Dividends; Loans; Advances; Investments and Similar Events. (a) declare or pay any dividends in excess of One Million Two Hundred Thousand and No/100 Dollars ($1,200,000.00), in the aggregate, per annum, on any Borrower’s capital stock of any class; it being understood and agreed that such dividends may be declared and paid only to LLR Equity Partners LP and/or LLR Equity Partners Parallel LLP, and may only be declared and paid if (i) prior to and after giving effect to any such payment no Event of Default shall exist, and no act, event or condition shall have occurred or exist which with notice or the lapse of time, or both, would constitute an Event of Default and (ii) not less than fifteen (15) days prior to the declaration or payment of any such dividend, the Borrowers deliver to the Agent a certificate of the Parent Company duly executed on its behalf by the Parent Company’s Chief Financial Officer or another duly authorized executive officer of the Parent Company certifying that, prior to and after giving effect to any such payment, no Event of Default shall exist, and no act, event or condition shall have occurred or exist which with notice or the lapse of time, or both, would constitute an Event of Default containing detailed calculations of the relevant items used to calculate such compliance with the financial covenants set forth in Section 6.15, in form and substance satisfactory to the Agent. Notwithstanding the foregoing, any Borrower shall be entitled to pay dividends to another Borrower without limit on the dollar amount thereof, provided that (i) no Event of Default shall exist, and no act, event or condition shall have occurred or exist which with notice or the lapse of time, or both, would constitute an Event of Default; and (ii) if any such dividends are payable to both a Borrower and a non-Borrower minority shareholder, the aggregate amount of any and all dividends paid or payable to all non-Borrower minority shareholders shall not exceed One Hundred Thousand and No/100 Dollars ($100,000.00) per annum; (b) Except with respect to the Parent Company alter or amend any Borrower’s capital structure, purchase, redeem or otherwise retire any shares of any Borrower’s capital stock, voluntarily prepay, acquire or anticipate any sinking fund requirement of any indebtedness, or make any distributions in cash or assets to any Borrower’s shareholders or any Borrower’s affiliate; (c) Except as set forth in Schedule 7.8 hereto, make any loans, salary advances or other payments to (i) any shareholders of any Borrower, unless such shareholder is also a Borrower party to this Agreement in which the Agent has a perfected security interest in and to all of its assets constituting Collateral at the time such loan, salary advance or other payment is made; (ii) any corporation or other enterprise directly or indirectly owned in whole or in part by any shareholder of any Borrower, unless such corporation or other enterprise is also a Borrower party to this Agreement in which the Agent has a perfected security interest in and to all of its assets constituting Collateral at the time such loan, salary advance or other payment is made; or (iii) any other person or entity; provided, however, that the Borrowers may pay, make or continue to have outstanding any or all of the following: (i) normal and customary operating expenses, travel and expense reimbursements to salaried employees and trade credit extended to customers of the Borrowers in the ordinary course of business; (ii) regularly scheduled salary payments to individuals who are also salaried employees of any Borrower; (iii) loans and working capital advances to a subsidiary of any Borrower which is not a Borrower hereunder, provided that the aggregate outstanding amount of all such loans and advances does not at any time exceed One Million and No/100 Dollars ($1,000,000.00); (iv) the loan(s) described on Schedule 7.8 hereto limited to the corresponding amounts set forth on Schedule 7.8; and (v) Ordinary Course Payments.
Appears in 1 contract
Samples: Business Loan and Security Agreement (Opinion Research Corp)
Dividends; Loans; Advances; Investments and Similar Events. (a) declare (i) Declare or pay any dividends dividends; (ii) purchase, redeem, retire, or otherwise acquire for value any of its capital stock now or hereafter outstanding; make any distribution of assets to its stockholders whether in excess cash, assets or obligations of One Million Two Hundred Thousand and No/100 Dollars a VSE Entity; ($1,200,000.00)iii) allocate or otherwise set apart any sum for the payment of any dividend or distribution on, or for the purchase, redemption, or retirement of, any of its capital stock; (iv) alter or amend any VSE Entity’s capital structure; (v) voluntarily prepay, acquire or anticipate any sinking fund requirement of any Subordinated Indebtedness; or (vi) make any other distribution by reduction of capital or otherwise in the aggregate, per annum, on respect of any Borrower’s capital stock of any class; it being understood and agreed a VSE Entity, except that such dividends may be declared and paid only to LLR Equity Partners LP and/or LLR Equity Partners Parallel LLP, and may only be declared and paid if (i) prior to and after giving effect to any such payment there is no Event of Default shall existat such time, and no act, event or condition shall have occurred or exist which with the giving of notice or the lapse passage of time, or both, would constitute an Event of Default at such time, and no covenant breach calculated on a pro forma basis would occur after giving effect thereto (iiA) (1) the Primary Operating Company may pay cash dividends that shall not less than fifteen exceed Six Million and No/100 Dollars (15$6,000,000.00) days prior to in the declaration or aggregate per Fiscal Year so long as at the time of payment thereof, there is at least Twenty Million and No/100 Dollars ($20,000,000.00) of excess availability under the Revolving Facility at the time of payment of any such dividend, and (2) except for the Borrowers deliver Primary Operating Company, each VSE Entity may pay cash dividends to the Agent a certificate Primary Operating Company or to another Borrower, (B) each VSE Entity may declare and deliver dividends and make distributions payable solely in its common stock; (C) each VSE Entity may purchase or otherwise acquire its capital stock by exchange for or out of the Parent Company duly executed on proceeds received from a substantially concurrent issue of new shares of its behalf by the Parent Company’s Chief Financial Officer or another duly authorized executive officer of the Parent Company certifying that, prior to and after giving effect to any such payment, no Event of Default shall existcapital stock, and no act(D) the Primary Operating Company, event or condition shall have occurred or exist which with notice or the lapse of timeduring each Fiscal Year, or both, would constitute an Event of Default containing detailed calculations of the relevant items used may repurchase its capital stock in amounts not to calculate such compliance with the financial covenants set forth in Section 6.15, in form and substance satisfactory to the Agent. Notwithstanding the foregoing, any Borrower shall be entitled to pay dividends to another Borrower without limit on the dollar amount thereof, provided that (i) no Event of Default shall exist, and no act, event or condition shall have occurred or exist which with notice or the lapse of time, or both, would constitute an Event of Default; and (ii) if any such dividends are payable to both a Borrower and a non-Borrower minority shareholder, the aggregate amount of any and all dividends paid or payable to all non-Borrower minority shareholders shall not exceed One Hundred Thousand Ten Million and No/100 Dollars ($100,000.00) per annum10,000,000.00), provided, that, at the time of each such repurchase, availability under the Revolving Facility (after taking into account the aggregate face amount of all Letters of Credit outstanding, Swing Line Loans outstanding and Alternative Currency Loans outstanding), shall not be less than Twenty Million and No/100 Dollars ($20,000,000.00);
