Dividends; Capital Stock. Declare or pay, directly or indirectly, any dividends or make any other distribution, redemption, repurchase or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Company, or set apart any sum for the aforesaid purposes (any such dividend, distribution, redemption, repurchase or payment declared, paid or made, or sum set apart therefor, a “Restricted Payment”) except for (i) Restricted Payments made on or after the Effective Date in accordance with the Plan and/or the Disclosure Statement; (ii) Restricted Payments made when (A) no Default or Event of Default shall have occurred and is continuing or would result immediately therefrom and (B) the Restricted Payment Conditions with respect thereto are satisfied on the date such Restricted Payment is made, provided that solely for purposes of this clause (B), a non-recurring discretionary payment of dividends, if any, that has been made under Section 5.02(e)(v) shall be excluded from the calculation of Fixed Charge Coverage Ratio in determining whether the Fixed Charge and Liquidity Conditions are satisfied; (iii) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company (and any direct or indirect parent thereof) held by any future, current or former employee, director, officer or consultant of the Company (or any Subsidiary) (or their respective spouses and/or estates) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year will not exceed $5,000,000 (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); (iv) the declaration and payment of dividends by the Company to any direct or indirect parent company of the Company that owns 100% of the Company’s common stock in aggregate amounts not to exceed the aggregate amount required for such parent company to pay, in each case without duplication: (A) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of the Company and its Subsidiaries; (B) foreign, federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Company and its Subsidiaries, provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Company and its Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Company, and Subsidiaries to pay such taxes separately from any such parent company; (C) customary salary, bonus, indemnification obligations and other benefits payable to officers, directors and employees or former officers, directors or employees of such parent company to the extent such salaries, bonuses, indemnification obligations and other benefits are attributable to the ownership or operation of the Company and its Subsidiaries; (D) general corporate overhead expenses of such parent company to the extent such expenses are attributable to the ownership or operation of the Company and its Subsidiaries; (E) fees and expenses incurred by such parent company in connection with any unsuccessful equity issuances or incurrences of Debt to the extent the net proceeds thereof were intended to be contributed to the Company; and (F) taxes with respect to income of any such parent company derived from funding made available to the Company and its Subsidiaries by such parent company; (v) the payment of dividends on the Company’s common stock in an annual amount not to exceed 6.0% of the net cash proceeds received by or contributed to the Company from any public offering of common stock, other than public offerings (provided that such dividends are provided substantially contemporaneously with such offering) with respect to the Company’s common stock registered on Form S-8 (or any successor form); (vi) the payment of dividends by the Company consisting solely of shares of the Company’s common stock or other Equity Interests of the Company (other than Redeemable Equity Interests); (vii) the payment of any dividend by a Subsidiary of the Company to the holders of its Equity Interests (on a pro rata basis, subject to any preferential arrangements in existence at the time of, and not entered into in contemplation of, such dividend); (viii) the repurchase of Equity Interests deemed to occur upon the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof and applicable withholding taxes, if any; (ix) payments of cash, dividends, distributions, advances or other Restricted Payments by the Company or any of its Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (A) the exercise of options or warrants or (B) the conversion or exchange of Equity Interests of any such Person; (x) any Restricted Payment made in connection with the transactions arising out of the Plan; (xi) the declaration and payment of dividends or distributions to holders of any class or series of Redeemable Equity Interests of the Company or any Subsidiary issued in accordance with Section 5.02(b); and (xii) purchases of Receivables Assets pursuant to a Receivables Repurchase Obligation in connection with a Foreign Asset Based Financing and the payment or distribution of Receivables Fees. 124 Chemtura (Revolving Facility) Credit Agreement
Appears in 1 contract
Samples: Senior Secured Revolving Facilities Credit Agreement (Chemtura CORP)
