanding paragraph (b)(i) above, the Parent will only declare a dividend or other distribution in accordance with its distribution policy as notified to its shareholders in its Original Financial Statements.
Appears in 1 contract
Dividends and share redemption. (a) Except as permitted under paragraph (b) below, the Company Parent shall not (and will ensure that no other member of the Group (other than the Parent) will:):
(i) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);
(ii) repay or distribute any dividend or share premium reserve;
(iii) pay or allow any member of the Group to pay any management, advisory or other fee or payment to or to the order of the Parent or any of the shareholders of the Parent; or
(iv) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.
(b) Paragraph (a) above does not apply to:
(i) a Permitted Payment; orDistribution;
(ii) a Permitted Payment; or
(iii) a Permitted Transaction.
Appears in 1 contract