(b) Except with respect to the Parent Company alter or amend make any Borrower’s capital structure, purchase, redeem or otherwise retire any shares of any Borrower’s capital stock, voluntarily prepay, acquire or anticipate any sinking fund requirement of any indebtednessinvestments, or make any distributions in cash or assets to any Borrower’s shareholders or any Borrower’s affiliate;
(c) Except as set forth in Schedule 7.8 hereto, make any loans, salary advances advances, or other payments to (i) any shareholders equity owners of any BorrowerVSE Entity, unless such shareholder equity owner is also a Borrower party to this Agreement in which the Administrative Agent has a perfected security interest in and to all of its assets constituting Collateral at the time such loan, salary advance or other payment is made; (ii) any corporation or other enterprise directly or indirectly owned in whole or in part by any shareholder Affiliate of any BorrowerVSE Entity, unless such corporation or other enterprise Affiliate is also a Borrower party to this Agreement in which the Administrative Agent has a perfected security interest in and to all of its assets constituting Collateral at the time such loan, salary advance or other payment is made; or (iii) any other person or entityPerson; provided, however, that the Borrowers VSE Entities may pay, make or continue to have outstanding any or all of the following:
(i) normal and customary operating expensesloans or advances to individual officers, travel and expense reimbursements to salaried current employees and trade credit extended to customers of the Borrowers in the ordinary course of business;
(ii) regularly scheduled salary payments to individuals who are also salaried or former employees of any Borrower;
(iii) loans and working capital advances to a subsidiary of any Borrower which is not a Borrower hereunderVSE Entity, provided provided, that the aggregate outstanding amount of all such loans and advances does to such individuals may not at any time exceed One Million and No/100 Dollars ($1,000,000.00), in the aggregate, at any time; it being understood that travel advances and employee retention bonuses made in the ordinary course of business shall not be included in calculating the foregoing computation;
(ii) non-cash stock compensation to employees of the VSE Entities that does not represent a loan or advance and loans, advances or payments from one Borrower to another Borrower; provided that the Administrative Agent has a perfected security interest in and to all of each Borrower’s assets constituting Collateral;
(iii) loans, advances or payments in the amounts that are unpaid or outstanding as of the Restatement Date and listed on Schedule 7.8(c) attached hereto;
(iv) trade credit extended to customers of the loan(s) described on Schedule 7.8 hereto limited to VSE Entities in the corresponding amounts set forth on Schedule 7.8; andordinary course of business;
(v) Ordinary Course Payments;
(vi) negotiable instruments endorsed for deposit or collection in the ordinary course of business;
(vii) securities or certificates of deposit with maturities of two (2) years or less; provided that, concurrent with such investment, any and all securities or certificates of deposit (other than those acquired in connection with RABBI trusts and deferred compensation plans) shall have been pledged to the Administrative Agent, for the benefit of the Lenders ratably, pursuant to documentation reasonably satisfactory to the Administrative Agent;
(viii) loans, advances or other payments by any Borrower to any and all Non-Borrower Affiliates in an aggregate amount not to exceed Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00), in each case outstanding at any time, calculated on a net basis (i.e., any cash proceeds returned by a Non-Borrower Affiliate, whether through a dividend, distribution, share redemption, payment of principal on debt or otherwise, together with payments received from customers of the Borrowers for work done by a Non-Borrower Affiliate under customer contracts of the Borrowers, to the extent such payments are received in the ordinary course of such Non-Borrower Affiliate's business and the allocated amount thereof is commensurate with amounts ordinarily payable between two unrelated and unaffiliated third parties (i.e., on market terms), shall be added back as availability for the aggregate investment limit; provided that such cash proceeds are not subject to revocation, rescission, disgorgement, set off or other claim diminishing the full value thereof);
(ix) Permitted Investments;
(x) Permitted Acquisitions; and
(xi) so long as no Event of Default shall have occurred and be continuing, and both before and after giving effect to any such payment, the VSE Entities shall be and remain in pro forma compliance with the financial covenants set forth in this Agreement (and no other default or Event of Default would result from the making of such payments), regularly scheduled payments on any other Indebtedness permitted pursuant to Section 7.7 of this Agreement.
Appears in 1 contract
Dividends; Loans; Advances; Investments and Similar Events. (a) declare (i) Declare or pay any dividends dividends; (ii) purchase, redeem, retire, or otherwise acquire for value any of its capital stock now or hereafter outstanding; make any distribution of assets to its stockholders whether in excess cash, assets or obligations of One Million Two Hundred Thousand and No/100 Dollars a VSE Entity; ($1,200,000.00)iii) allocate or otherwise set apart any sum for the payment of any dividend or distribution on, or for the purchase, redemption, or retirement of, any of its capital stock; (iv) alter or amend any VSE Entity’s capital structure; (v) voluntarily prepay, acquire or anticipate any sinking fund requirement of any Subordinated Indebtedness; or (vi) make any other distribution by reduction of capital or otherwise in the aggregate, per annum, on respect of any Borrower’s capital stock of any class; it being understood and agreed a VSE Entity, except that such dividends may be declared and paid only to LLR Equity Partners LP and/or LLR Equity Partners Parallel LLP, and may only be declared and paid if (i) prior to and after giving effect to any such payment there is no Event of Default shall existat such time, and no act, event or condition shall have occurred or exist which with the giving of notice or the lapse passage of time, or both, would constitute an Event of Default at such time, and no covenant breach calculated on a pro forma basis would occur after giving effect thereto (iiA) (1) the Primary Operating Company may pay cash dividends that shall not less than fifteen exceed Six Million and No/100 Dollars (15$6,000,000.00) days prior to in the declaration