Dividends; Capital Stock. Declare or pay, directly or indirectly, any dividends or make any other distribution, redemption, repurchase or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the CompanyBorrower, or set apart any sum for the aforesaid purposes (any such dividend, distribution, redemption, repurchase or payment declared, paid or made, or sum set apart therefor, a “Restricted Payment”) except for (i) Restricted Payments made on or after the Effective Escrow Release Date in accordance with the Plan and/or the Disclosure Statement; (ii) Restricted Payments made when (A) out of the Available Amount, provided that no Default or Event of Default shall have occurred and is continuing or would result immediately therefrom and (B) the Restricted Payment Conditions with respect thereto are satisfied on the date provided further that after giving effect to such Restricted Payment is madeand any Debt incurred in connection therewith, provided that solely for purposes the Borrower would be in compliance on a pro forma basis with the requirements of this clause (B), a non-recurring discretionary payment of dividends, if any, that has been made under Section 5.02(e)(v) shall be excluded from the calculation of Fixed Charge Coverage Ratio in determining whether the Fixed Charge and Liquidity Conditions are satisfied5.04; (iii) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company Borrower (and any direct or indirect parent thereof) held by any future, current or former employee, director, officer or consultant of the Company Borrower (or any Subsidiary) (or their respective spouses and/or estates) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year will not exceed $5,000,000 (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); (iv) the declaration and payment of dividends by the Company Borrower to any direct or indirect parent company of the Company Borrower that owns 100% of the CompanyBorrower’s common stock in aggregate amounts not to exceed the aggregate amount required for such parent company to pay, in each case without duplication: (A) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of the Company Borrower and its Subsidiaries; (B) foreign, federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Company Borrower and its Subsidiaries, provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Company Borrower and its Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the CompanyBorrower, and Subsidiaries to pay such taxes separately from any such parent company; (C) customary salary, bonus, indemnification obligations and other benefits payable to officers, directors and employees or former officers, directors or employees of such parent company to the extent such salaries, bonuses, indemnification obligations and other benefits are attributable to the ownership or operation of the Company Borrower and its Subsidiaries; (D) general corporate overhead expenses of such parent company to the extent such expenses are attributable to the ownership or operation of the Company Borrower and its Subsidiaries; (E) fees and expenses incurred by such parent company in connection with any unsuccessful equity issuances or incurrences of Debt to the extent the net proceeds thereof were intended to be contributed to the CompanyBorrower; and (F) taxes with respect to income of any such parent company derived from funding made available to the Company Borrower and its Subsidiaries by such parent company; (v) the payment of dividends on the CompanyBorrower’s common stock in an annual amount not to exceed 6.0% of the net cash proceeds received by or contributed to the Company Borrower from any public offering of common stock, other than public offerings (provided that such dividends are provided substantially contemporaneously with such offering) with respect to the CompanyBorrower’s common stock registered on Form S-8 (or any successor form); (vi) other Restricted Payments made in reliance on this clause (vi) not to exceed in the aggregate $75,000,000 (to the extent made on or after the Amendment No. 2 Effective Date); (vii) the payment of dividends by the Company Borrower consisting solely of shares of the CompanyBorrower’s common stock or other Equity Interests of the Company Borrower (other than Redeemable Equity Interests); (viiviii) the payment of any dividend by a Subsidiary of the Company Borrower to the holders of its Equity Interests (on a pro rata basis, subject to any preferential arrangements in existence at the time of, and not entered into in contemplation of, such dividend); (viiiix) the repurchase of Equity Interests deemed to occur upon the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof and applicable withholding taxes, if any; (ixx) payments of cash, dividends, distributions, advances or other Restricted Payments by the Company Borrower or any of its Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (A) the exercise of options or warrants or (B) the conversion or exchange of Equity Interests of any such Person; (xxi) any Restricted Payment made in connection with the transactions arising out of the Plan; (xixii) the declaration and payment of dividends or distributions to holders of any class or series of Redeemable Equity Interests of the Company Borrower or any Subsidiary issued in accordance with Section 5.02(b); and (xiixiii) purchases of Receivables Assets pursuant to a Receivables Repurchase Obligation in connection with a Foreign Asset Based Financing and the payment or distribution of Receivables Fees. 124 Chemtura ; and (Revolving Facilityxiv) Credit Agreementany other Restricted Payments so long as at the time such Restricted Payment is made (A) no Default or Event of Default shall have occurred and is continuing or would result immediately therefrom and (B) on a Pro Forma Basis immediately after giving effect to such Restricted Payment and any Debt incurred in connection therewith, the Total Net Leverage Ratio would not exceed 3.00:1.00.
