Dividends and share redemption. 22.18.1 Except as permitted under 22.18.2 below, the Borrower shall not (and will ensure that no other member of the Group will): (a) 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) or any additional paid in capital; (b) repay or distribute any dividend or share premium reserve; (c) pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of any of the shareholders of the Borrower; or (d) redeem, repurchase, defease, retire, reduce, cancel or repay any of its share capital or resolve to do so. 22.18.2 Clause 22.18.1 above does not apply to: (a) a Permitted Distribution; (b) a Permitted Payment; or (c) a Permitted Transaction which is referred to in paragraph (a) of the definition of that term.
Appears in 2 contracts
Samples: Term Facility Agreement (Enstar Group LTD), Term Facility Agreement (Enstar Group LTD)
Dividends and share redemption. 22.18.1 (a) Except as permitted under 22.18.2 23.17(b) below, the Borrower shall not (and will ensure that no other member of the Group will):
(ai) 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) or any additional paid in capital;
(bii) repay or distribute any dividend or share premium reserve;
(ciii) pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of any of the shareholders of the Borrower; or
(div) redeem, repurchase, defease, retire, reduce, cancel or repay any of its share capital or resolve to do so.
22.18.2 (b) Clause 22.18.1 23.17(a) above does not apply to:
(ai) a Permitted Distribution;
(bii) a Permitted Payment; or
(ciii) a Permitted Transaction which is referred to in paragraph (a) of the definition of that termTransaction.
Appears in 1 contract
Dividends and share redemption. 22.18.1 25.16.1 Except as permitted under 22.18.2 Clause 25.16.2 below, the Borrower Company shall not (and will ensure that no other member of the Group will):will):-
(a) 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) or any additional paid in capital);
(b) repay or distribute any dividend or share premium reserve;
(c) pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of any of the shareholders of the BorrowerCompany; or
(d) redeem, repurchase, defease, retire, reduce, cancel retire or repay any of its share capital or resolve to do so.
22.18.2 25.16.2 Clause 22.18.1 25.16.1 above does not apply to:apply:-
(a) to a Permitted Distribution;; or
(b) a Permitted Payment; or
(c) to a Permitted Transaction which is (other than one referred to in paragraph sub-clause (ae) of the definition of that term).
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Claires Stores Inc)