or aggregate per Fiscal Year so long as at the time of payment thereof, there is at least Twenty Million and No/100 Dollars ($20,000,000.00) of excess availability under the Revolving Facility at the time of payment of any such dividend, and (2) except for the Borrowers deliver Primary Operating Company, each VSE Entity may pay cash dividends to the Agent a certificate Primary Operating Company or to another Borrower, (B) each VSE Entity may declare and deliver dividends and make distributions payable solely in its common stock; (C) each VSE Entity may purchase or otherwise acquire its capital stock by exchange for or out of the Parent Company duly executed on proceeds received from a substantially concurrent issue of new shares of its behalf by the Parent Company’s Chief Financial Officer or another duly authorized executive officer of the Parent Company certifying that, prior to and after giving effect to any such payment, no Event of Default shall existcapital stock, and no act(D) the Primary Operating Company, event or condition shall have occurred or exist which with notice or the lapse of timeduring each Fiscal Year, or both, would constitute an Event of Default containing detailed calculations of the relevant items used may repurchase its capital stock in amounts not to calculate such compliance with the financial covenants set forth in Section 6.15, in form and substance satisfactory to the Agent. Notwithstanding the foregoing, any Borrower shall be entitled to pay dividends to another Borrower without limit on the dollar amount thereof, provided that (i) no Event of Default shall exist, and no act, event or condition shall have occurred or exist which with notice or the lapse of time, or both, would constitute an Event of Default; and (ii) if any such dividends are payable to both a Borrower and a non-Borrower minority shareholder, the aggregate amount of any and all dividends paid or payable to all non-Borrower minority shareholders shall not exceed One Hundred Thousand Fifteen Million and No/100 Dollars ($100,000.00) per annum15,000,000.00), provided, that, at the time of each such repurchase, availability under the Revolving Facility (after taking into account the aggregate face amount of all Letters of Credit outstanding, Swing Line Loans outstanding and Alternative Currency Loans outstanding), shall not be less than Twenty Million and No/100 Dollars ($20,000,000.00);
(b) Except with respect to the Parent Company alter or amend make any Borrower’s capital structure, purchase, redeem or otherwise retire any shares of any Borrower’s capital stock, voluntarily prepay, acquire or anticipate any sinking fund requirement of any indebtednessinvestments, or make any distributions in cash or assets to any Borrower’s shareholders or any Borrower’s affiliate;
(c) Except as set forth in Schedule 7.8 hereto, make any loans, salary advances advances, or other payments to (i) any shareholders equity owners of any BorrowerVSE Entity, unless such shareholder equity owner is also a Borrower party to this Agreement in which the Administrative Agent has a perfected security interest in and to all of its assets constituting Collateral at the time such loan, salary advance or other payment is made; (ii) any corporation or other enterprise directly or indirectly owned in whole or in part by any shareholder Affiliate of any BorrowerVSE Entity, unless such corporation or other enterprise Affiliate is also a Borrower party to this Agreement in which the Administrative Agent has a perfected security interest in and to all of its assets constituting Collateral at the time such loan, salary advance or other payment is made; or (iii) any other person or entityPerson; provided, however, that the Borrowers VSE Entities may pay, make or continue to have outstanding any or all of the following:
(i) normal and customary operating expensesloans or advances to individual officers, travel and expense reimbursements to salaried current employees and trade credit extended to customers of the Borrowers in the ordinary course of business;
(ii) regularly scheduled salary payments to individuals who are also salaried or former employees of any Borrower;
(iii) loans and working capital advances to a subsidiary of any Borrower which is not a Borrower hereunderVSE Entity, provided provided, that the aggregate outstanding amount of all such loans and advances does to such individuals may not at any time exceed One Million and No/100 Dollars ($1,000,000.00), in the aggregate, at any time; it being understood that travel advances and employee retention bonuses made in the ordinary course of business shall not be included in calculating the foregoing computation;
(ii) non-cash stock compensation to employees of the VSE Entities that does not represent a loan or advance and loans, advances or payments from one Borrower to another Borrower; provided that the Administrative Agent has a perfected security interest in and to all of each Borrower’s assets constituting Collateral;
(iii) loans, advances or payments in the amounts that are unpaid or outstanding as of the Restatement Date and listed on Schedule 7.8(c) attached hereto;
(iv) trade credit extended to customers of the loan(s) described on Schedule 7.8 hereto limited to VSE Entities in the corresponding amounts set forth on Schedule 7.8; andordinary course of business;
(v) Ordinary Course Payments;
(vi) negotiable instruments endorsed for deposit or collection in the ordinary course of business;
(vii) securities or certificates of deposit with maturities of two (2) years or less; provided that, concurrent with such investment, any and all securities or certificates of deposit (other than those acquired in connection with RABBI trusts and deferred compensation plans) shall have been pledged to the Administrative Agent, for the benefit of the Lenders ratably, pursuant to documentation reasonably satisfactory to the Administrative Agent;
(viii) loans, advances or other payments by any Borrower to any and all Non-Borrower Affiliates in an aggregate amount not to exceed Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00), in each case outstanding at any time, calculated on a net basis (i.e., any cash proceeds returned by a Non-Borrower Affiliate, whether through a dividend, distribution, share redemption, payment of principal on debt or otherwise, together with payments received from customers of the Borrowers for work done by a Non-Borrower Affiliate under customer contracts of the Borrowers, to the extent such payments are received in the ordinary course of such Non-Borrower Affiliate's business and the allocated amount thereof is commensurate with amounts ordinarily payable between two unrelated and unaffiliated third parties (i.e., on market terms), shall be added back as availability for the aggregate investment limit; provided that such cash proceeds are not subject to revocation, rescission, disgorgement, set off or other claim diminishing the full value thereof);
(ix) Permitted Investments;
(x) Permitted Acquisitions; and
(xi) so long as no Event of Default shall have occurred and be continuing, and both before and after giving effect to any such payment, the VSE Entities shall be and remain in pro forma compliance with the financial covenants set forth in this Agreement (and no other default or Event of Default would result from the making of such payments), regularly scheduled payments on any other Indebtedness permitted pursuant to Section 7.7 of this Agreement.