Appears in 1 contract
Samples: Credit Agreement (Chemtura CORP)
Dividends; Capital Stock. Declare or pay, directly or indirectly, any dividends or make any other distribution, redemption, repurchase or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Company, or set apart any sum for the aforesaid purposes (any such dividend, distribution, redemption, repurchase or payment declared, paid or made, or sum set apart therefor, a “Restricted Payment”) except for (i) Restricted Payments made on or after the Effective Date in accordance with the Plan and/or the Disclosure Statement; (ii) Restricted Payments made when (A) no Default or Event of Default shall have occurred and is continuing or would result immediately therefrom and (B) the Restricted Payment Fixed Charge and Liquidity Conditions with respect thereto are satisfied on the date such Restricted Payment is made, ; provided that solely for purposes of this clause (B), a non-recurring discretionary payment of dividends, if any, that has been made under Section 5.02(e)(v) shall be excluded from the calculation of Fixed Charge Coverage Ratio in determining whether the Fixed Charge and Liquidity Conditions are satisfied; (iii) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company (and any direct or indirect parent thereof) held by any future, current or former employee, director, officer or consultant of the Company (or any Subsidiary) (or their respective spouses and/or estates) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year will not exceed $5,000,000 (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); (iv) the declaration and payment of dividends by the Company to any direct or indirect parent company of the Company that owns 100% of the Company’s common stock in aggregate amounts not to exceed the aggregate amount required for such parent company to pay, in each case without duplication: (A) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of the Company and its Subsidiaries; (B) foreign, federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Company and its Subsidiaries, provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Company and its Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Company, and Subsidiaries to pay such taxes separately from any such parent company; (C) customary salary, bonus, indemnification obligations and other benefits payable to officers, directors and employees or former officers, directors or employees of such parent company to the extent such salaries, bonuses, indemnification obligations and other benefits are attributable to the ownership or operation of the Company and its Subsidiaries; (D) general corporate overhead expenses of such parent company to the extent such expenses are attributable to the ownership or operation of the Company and its Subsidiaries; (E) fees and expenses incurred by such parent company in connection with any unsuccessful equity issuances or incurrences of Debt to the extent the net proceeds thereof were intended to be contributed to the Company; and (F) taxes with respect to income of any such parent company derived from funding made available to the Company and its Subsidiaries by such parent company; (v) the payment of dividends on the Company’s common stock in an annual amount not to exceed 6.0% of the net cash proceeds received by or contributed to the Company from any public offering of common stock, other than public offerings (provided that such dividends are provided substantially contemporaneously with such offering) with respect to the Company’s common stock registered on Form S-8 (or any successor form); (vi) the payment of dividends by the Company consisting solely of shares of the Company’s common stock or other Equity Interests of the Company (other than Redeemable Equity Interests); (vii) the payment of any dividend by a Subsidiary of the Company to the holders of its Equity Interests (on a pro rata basis, subject to any preferential arrangements in existence at the time of, and not entered into in contemplation of, such dividend); (viii) the repurchase of Equity Interests deemed to occur upon the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof and applicable withholding taxes, if any; (ix) payments of cash, dividends, distributions, advances or other Restricted Payments by the Company or any of its Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (A) the exercise of options or warrants or (B) the conversion or exchange of Equity Interests of any such Person; (x) any Restricted Payment made in connection with the transactions arising out of the Plan; (xi) the declaration and payment of dividends or distributions to holders of any class or series of Redeemable Equity Interests of the Company or any Subsidiary issued in accordance with Section 5.02(b); and (xii) purchases of Receivables Assets pursuant to a Receivables Repurchase Obligation in connection with a Foreign Asset Based Financing and the payment or distribution of Receivables Fees. 124 Chemtura (Revolving Facility) Credit Agreement.
