Dividends and Stock Redemptions. Other than in connection with any future financing involving preferred stock or the retirement/surrender of founder’s shares presently contemplated, the Purchaser will not (i) purchase or otherwise retire any of its shares of capital stock or (ii) declare or pay dividends on, or make any other distribution on or in respect of, any shares of its capital stock.
Dividends and Stock Redemptions. Such Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, (A) redeem, purchase or otherwise retire any of its shares of capital stock, (B) declare or pay any dividends on any class or classes of capital stock, (C) return capital to its stockholders, or (D) make any other distribution on or in respect of any shares of any class of capital stock, provided that (i) Rail may declare and pay dividends on its capital stock if immediately before or immediately after giving effect thereto no Default or Event of Default exists or would exist as a result thereof (including, without limitation, any breach of Subsections 8.13(A) or (B)), and Rail gives to Agent and the Lenders not less than thirty (30) days prior written notice of any such action and (ii) any Subsidiary of a Borrower may declare and pay dividends or otherwise make distributions to such Borrower or any other wholly-owned Subsidiary of such Borrower.
Dividends and Stock Redemptions. The Real Estate Company shall not (i) declare, make or pay any dividend or other distribution (whether in cash, property or rights or obligations) to or for the benefit of any officer, member, manager, shareholder, director, or any Affiliate; provided, however, that notwithstanding anything herein to the contrary, the Borrower shall be permitted to make such dividends or distributions, provided, that both immediately before such contemplated dividend or distribution or after giving effect to any such dividend or distribution, no Default or Event of Default shall exist or have occurred or result therefrom (including, without limitation, any Default or Event of Default arising from a breach of the financial covenants described in Section 9.17), otherwise any such payment shall be restricted; provided, further, regardless of a Default or an Event of Default, the Real Estate Company shall be permitted to make distributions that will be used by Strawberry Fields REIT, Inc. solely to make distributions that are necessary for Strawberry Fields REIT, Inc. to maintain its REIT status; or (ii) purchase or redeem any of the capital stock or equity interests of the Real Estate Company or any options or warrants with respect thereto, declare or pay any dividends or distributions thereon, or set aside any funds for any such purpose.
Dividends and Stock Redemptions. The Borrower shall not (a) declare, make or pay any dividend or other distribution (whether in cash, property or rights or obligations) to or for the benefit of any officer, member, director, or any Affiliate other than (i) to Guarantor, provided that both immediately before such contemplated payment(s) or after giving effect to any such payment(s) Borrower is in compliance with Section 9.12(a) hereof, (ii) the Required Dividends and Redemption Amounts, (iii) distributions under the Borrower Cash Management Program, including distributions for Guarantor’s normal quarterly dividends to common shareholders, and (iv) payment of the management fees under the Management Agreements, or (b) purchase or redeem any of the Stock of the Borrower or any options or warrants with respect thereto, declare or pay any dividends or distributions thereon, or set aside any funds for any such purpose. Notwithstanding the foregoing or anything to the contrary contained herein, the foregoing declarations, payments, distributions, purchases or redemptions set forth in this Section 9.9 shall, in each case, be in both manner and amount consistent with the Borrower’s historical practices.
Dividends and Stock Redemptions. Neither the Borrower nor any of its Subsidiaries, if any, shall directly or indirectly, (a) apply any of its funds, property or assets to, or set apart any funds, property or assets for, the purchase, redemption or retirement of, or make any distribution, by reduction of capital or otherwise in respect of any of its shares of capital stock or other securities, whether now or hereafter outstanding, or (b) declare or pay, or set apart any funds for the payment of, any dividends in any calendar year on any class or classes of stock, except for (i) dividends in an aggregate amount not to exceed the amount of federal and state income taxes attributable to any preceding calendar year (and estimated for the current year) from such stockholders' ownership of stock of the Borrower and (ii) additional dividends in an amount not to exceed fifty percent (50%) of the excess of the net income of the Borrower and its Subsidiaries, if any, determined on a consolidated basis in accordance with GAAP, for the preceding calendar year, over the dividends declared, paid or set apart for payment pursuant to clause (i) above during the calendar year for which the additional dividends in this clause (ii) are being calculated, provided, that additional dividends pursuant to this clause (ii) may be declared, paid or set apart only if (y) the Agent shall have received the financial statements required by clause (b) of Section 7.1 as of the last day of the calendar year for which such dividends are being calculated, together with the officer's certificate required by Section 7.1 for such period demonstrating and certifying that no Default or Event of Default has occurred and existed as of the last day of such calendar year and (z) no Default or Event of Default shall have occurred and be continuing at the time of any such declaration, payment or setting apart, or shall result therefrom.