Appears in 1 contract
Dividends; Loans; Advances; Investments and Similar Events. (a) declare (i) Declare or pay any dividends dividends; (ii) purchase, redeem, retire, or otherwise acquire for value any of its capital stock now or hereafter outstanding; make any distribution of assets to its stockholders whether in excess cash, assets or obligations of One Million Two Hundred Thousand and No/100 Dollars a VSE Entity; ($1,200,000.00)iii) allocate or otherwise set apart any sum for the payment of any dividend or distribution on, or for the purchase, redemption, or retirement of, any of its capital stock; (iv) alter or amend any VSE Entity’s capital structure; (v) declare or make any payment of principal or interest on, or acquire or anticipate any sinking fund requirement of, any Subordinated Indebtedness; or (vi) make any other distribution by reduction of capital or otherwise in the aggregate, per annum, on respect of any Borrower’s capital stock of any class; it being understood and agreed a VSE Entity, except that such dividends may be declared and paid only to LLR Equity Partners LP and/or LLR Equity Partners Parallel LLP, and may only be declared and paid if (i) prior to and after giving effect to any such payment there is no Event of Default shall existat such time, and no act, event or condition shall have occurred or exist which with the giving of notice or the lapse passage of time, or both, would constitute an Event of Default at such time, and no covenant breach calculated on a pro forma basis would occur after giving effect thereto (iiA) (1) the Primary Operating Company may pay cash dividends that shall not less than fifteen exceed Six Million and No/100 Dollars (15$6,000,000.00) days prior to in the declaration or aggregate per Fiscal Year so long as at the time of payment thereof, there is at least Twenty Million and No/100 Dollars ($20,000,000.00) of excess availability under the Revolving Facility at the time of payment of any such dividend, and (2) except for the Borrowers deliver Primary Operating Company, each VSE Entity may pay cash dividends to the Agent a certificate Primary Operating Company or to another Borrower, (B) each VSE Entity may declare and deliver dividends and make distributions payable solely in its common stock; (C) each VSE Entity may purchase or otherwise acquire its capital stock by exchange for or out of the Parent Company duly executed on proceeds received from a substantially concurrent issue of new shares of its behalf by capital stock, (D) the Parent Primary Operating Company’s Chief Financial Officer or another duly authorized executive officer of the Parent Company certifying that, prior during each Fiscal Year, may repurchase its capital stock in amounts not to and after giving effect to any such payment, no Event of Default shall exist, and no act, event or condition shall have occurred or exist which with notice or the lapse of time, or both, would constitute an Event of Default containing detailed calculations of the relevant items used to calculate such compliance with the financial covenants set forth in Section 6.15, in form and substance satisfactory to the Agent. Notwithstanding the foregoing, any Borrower shall be entitled to pay dividends to another Borrower without limit on the dollar amount thereof, provided that (i) no Event of Default shall exist, and no act, event or condition shall have occurred or exist which with notice or the lapse of time, or both, would constitute an Event of Default; and (ii) if any such dividends are payable to both a Borrower and a non-Borrower minority shareholder, the aggregate amount of any and all dividends paid or payable to all non-Borrower minority shareholders shall not exceed One Hundred Thousand Ten Million and No/100 Dollars ($100,000.0010,000,000.00), provided, that, at the time of each such repurchase, availability under the Revolving Facility (after taking into account the aggregate face amount of all Letters of Credit outstanding, Swing Line Loans outstanding and Alternative Currency Loans outstanding), shall not be less than Twenty Million and No/100 Dollars ($20,000,000.00) per annumand (E) the VSE Entities may make payments of Subordinated Indebtedness to the extent permitted by the subordination provisions applicable thereto;
(b) Except with respect to the Parent Company alter or amend make any Borrower’s capital structure, purchase, redeem or otherwise retire any shares of any Borrower’s capital stock, voluntarily prepay, acquire or anticipate any sinking fund requirement of any indebtednessinvestments, or make any distributions in cash or assets to any Borrower’s shareholders or any Borrower’s affiliate;
(c) Except as set forth in Schedule 7.8 hereto, make any loans, salary advances advances, or other payments extensions of credit to (i) any shareholders equity owners of any BorrowerVSE Entity, unless such shareholder equity owner is also a Borrower party to this Agreement in which the Administrative Agent has a perfected security interest in and to all of its assets constituting Collateral at the time such loan, salary advance or other payment is made; (ii) any corporation or other enterprise directly or indirectly owned in whole or in part by any shareholder Affiliate of any BorrowerVSE Entity, unless such corporation or other enterprise Affiliate is also a Borrower party to this Agreement in which the Administrative Agent has a perfected security interest in and to all of its assets constituting Collateral at the time such loan, salary advance or other payment is made; or (iii) any other person or entityPerson; provided, however, that the Borrowers VSE Entities may pay, make or continue to have outstanding any or all of the following:
(i) normal and customary operating expensesloans or advances to individual officers, travel and expense reimbursements to salaried current employees and trade credit extended to customers of the Borrowers in the ordinary course of business;
(ii) regularly scheduled salary payments to individuals who are also salaried or former employees of any Borrower;
(iii) loans and working capital advances to a subsidiary of any Borrower which is not a Borrower hereunderVSE Entity, provided provided, that the aggregate outstanding amount of all such loans and advances does to such individuals may not at any time exceed One Million and No/100 Dollars ($1,000,000.00), in the aggregate, at any time; it being understood that travel advances and employee retention bonuses made in the ordinary course of business shall not be included in calculating the foregoing computation;
(ii) non-cash stock compensation to employees of the VSE Entities that does not represent a loan or advance and loans, advances or payments from one Borrower to another Borrower; provided that the Administrative Agent has a perfected security interest in and to all of each Borrower’s assets constituting Collateral;
(iii) loans, advances or payments in the amounts that are unpaid or outstanding as of the Restatement Date and listed on Schedule 7.8(c) attached hereto;
(iv) trade credit extended to customers of the loan(s) described on Schedule 7.8 hereto limited to VSE Entities in the corresponding amounts set forth on Schedule 7.8; andordinary course of business;
(v) Ordinary Course Payments.;
(vi) negotiable instruments endorsed for deposit or collection in the ordinary course of business;
(vii) securities or certificates of deposit with maturities of two (2) years or less; provided that, concurrent with such investment, any and all securities or certificates of deposit (other than those acquired in connection with RABBI trusts and deferred compensation plans) shall have been pledged to the Administrative Agent, for the benefit of the Lenders ratably, pursuant to documentation reasonably satisfactory to the Administrative Agent;