Appears in 1 contract
Samples: Senior Secured Revolving Facility Credit Agreement (Chemtura CORP)
Dividends; Capital Stock. Declare or pay, directly or indirectly, any dividends or make any other distribution, redemption, repurchase or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the CompanyBorrower, or set apart any sum for the aforesaid purposes (any such dividend, distribution, redemption, repurchase or payment declared, paid or made, or sum set apart therefor, a “Restricted Payment”) except for (i) Restricted Payments made on or after the Effective Escrow Release Date in accordance with the Plan and/or the Disclosure Statement; (ii) Restricted Payments made when (A) out of the Available Amount, provided that no Default or Event of Default shall have occurred and is continuing or would result immediately therefrom and (B) the Restricted Payment Conditions with respect thereto are satisfied on the date provided further that after giving effect to such Restricted Payment is madeand any Debt incurred in connection therewith, provided that solely for purposes the Borrower would be in compliance on a pro forma basis with the requirements of this clause (B), a non-recurring discretionary payment of dividends, if any, that has been made under Section 5.02(e)(v) shall be excluded from the calculation of Fixed Charge Coverage Ratio in determining whether the Fixed Charge and Liquidity Conditions are satisfied5.04; (iii) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company Borrower (and any direct or indirect parent thereof) held by any future, current or former employee, director, officer or consultant of the Company Borrower (or any Subsidiary) (or their respective spouses and/or estates) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year will not exceed $5,000,000 (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); (iv) the declaration and payment of dividends by the Company Borrower to any direct or indirect parent company of the Company Borrower that owns 100% of the CompanyBorrower’s common stock in aggregate amounts not to exceed the aggregate amount required for such parent company to pay, in each case without duplication: (A) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of the Company Borrower and its Subsidiaries; (B) foreign, federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Company Borrower and its Subsidiaries, provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Company Borrower and its Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the CompanyBorrower, and Subsidiaries to pay such taxes separately from any such parent company; (C) customary salary, bonus, indemnification obligations and other benefits payable to officers, directors and employees or former officers, directors or employees of such parent company to the extent such salaries, bonuses, indemnification obligations and other benefits are attributable to the ownership or operation of the Company Borrower and its Subsidiaries; (D) general corporate overhead expenses of such parent company to the extent such expenses are attributable to the ownership or operation of the Company Borrower and its Subsidiaries; (E) fees and expenses incurred by such parent company in connection with any unsuccessful equity issuances or incurrences of Debt to the extent the net proceeds thereof were intended to be contributed to the CompanyBorrower; and (F) taxes with respect to income of any such parent company derived from funding made available to the Company Borrower and its Subsidiaries by such parent company; (v) the payment of dividends on the CompanyBorrower’s common stock in an annual amount not to exceed 6.0% of the net cash proceeds received by or contributed to the Company Borrower from any public offering of common stock, other than public offerings (provided that such dividends are provided substantially contemporaneously with such offering) with respect to the CompanyBorrower’s common stock registered on Form S-8 (or any successor form); (vi) other Restricted Payments made in reliance on this clause (vi) not to exceed in the aggregate $75,000,000; (vii) the payment of dividends by the Company Borrower consisting solely of shares of the CompanyBorrower’s common stock or other Equity Interests of the Company Borrower (other than Redeemable Equity Interests); (viiviii) the payment of any dividend by a Subsidiary of the Company Borrower to all the holders of its Equity Interests (common stock on a pro rata basis, subject to any preferential arrangements in existence at the time of, and not entered into in contemplation of, such dividend); (viiiix) the repurchase of Equity Interests deemed to occur upon the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof and applicable withholding taxes, if any; (ixx) payments of cash, dividends, distributions, advances or other Restricted Payments by the Company Borrower or any of its Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (A) the exercise of options or warrants or (B) the conversion or exchange of Equity Interests of any such Person; (xxi) any Restricted Payment made in connection with the transactions arising out of the Plan; (xixii) the declaration and payment of dividends or distributions to holders of any class or series of Redeemable Equity Interests of the Company Borrower or any Subsidiary issued in accordance with Section 5.02(b); and (xiixiii) purchases of Receivables Assets pursuant to a Receivables Repurchase Obligation in connection with a Foreign Asset Based Financing and the payment or distribution of Receivables Fees. 124 Chemtura (Revolving Facility) Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Chemtura CORP)