Dividends and Stock Redemptions. Borrower shall not (a) declare, make or pay any dividend or other distribution (whether in cash, property or rights or obligations) with respect to any Stock of Borrower; or (b) purchase or redeem any of the Stock of Borrower (whether common, preferred, or otherwise) or any options or warrants with respect thereto or set aside any funds for any such purpose; provided, however, Borrower shall be permitted to make (i) distributions to Ultimate Parent to pay franchise taxes, pay ordinary course operating expenses and maintain its legal existence, (ii) dividend payments or as long as no Change of Control occurs other distributions payable solely in the Stock of such Person, and (iii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and Borrower is in compliance with the financial covenants set forth in Section 9.12 both immediately before and will be in compliance therewith after any such contemplated action, Borrower will be permitted to make distributions to Ultimate Parent for Ultimate Parent to redeem Ultimate Parent’s Stock of former employees of Ultimate Parent or Borrower; provided, however, in no event shall the aggregate amount of such distributions exceed $100,000.
Dividends and Stock Redemptions. The Borrower shall not (i) declare, make or pay any dividend or other distribution (whether in cash, property or rights or obligations) to or for the benefit of any officer, shareholder, director, or any Affiliate or (ii) purchase or redeem any of the capital stock of the Borrower or any options or warrants with respect thereto, declare or pay any dividends or distributions thereon, or set aside any funds for any such purpose.
Dividends and Stock Redemptions. 61 8.9 Issuance of Stock...................................
Dividends and Stock Redemptions. Borrower shall not, without the ------------------------------- prior written consent of Lender, directly or indirectly, (i) redeem, purchase or otherwise retire any of its shares of capital stock, (ii) declare or pay any dividends in any fiscal year on any class or classes of stock, (iii) return capital to its stockholders or (iv) make any other distribution on or in respect of any shares of any class of capital stock not provided for in this subsection ---------- 7.5. ---
Dividends and Stock Redemptions. Borrower shall not, and Borrower shall not permit any of its Subsidiaries to, without the prior written consent of the Required Lenders, directly or indirectly, (i) redeem, purchase or otherwise retire any of its shares of capital stock, or enter into any agreement to redeem, purchase or otherwise retire any of its shares of capital stock, (ii) declare or pay any dividends in any Fiscal Year on any class or classes of capital stock (other than the dividends on the common stock of Borrower payable solely in shares of such common stock), (iii) return capital of Borrower or any Subsidiary to its stockholders, or (iv) make any other distribution on or in respect of any shares of any class of capital stock of Borrower or any Subsidiary, including without limitation any distribution or payment on or in respect of any stock appreciation rights, or enter into any agreement to make any such distribution or payment (clauses (i) through (iv) are hereinafter collectively referred to as "Dividends and Distributions"); provided, however, that if no Default or Event of Default has occurred and is continuing or would occur as a result thereof, then
(a) Borrower may make cash payments for the redemption or repurchase of capital stock of Borrower, provided that (i) all such cash payments made pursuant to this clause (a) do not exceed $250,000 in the aggregate in any Fiscal Year, and (ii) Borrower may otherwise redeem or repurchase capital stock of Borrower with other capital stock of Borrower, (b) any Subsidiary may declare and pay (i) cash dividends and distributions to Borrower, and (ii) stock dividends to Borrower so long as any pledge agreement from Borrower to Agent is amended to reflect the addition of such shares paid as stock dividends and such shares are delivered to Agent, along with stock powers executed in blank, (c) at any time subsequent to the Structure Change, Borrower may pay dividends or make distributions to its shareholders in an aggregate amount not greater than the amount necessary for such shareholders to pay their actual state and U.S. federal income tax liabilities in respect of income earned by Borrower subsequent to the Structure Change, (d) so long as each of the First Tier Conditions have been satisfied as determined by Agent in its discretion, Borrower may make Fractional Share Purchases; provided that the aggregate amount paid to all shareholders in connection with all Fractional Share Purchases does not exceed $2,000,000, and (e) at any time ...