(viii) loans, advances or other payments by any Borrower to any and all Non-Borrower Affiliates in an aggregate amount not to exceed Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00), in each case outstanding at any time, calculated on a net basis (i.e., any cash proceeds returned by a Non-Borrower Affiliate, whether through a dividend, distribution, share redemption, payment of principal on debt or otherwise, together with payments received from customers of the Borrowers for work done by a Non-Borrower Affiliate under customer contracts of the Borrowers, to the extent such payments are received in the ordinary course of such Non-Borrower Affiliate's business and the allocated amount thereof is commensurate with amounts ordinarily payable between two unrelated and unaffiliated third parties (i.e., on market terms), shall be added back as availability for the aggregate investment limit; provided that such cash proceeds are not subject to revocation, rescission, disgorgement, set off or other claim diminishing the full value thereof);
(ix) Permitted Investments; and
Appears in 1 contract
Dividends; Loans; Advances; Investments and Similar Events. (a) declare (i) Declare or pay any dividends dividends; (ii) purchase, redeem, retire, or otherwise acquire for value any of its capital stock now or hereafter outstanding; make any distribution of assets to its stockholders whether in excess cash, assets or obligations of One Million Two Hundred Thousand and No/100 Dollars a VSE Entity; ($1,200,000.00)iii) allocate or otherwise set apart any sum for the payment of any dividend or distribution on, or for the purchase, redemption, or retirement of, any of its capital stock; (iv) alter or amend any VSE Entity’s capital structure; (v) declare or make any payment of principal or interest on, or acquire or anticipate any sinking fund requirement of, any Subordinated Indebtedness; or (vi) make any other distribution by reduction of capital or otherwise in the aggregate, per annum, on respect of any Borrower’s capital stock of any class; it being understood and agreed a VSE Entity, except that such dividends may be declared and paid only to LLR Equity Partners LP and/or LLR Equity Partners Parallel LLP, and may only be declared and paid if (i) prior to and after giving effect to any such payment there is no Event of Default shall existat such time, and no act, event or condition shall have occurred or exist which with the giving of notice or the lapse passage of time, or both, would constitute an Event of Default at such time, and no covenant breach calculated on a pro forma basis would occur after giving effect thereto (iiA) (1) the Primary Operating Company may pay cash dividends that shall not less than fifteen exceed Six Million and No/100 Dollars (15$6,000,000.00) days prior to in the declaration or aggregate per Fiscal Year so long as at the time of payment thereof, there is at least Twenty Million and No/100 Dollars ($20,000,000.00) of excess availability under the Revolving Facility at the time of payment of any such dividend, and (2) except for the Borrowers deliver Primary Operating Company, each VSE Entity may pay cash dividends to the Agent a certificate Primary Operating Company or to another Borrower, (B) each VSE Entity may declare and deliver dividends and make distributions payable solely in its common stock; (C) each VSE Entity may purchase or otherwise acquire its capital stock by exchange for or out of the Parent Company duly executed on proceeds received from a substantially concurrent issue of new shares of its behalf by capital stock, (D) the Parent Primary Operating Company’s Chief Financial Officer or another duly authorized executive officer of the Parent Company certifying that, prior during each Fiscal Year, may repurchase its capital stock in amounts not to and after giving effect to any such payment, no Event of Default shall exist, and no act, event or condition shall have occurred or exist which with notice or the lapse of time, or both, would constitute an Event of Default containing detailed calculations of the relevant items used to calculate such compliance with the financial covenants set forth in Section 6.15, in form and substance satisfactory to the Agent. Notwithstanding the foregoing, any Borrower shall be entitled to pay dividends to another Borrower without limit on the dollar amount thereof, provided that (i) no Event of Default shall exist, and no act, event or condition shall have occurred or exist which with notice or the lapse of time, or both, would constitute an Event of Default; and (ii) if any such dividends are payable to both a Borrower and a non-Borrower minority shareholder, the aggregate amount of any and all dividends paid or payable to all non-Borrower minority shareholders shall not exceed One Hundred Thousand Ten Million and No/100 Dollars ($100,000.0010,000,000.00), provided, that, at the time of each such repurchase, availability under the Revolving Facility (after taking into account the aggregate face amount of all Letters of Credit outstanding, Swing Line Loans outstanding and Alternative Currency Loans outstanding), shall not be less than Twenty Million and No/100 Dollars ($20,000,000.00) per annumand (E) the VSE Entities may make payments of Subordinated Debt to the extent permitted by the subordination provisions applicable thereto;
(b) Except with respect to the Parent Company alter or amend make any Borrower’s capital structure, purchase, redeem or otherwise retire any shares of any Borrower’s capital stock, voluntarily prepay, acquire or anticipate any sinking fund requirement of any indebtednessinvestments, or make any distributions in cash or assets to any Borrower’s shareholders or any Borrower’s affiliate;
(c) Except as set forth in Schedule 7.8 hereto, make any loans, salary advances advances, or other payments extensions of credit to (i) any shareholders equity owners of any BorrowerVSE Entity, unless such shareholder equity owner is also a Borrower party to this Agreement in which the Administrative Agent has a perfected security interest in and to all of its assets constituting Collateral at the time such loan, salary advance or other payment is made; (ii) any corporation or other enterprise directly or indirectly owned in whole or in part by any shareholder Affiliate of any BorrowerVSE Entity, unless such corporation or other enterprise Affiliate is also a Borrower party to this Agreement in which the Administrative Agent has a perfected security interest in and to all of its assets constituting Collateral at the time such loan, salary advance or other payment is made; or (iii) any other person or entityPerson; provided, however, that the Borrowers VSE Entities may pay, make or continue to have outstanding any or all of the following:
(i) normal and customary operating expenses, travel and expense reimbursements to salaried employees and trade credit extended to customers of the Borrowers in the ordinary course of business;
(ii) regularly scheduled salary payments to individuals who are also salaried employees of any Borrower;
(iii) loans and working capital advances to a subsidiary of any Borrower which is not a Borrower hereunder, provided that the aggregate outstanding amount of all such loans and advances does not at any time exceed One Million and No/100 Dollars ($1,000,000.00);
(iv) the loan(s) described on Schedule 7.8 hereto limited to the corresponding amounts set forth on Schedule 7.8; and
(v) Ordinary Course Payments.: NAI-1513461614v2
Appears in 1 contract