Dividends; Capital Stock. Declare or pay, directly or indirectly, any dividends or make any other distribution, redemption, repurchase or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the CompanyBorrower, or set apart any sum for the aforesaid purposes (any such dividend, distribution, redemption, repurchase or payment declared, paid or made, or sum set apart therefor, a “Restricted Payment”) except for (i) Restricted Payments made on or after the Effective Escrow Release Date in accordance with the Plan and/or the Disclosure Statement; (ii) Restricted Payments made when (A) out of the Available Amount, provided that no Default or Event of Default shall have occurred and is continuing or would result immediately therefrom and (B) the Restricted Payment Conditions with respect thereto are satisfied on the date provided further that after giving effect to such Restricted Payment is madeand any Debt incurred in connection therewith, provided that solely for purposes the Borrower would be in compliance on a pro forma basis with the requirements of this clause (B), a non-recurring discretionary payment of dividends, if any, that has been made under Section 5.02(e)(v) shall be excluded from the calculation of Fixed Charge Coverage Ratio in determining whether the Fixed Charge and Liquidity Conditions are satisfied5.04; (iii) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company Borrower (and any direct or indirect parent thereof) held by any future, current or former employee, director, officer or consultant of the Company Borrower (or any Subsidiary) (or their respective spouses and/or estates) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year will not exceed $5,000,000 (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); (iv) the declaration and payment of dividends by the Company Borrower to any direct or indirect parent company of the Company Borrower that owns 100% of the CompanyBorrower’s common stock in aggregate amounts not to exceed the aggregate amount required for such parent company to pay, in each case without duplication: (A) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of the Company Borrower and its Subsidiaries; (B) foreign, federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Company Borrower and its Subsidiaries, provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Company Borrower and its Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the CompanyBorrower, and Subsidiaries to pay such taxes separately from any such parent company; (C) customary salary, bonus, indemnification obligations and other benefits payable to officers, directors and employees or former officers, directors or employees of such parent company to the extent such salaries, bonuses, indemnification obligations and other benefits are attributable to the ownership or operation of the Company Borrower and its Subsidiaries; (D) general corporate overhead expenses of such parent company to the extent such expenses are attributable to the ownership or operation of the Company Borrower and its Subsidiaries; (E) fees and expenses incurred by such parent company in connection with any unsuccessful equity issuances or incurrences of Debt to the extent the net proceeds thereof were intended to be contributed to the CompanyBorrower; and (F) taxes with respect to income of any such parent company derived from funding made available to the Company Borrower and its Subsidiaries by such parent company; (v) the payment of dividends on the CompanyBorrower’s common stock in an annual amount not to exceed 6.0% of the net cash proceeds received by or contributed to the Company Borrower from any public offering of common stock, other than public offerings (provided that such dividends are provided substantially contemporaneously with such offering) with respect to the CompanyBorrower’s common stock registered on Form S-8 (or any successor form); (vi) other Restricted Payments made in reliance on this clause (vi) not to exceed in the aggregate $75,000,000; (vii) the payment of dividends by the Company Borrower consisting solely of shares of the CompanyBorrower’s common stock or other Equity Interests of the Company Borrower (other than Redeemable Equity Interests); (viiviii) the payment of any dividend by a Subsidiary of the Company Borrower to all the holders of its Equity Interests (common stock on a pro rata basis, subject to any preferential arrangements in existence at the time of, and not entered into in contemplation of, such dividend); (viiiix) the repurchase of Equity Interests deemed to occur upon the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof and applicable withholding taxes, if any; (ixx) payments of cash, dividends, distributions, advances or other Restricted Payments by the Company Borrower or any of its Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (A) the exercise of options or warrants or (B) the conversion or exchange of Equity Interests of any such Person; (xxi) any Restricted Payment made in connection with the transactions arising out of the Plan; (xixii) the declaration and payment of dividends or distributions to holders of any class or series of Redeemable Equity Interests of the Company Borrower or any Subsidiary issued in accordance with Section 5.02(b); and (xiixiii) purchases of Receivables Assets pursuant to a Receivables Repurchase Obligation in connection with a Foreign Asset Based Financing and the payment or distribution of Receivables Fees. 124 Chemtura (Revolving FacilityTerm Loan) Credit Agreement
Appears in 1 contract
Samples: Senior Secured Term Facility Credit Agreement (Chemtura CORP)