Dividends; Loans; Advances; Investments and Similar Events. (a) declare (i) Declare or pay any dividends dividends; (ii) purchase, redeem, retire, or otherwise acquire for value any of its capital stock now or hereafter outstanding; make any distribution of assets to its stockholders whether in excess cash, assets or obligations of One Million Two Hundred Thousand and No/100 Dollars a VSE Entity; ($1,200,000.00)iii) allocate or otherwise set apart any sum for the payment of any dividend or distribution on, or for the purchase, redemption, or retirement of, any of its capital stock; (iv) alter or amend any VSE Entity’s capital structure; (v) declare or make any payment of principal or interest on, or acquire or anticipate any sinking fund requirement of, any Subordinated Indebtedness; or (vi) make any other distribution by reduction of capital or otherwise in the aggregate, per annum, on respect of any Borrower’s capital stock of any class; it being understood and agreed a VSE Entity, except that such dividends may be declared and paid only to LLR Equity Partners LP and/or LLR Equity Partners Parallel LLP, and may only be declared and paid if (i) prior to and after giving effect to any such payment there is no Event of Default shall existat such time, and no act, event or condition shall have occurred or exist which with the giving of notice or the lapse passage of time, or both, would constitute an Event of Default at such time, and no covenant breach calculated on a pro forma basis would occur after giving effect thereto (iiA) (1) the Primary Operating Company may pay cash dividends that shall not less than fifteen exceed Ten Million and No/100 Dollars (15$10,000,000.00) days prior to in the declaration or aggregate per Fiscal Year so long as at the time of payment thereof, there is at least Twenty Million and No/100 Dollars ($20,000,000.00) of excess availability under the Revolving Facility at the time of payment of any such dividend, and (2) except for the Borrowers deliver Primary Operating Company, each VSE Entity may pay cash dividends to the Agent a certificate Primary Operating Company or to another Borrower, (B) each VSE Entity may declare and deliver dividends and make distributions payable solely in its common stock; (C) each VSE Entity may purchase or otherwise acquire its capital stock by exchange for or out of the Parent Company duly executed on proceeds received from a substantially concurrent issue of new shares of its behalf by capital stock, (D) the Parent Primary Operating Company’s Chief Financial Officer or another duly authorized executive officer of the Parent Company certifying that, prior during each Fiscal Year, may repurchase its capital stock in amounts not to and after giving effect to any such payment, no Event of Default shall exist, and no act, event or condition shall have occurred or exist which with notice or the lapse of time, or both, would constitute an Event of Default containing detailed calculations of the relevant items used to calculate such compliance with the financial covenants set forth in Section 6.15, in form and substance satisfactory to the Agent. Notwithstanding the foregoing, any Borrower shall be entitled to pay dividends to another Borrower without limit on the dollar amount thereof, provided that (i) no Event of Default shall exist, and no act, event or condition shall have occurred or exist which with notice or the lapse of time, or both, would constitute an Event of Default; and (ii) if any such dividends are payable to both a Borrower and a non-Borrower minority shareholder, the aggregate amount of any and all dividends paid or payable to all non-Borrower minority shareholders shall not exceed One Hundred Thousand Ten Million and No/100 Dollars ($100,000.0010,000,000.00), provided, that, at the time of each such repurchase, availability under the Revolving Facility (after taking into account the aggregate face amount of all Letters of Credit outstanding, Swing Line Loans outstanding and Alternative Currency Loans outstanding), shall not be less than Twenty Million and No/100 Dollars ($20,000,000.00) per annumand (E) the VSE Entities may make payments of Subordinated Indebtedness to the extent permitted by the subordination provisions applicable thereto;
(b) Except with respect to the Parent Company alter or amend make any Borrower’s capital structure, purchase, redeem or otherwise retire any shares of any Borrower’s capital stock, voluntarily prepay, acquire or anticipate any sinking fund requirement of any indebtednessinvestments, or make any distributions in cash or assets to any Borrower’s shareholders or any Borrower’s affiliate;
(c) Except as set forth in Schedule 7.8 hereto, make any loans, salary advances advances, or other payments extensions of credit to (i) any shareholders equity owners of any BorrowerVSE Entity, unless such shareholder equity owner is also a Borrower party to this Agreement in which the Administrative Agent has a perfected security interest in and to all of its assets constituting Collateral at the time such loan, salary advance or other payment is made; (ii) any corporation or other enterprise directly or indirectly owned in whole or in part by any shareholder Affiliate of any BorrowerVSE Entity, unless such corporation or other enterprise Affiliate is also a Borrower party to this Agreement in which the Administrative Agent has a perfected security interest in and to all of its assets constituting Collateral at the time such loan, salary advance or other payment is made; or (iii) any other person or entityPerson; provided, however, that the Borrowers VSE Entities may pay, make or continue to have outstanding any or all of the following:
(i) normal and customary operating expensesloans or advances to individual officers, travel and expense reimbursements to salaried current employees and trade credit extended to customers of the Borrowers in the ordinary course of business;
(ii) regularly scheduled salary payments to individuals who are also salaried or former employees of any Borrower;
(iii) loans and working capital advances to a subsidiary of any Borrower which is not a Borrower hereunderVSE Entity, provided provided, that the aggregate outstanding amount of all such loans and advances does to such individuals may not at any time exceed One Million and No/100 Dollars ($1,000,000.00), in the aggregate, at any time; it being understood that travel advances and employee retention bonuses made in the ordinary course of business shall not be included in calculating the foregoing computation;
(ii) non-cash stock compensation to employees of the VSE Entities that does not represent a loan or advance and loans, advances or payments from one Borrower to another Borrower; provided that the Administrative Agent has a perfected security interest in and to all of each Borrower’s assets constituting Collateral;
(iii) loans, advances or payments in the amounts that are unpaid or outstanding as of the Restatement Date and listed on Schedule 7.8(c) attached hereto;
(iv) trade credit extended to customers of the loan(s) described on Schedule 7.8 hereto limited to VSE Entities in the corresponding amounts set forth on Schedule 7.8; andordinary course of business;
(v) Ordinary Course Payments;
(vi) negotiable instruments endorsed for deposit or collection in the ordinary course of business;
(vii) securities or certificates of deposit with maturities of two (2) years or less; provided that, concurrent with such investment, any and all securities or certificates of deposit (other than those acquired in connection with RABBI trusts and deferred compensation plans) shall have been pledged to the Administrative Agent, for the benefit of the Lenders ratably, pursuant to documentation reasonably satisfactory to the Administrative Agent;
(viii) loans, advances or other payments by any Borrower to any and all Non-Borrower Affiliates in an aggregate amount not to exceed Five Million and No/100 Dollars ($5,000,000.00), in each case outstanding at any time, calculated on a net basis (i.e., any cash proceeds returned by a Non-Borrower Affiliate, whether through a dividend, distribution, share redemption, payment of principal on debt or otherwise, together with payments received from customers of the Borrowers for work done by a Non-Borrower Affiliate under customer contracts of the Borrowers, to the extent such payments are received in the ordinary course of such Non-Borrower Affiliate's business and the allocated amount thereof is commensurate with amounts ordinarily payable between two unrelated and unaffiliated third parties (i.e., on market terms), shall be added back as availability for the aggregate investment limit; provided that such cash proceeds are not subject to revocation, rescission, disgorgement, set off or other claim diminishing the full value thereof);
(ix) Permitted Investments;
(x) Permitted Acquisitions; and
(i) the transfer of Permitted Factoring Property to an SPV immediately prior to the sale of such Permitted Factoring Property in Permitted Factoring Transactions and other de minimis Investments in connection with the creation of any such SPV.
Appears in 1 contract
Dividends; Loans; Advances; Investments and Similar Events. (a) declare (i) Declare or pay any dividends dividends; (ii) purchase, redeem, retire, or otherwise acquire for value any of its capital stock now or hereafter outstanding; make any distribution of assets to its stockholders whether in excess cash, assets or obligations of One Million Two Hundred Thousand and No/100 Dollars a VSE Entity; ($1,200,000.00)iii) allocate or otherwise set apart any sum for the payment of any dividend or distribution on, or for the purchase, redemption, or retirement of, any of its capital stock; (iv) alter or amend any VSE Entity’s capital structure; (v) voluntarily prepay, acquire or anticipate any sinking fund requirement of any Indebtedness; or (vi) make any other distribution by reduction of capital or otherwise in the aggregate, per annum, on respect of any Borrower’s capital stock of any class; it being understood and agreed a VSE Entity, except that such dividends may be declared and paid only to LLR Equity Partners LP and/or LLR Equity Partners Parallel LLP, and may only be declared and paid if (i) prior to and after giving effect to any such payment there is no Event of Default shall existat such time, and no act, event or condition shall have occurred or exist which with the giving of notice or the lapse passage of time, or both, would constitute an Event of Default at such time, and no covenant breach calculated on a pro forma basis would occur after giving effect thereto (iiA) (1) the Primary Operating Company may pay cash dividends that shall not less than fifteen exceed Six Million and No/100 Dollars (15$6,000,000.00) days prior to in the declaration or aggregate per Fiscal Year so long as at the time of payment thereof, there is at least Twenty Million and No/100 Dollars ($20,000,000.00) of excess availability under the Revolving Facility at the time of payment of any such dividend, and (2) except for the Borrowers deliver Primary Operating Company, each VSE Entity may pay cash dividends to the Agent a certificate Primary Operating Company or to another Borrower, (B) each VSE Entity may declare and deliver dividends and make distributions payable solely in its common stock; (C) each VSE Entity may purchase or otherwise acquire its capital stock by exchange for or out of the Parent Company duly executed on proceeds received from a substantially concurrent issue of new shares of its behalf by the Parent Company’s Chief Financial Officer or another duly authorized executive officer of the Parent Company certifying that, prior to and after giving effect to any such payment, no Event of Default shall existcapital stock, and no act(D) the Primary Operating Company, event or condition shall have occurred or exist which with notice or the lapse of timeduring each Fiscal Year, or both, would constitute an Event of Default containing detailed calculations of the relevant items used may repurchase its capital stock in amounts not to calculate such compliance with the financial covenants set forth in Section 6.15, in form and substance satisfactory to the Agent. Notwithstanding the foregoing, any Borrower shall be entitled to pay dividends to another Borrower without limit on the dollar amount thereof, provided that (i) no Event of Default shall exist, and no act, event or condition shall have occurred or exist which with notice or the lapse of time, or both, would constitute an Event of Default; and (ii) if any such dividends are payable to both a Borrower and a non-Borrower minority shareholder, the aggregate amount of any and all dividends paid or payable to all non-Borrower minority shareholders shall not exceed One Hundred Thousand Fifteen Million and No/100 Dollars ($100,000.00) per annum15,000,000.00), provided, that, at the time of each such repurchase, availability under the Revolving Facility (after taking into account the aggregate face amount of all Letters of Credit outstanding, Swing Line Loans outstanding and Alternative Currency Loans outstanding), shall not be less than Twenty Million and No/100 Dollars ($20,000,000.00);
(b) Except with respect to the Parent Company alter or amend make any Borrower’s capital structure, purchase, redeem or otherwise retire any shares of any Borrower’s capital stock, voluntarily prepay, acquire or anticipate any sinking fund requirement of any indebtednessinvestments, or make any distributions in cash or assets to any Borrower’s shareholders or any Borrower’s affiliate;
(c) Except as set forth in Schedule 7.8 hereto, make any loans, salary advances advances, or other payments to (i) any shareholders equity owners of any BorrowerVSE Entity, unless such shareholder equity owner is also a Borrower party to this Agreement in which the Administrative Agent has a perfected security interest in and to all of its assets constituting Collateral at the time such loan, salary advance or other payment is made; (ii) any corporation or other enterprise directly or indirectly owned in whole or in part by any shareholder Affiliate of any BorrowerVSE Entity, unless such corporation or other enterprise Affiliate is also a Borrower party to this Agreement in which the Administrative Agent has a perfected security interest in and to all of its assets constituting Collateral at the time such loan, salary advance or other payment is made; or (iii) any other person or entityPerson; provided, however, that the Borrowers VSE Entities may pay, make or continue to have outstanding any or all of the following:
(i) normal and customary operating expensesloans or advances to individual officers, travel and expense reimbursements to salaried current employees and trade credit extended to customers of the Borrowers in the ordinary course of business;
(ii) regularly scheduled salary payments to individuals who are also salaried or former employees of any Borrower;
(iii) loans and working capital advances to a subsidiary of any Borrower which is not a Borrower hereunderVSE Entity, provided provided, that the aggregate outstanding amount of all such loans and advances does to such individuals may not at any time exceed One Million and No/100 Dollars ($1,000,000.00), in the aggregate, at any time; it being understood that travel advances and employee retention bonuses made in the ordinary course of business shall not be included in calculating the foregoing computation;
(ii) non-cash stock compensation to employees of the VSE Entities that does not represent a loan or advance and loans, advances or payments from one Borrower to another Borrower; provided that the Administrative Agent has a perfected security interest in and to all of each Borrower’s assets constituting Collateral;
(iii) loans, advances or payments in the amounts that are unpaid or outstanding as of the Restatement Date and listed on Schedule 7.8(c) attached hereto;
(iv) trade credit extended to customers of the loan(s) described on Schedule 7.8 hereto limited to VSE Entities in the corresponding amounts set forth on Schedule 7.8; andordinary course of business;
(v) Ordinary Course Payments;
(vi) negotiable instruments endorsed for deposit or collection in the ordinary course of business;
(vii) securities or certificates of deposit with maturities of two (2) years or less; provided that, concurrent with such investment, any and all securities or certificates of deposit (other than those acquired in connection with RABBI trusts and deferred compensation plans) shall have been pledged to the Administrative Agent, for the benefit of the Lenders ratably, pursuant to documentation reasonably satisfactory to the Administrative Agent;
(viii) loans, advances or other payments by any Borrower to any and all Non-Borrower Affiliates in an aggregate amount not to exceed Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00), in each case outstanding at any time, calculated on a net basis (i.e., any cash proceeds returned by a Non-Borrower Affiliate, whether through a dividend, distribution, share redemption, payment of principal on debt or otherwise, together with payments received from customers of the Borrowers for work done by a Non-Borrower Affiliate under customer contracts of the Borrowers, to the extent such payments are received in the ordinary course of such Non-Borrower Affiliate's business and the allocated amount thereof is commensurate with amounts ordinarily payable between two unrelated and unaffiliated third parties (i.e., on market terms), shall be added back as availability for the aggregate investment limit; provided that such cash proceeds are not subject to revocation, rescission, disgorgement, set off or other claim diminishing the full value thereof);
(ix) Permitted Investments; and
(x) so long as no Event of Default shall have occurred and be continuing, and both before and after giving effect to any such payment, the VSE Entities shall be and remain in pro forma compliance with the financial covenants set forth in this Agreement (and no other default or Event of Default would result from the making of such payments), regularly scheduled payments on any other Indebtedness permitted pursuant to Section 7.7 of this Agreement.