Dividends; Capital Stock. Declare or pay, directly or indirectly, any dividends or make any other distribution, redemption, repurchase or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Company, or set apart any sum for the aforesaid purposes (any such dividend, distribution, redemption, repurchase or payment declared, paid or made, or sum set apart therefor, a “Restricted Payment”) except for (i) Restricted Payments made on or after the Effective Date in accordance with the Plan and/or the Disclosure Statement; (ii) Restricted Payments made when (A) no Default or Event of Default shall have occurred and is continuing or would result immediately therefrom and (B) the Restricted Payment Fixed Charge and Liquidity Conditions with respect thereto are satisfied on the date such Restricted Payment is made, ; provided that solely for purposes of this clause (B), a non-recurring discretionary payment of dividends, if any, that has been made under Section 5.02(e)(v) shall be excluded from the calculation of Fixed Charge Coverage Ratio in determining whether the Fixed Charge and Liquidity Conditions are satisfied; (iii) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company (and any direct or indirect parent thereof) held by any future, current or former employee, director, officer or consultant of the Company (or any Subsidiary) (or their respective spouses and/or estates) pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year will not exceed $5,000,000 (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); (iv) the declaration and payment of dividends by the Company to any direct or indirect parent company of the Company that owns 100% of the Company’s common stock in aggregate amounts not to exceed the aggregate amount required for such parent company to pay, in each case without duplication: (A) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of the Company and its Subsidiaries; (B) foreign, federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Company and its Subsidiaries, provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Company and its Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Company, and Subsidiaries to pay such taxes separately from any such parent company; (C) customary salary, bonus, indemnification obligations and other benefits payable to officers, directors and employees or former officers, directors or employees of such parent company to the extent such salaries, bonuses, indemnification obligations and other benefits are attributable to the ownership or operation of the Company and its Subsidiaries; (D) general corporate overhead expenses of such parent company to the extent such expenses are attributable to the ownership or operation of the Company and its Subsidiaries; (E) fees and expenses incurred by such parent company in connection with any unsuccessful equity issuances or incurrences of Debt to the extent the net proceeds thereof were intended to be contributed to the Company; and (F) taxes with respect to income of any such parent company derived from funding made available to the Company and its Subsidiaries by such parent company; (v) the payment of dividends on the Company’s common stock in an annual amount not to exceed 6.0% of the net cash proceeds received by or contributed to the Company from any public offering of common stock, other than public offerings (provided that such dividends are provided substantially contemporaneously with such offering) with respect to the Company’s common stock registered on Form S-8 (or any successor form); (vi) the payment of dividends by the Company consisting solely of shares of the Company’s common stock or other Equity Interests of the Company (other than Redeemable Equity Interests); (vii) the payment of any dividend by a Subsidiary of the Company to the holders of its Equity Interests (on a pro rata basis, subject to any preferential arrangements in existence at the time of, and not entered into in contemplation of, such dividend); (viii) the repurchase of Equity Interests deemed to occur upon the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof and applicable withholding taxes, if any; (ix) payments of cash, dividends, distributions, advances or other Restricted Payments by the Company or any of its Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (A) the exercise of options or warrants or (B) the conversion or exchange of Equity Interests of any such Person; (x) any Restricted Payment made in connection with the transactions arising out of the Plan; (xi) the declaration and payment of dividends or distributions to holders of any class or series of Redeemable Equity Interests of the Company or any Subsidiary issued in accordance with Section 5.02(b); and (xii) purchases of Receivables Assets pursuant to a Receivables Repurchase Obligation in connection with a Foreign Asset Based Financing and the payment or distribution of Receivables Fees. 124 Chemtura (Revolving Facility) Credit Agreement
Appears in 1 contract
Samples: Senior Secured Revolving Facility Credit Agreement (Chemtura CORP)
Dividends; Capital Stock. Declare Except for transactions between or payamong Loan Parties, directly the Borrower will not (or indirectly, permit any dividends of its Subsidiaries to) declare or make any dividend payment or other distributiondistribution of assets, redemptionproperties, repurchase or payment, whether in cash, propertyrights, obligations or securities or a combination thereof, with respect to (whether by reduction on account of any shares of any class of capital stock of the Borrower or otherwiseany of its Subsidiaries, or purchase, redeem or otherwise acquire for value (or permit any of its Subsidiaries to do so) any shares of any class of capital stock (of the Borrower or any options, of its Subsidiaries or any warrants, rights or other equity securities or agreements relating options to any capital stock) of the Company, or set apart any sum for the aforesaid purposes (acquire any such dividendshares, distributionnow or hereafter outstanding (collectively, redemption, repurchase or payment declared, paid or made, or sum set apart therefor, a “Restricted PaymentPayments”) ), except for that: (i) each Subsidiary of the Borrower may (A) make Restricted Payments made to the Borrower and to other Subsidiaries of the Borrower that directly or indirectly own Equity Interests of such Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to the Borrower and any of its other Subsidiaries and to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests) and (B) declare and make dividend payments or after other distributions payable solely in the Effective Date in accordance with the Plan and/or the Disclosure StatementEquity Interests of such Person; (ii) Restricted Payments made when the Borrower may declare and pay recurring dividends; provided that the aggregate amount of such dividends paid in any fiscal year shall not exceed $100,000,000; (Aiii) the Borrower may declare and pay special dividends and enter into share repurchases in an aggregate amount not to exceed $50,000,000 in any fiscal year (which shall automatically be increased to $175,000,000 in any fiscal year on the Engility Closing Date without any action by any party hereto); provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom; and provided further, however, that so long as (1) no Default or Event of Default shall have occurred and is be continuing or would result immediately therefrom and (B2) the Restricted Payment Conditions with respect thereto are satisfied on the date such Restricted Payment Leverage Ratio is made, provided that solely for purposes of this clause (B), a non-recurring discretionary payment of dividends, if any, that has been made under Section 5.02(e)(v) shall be excluded from the calculation of Fixed Charge Coverage Ratio in determining whether the Fixed Charge and Liquidity Conditions are satisfied; (iii) the repurchase, redemption equal to or other acquisition or retirement for value of any Equity Interests of the Company (and any direct or indirect parent thereof) held by any future, current or former employee, director, officer or consultant of the Company (or any Subsidiary) (or their respective spouses and/or estates) pursuant less than 3.00 to the terms of any employee equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year will not exceed $5,000,000 (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); (iv) the declaration and payment of dividends by the Company to any direct or indirect parent company of the Company that owns 100% of the Company’s common stock in aggregate amounts not to exceed the aggregate amount required for such parent company to pay1.00, in each case without duplication: (A) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of the Company and its Subsidiaries; (B) foreign, federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Company and its Subsidiaries, provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Company and its Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Company, and Subsidiaries to pay such taxes separately from any such parent company; (C) customary salary, bonus, indemnification obligations and other benefits payable to officers, directors and employees or former officers, directors or employees of such parent company to the extent such salaries, bonuses, indemnification obligations and other benefits are attributable to the ownership or operation of the Company and its Subsidiaries; (D) general corporate overhead expenses of such parent company to the extent such expenses are attributable to the ownership or operation of the Company and its Subsidiaries; (E) fees and expenses incurred by such parent company in connection with any unsuccessful equity issuances or incurrences of Debt to the extent the net proceeds thereof were intended to be contributed to the Company; and (F) taxes with respect to income of any such parent company derived from funding made available to the Company and its Subsidiaries by such parent company; (v) the payment of dividends on the Company’s common stock in an annual amount not to exceed 6.0% of the net cash proceeds received by or contributed to the Company from any public offering of common stock, other than public offerings (provided that such dividends are provided substantially contemporaneously with such offering) with respect to the Company’s common stock registered on Form S-8 (or any successor form); (vi) the payment of dividends by the Company consisting solely of shares of the Company’s common stock or other Equity Interests of the Company (other than Redeemable Equity Interests); (vii) the payment of any dividend by a Subsidiary of the Company to the holders of its Equity Interests (on a pro rata basisforma basis after giving effect to such Restricted Payment and the pro forma adjustments described in Section 1.07, subject to any preferential arrangements in existence at the time of, and not entered into in contemplation of, such dividend); (viii) the repurchase of Equity Interests deemed to occur upon the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof and applicable withholding taxes, if any; (ix) payments of cash, dividends, distributions, advances or other Restricted Payments by the Company or any of its Subsidiaries to allow the payment of cash described in lieu of the issuance of fractional shares upon this clause (Aiii) the exercise of options or warrants or (B) the conversion or exchange of Equity Interests of any such Person; (x) any Restricted Payment made in connection with the transactions arising out of the Plan; (xi) the declaration and payment of dividends or distributions to holders of any class or series of Redeemable Equity Interests of the Company or any Subsidiary issued in accordance with Section 5.02(b)shall be unlimited; and (xii) purchases of Receivables Assets pursuant to a Receivables Repurchase Obligation in connection with a Foreign Asset Based Financing and the payment or distribution of Receivables Fees. 124 Chemtura (Revolving Facility) Credit Agreement130
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Samples: Credit Agreement (Science Applications International Corp)