Appears in 1 contract
Dividends; Loans; Advances; Investments and Similar Events. (ai) Declare or pay any dividends; (ii) purchase, redeem, retire, or otherwise acquire for value any of its capital stock now or hereafter outstanding; make any distribution of assets to its stockholders whether in cash, assets or obligations of a VSE Entity; (iii) allocate or otherwise set apart any sum for the payment of any dividend or distribution on, or for the purchase, redemption, or retirement of, any of its capital stock; (iv) alter or amend any VSE Entity’s capital structure; (v) declare or pay make any dividends payment of principal or interest on, or acquire or anticipate any sinking fund requirement of, any Subordinated Indebtedness; or (vi) make any other distribution by reduction of capital or otherwise in excess respect of One Million Two Hundred Thousand and No/100 Dollars ($1,200,000.00), in the aggregate, per annum, on any Borrower’s capital stock of any class; it being understood and agreed a VSE Entity, except that such dividends may be declared and paid only to LLR Equity Partners LP and/or LLR Equity Partners Parallel LLP, and may only be declared and paid if (i) prior to and after giving effect to any such payment there is no Event of Default shall existat such time, and no act, event or condition shall have occurred or exist which with the giving of notice or the lapse passage of time, or both, would constitute an Event of Default at such time, and no covenant breach calculated on a pro forma basis would occur after giving effect thereto (iiA) (1) the Primary Operating Company may pay cash dividends that shall not less than fifteen exceed Six Million and No/100 Dollars (15$6,000,000.00) days prior to in the declaration or aggregate per Fiscal Year so long as at the time of payment thereof, there is at least Twenty Million and No/100 Dollars ($20,000,000.00) of excess availability under the Revolving Facility at the time of payment of any such dividend, and (2) except for the Borrowers deliver Primary Operating Company, each VSE Entity may pay cash dividends to the Agent a certificate Primary Operating Company or to another Borrower, (B) each VSE Entity may declare and deliver dividends and make distributions payable solely in its common stock; (C) each VSE Entity may purchase or otherwise acquire its capital stock by exchange for or out of the Parent Company duly executed on its behalf by the Parent Company’s Chief Financial Officer or another duly authorized executive officer proceeds received from a substantially concurrent issue of the Parent Company certifying that, prior to and after giving effect to any such payment, no Event of Default shall exist, and no act, event or condition shall have occurred or exist which with notice or the lapse of time, or both, would constitute an Event of Default containing detailed calculations of the relevant items used to calculate such compliance with the financial covenants set forth in Section 6.15, in form and substance satisfactory to the Agent. Notwithstanding the foregoing, any Borrower shall be entitled to pay dividends to another Borrower without limit on the dollar amount thereof, provided that (i) no Event of Default shall exist, and no act, event or condition shall have occurred or exist which with notice or the lapse of time, or both, would constitute an Event of Default; and (ii) if any such dividends are payable to both a Borrower and a non-Borrower minority shareholder, the aggregate amount of any and all dividends paid or payable to all non-Borrower minority shareholders shall not exceed One Hundred Thousand and No/100 Dollars ($100,000.00) per annum;
(b) Except with respect to the Parent Company alter or amend any Borrower’s capital structure, purchase, redeem or otherwise retire any new shares of any Borrower’s its capital stock, voluntarily prepay(D) the Primary Operating Company, acquire or anticipate any sinking fund requirement of any indebtednessduring each Fiscal Year, or make any distributions may repurchase its capital stock in cash or assets amounts not to any Borrower’s shareholders or any Borrower’s affiliate;
(c) Except as set forth in Schedule 7.8 hereto, make any loans, salary advances or other payments to (i) any shareholders of any Borrower, unless such shareholder is also a Borrower party to this Agreement in which the Agent has a perfected security interest in and to all of its assets constituting Collateral at the time such loan, salary advance or other payment is made; (ii) any corporation or other enterprise directly or indirectly owned in whole or in part by any shareholder of any Borrower, unless such corporation or other enterprise is also a Borrower party to this Agreement in which the Agent has a perfected security interest in and to all of its assets constituting Collateral at the time such loan, salary advance or other payment is made; or (iii) any other person or entity; provided, however, that the Borrowers may pay, make or continue to have outstanding any or all of the following:
(i) normal and customary operating expenses, travel and expense reimbursements to salaried employees and trade credit extended to customers of the Borrowers in the ordinary course of business;
(ii) regularly scheduled salary payments to individuals who are also salaried employees of any Borrower;
(iii) loans and working capital advances to a subsidiary of any Borrower which is not a Borrower hereunder, provided that the aggregate outstanding amount of all such loans and advances does not at any time exceed One Ten Million and No/100 Dollars ($1,000,000.0010,000,000.00);
, provided, that, at the time of each such repurchase, availability under the Revolving Facility (ivafter taking into account the aggregate face amount of all Letters of Credit outstanding, Swing Line Loans outstanding and Alternative Currency Loans outstanding), shall not be less than Twenty Million and No/100 Dollars ($20,000,000.00) and (E) the loan(s) described on Schedule 7.8 hereto limited VSE Entities may make payments of Subordinated Indebtedness to the corresponding amounts set forth on Schedule 7.8; and
(v) Ordinary Course Payments.extent permitted by the subordination provisions applicable thereto;
Appears in 1 contract
Dividends; Loans; Advances; Investments and Similar Events. (a) declare Declare or pay any dividends dividends; purchase, redeem, retire, or otherwise acquire for value any of its capital stock now or hereafter outstanding; make any distribution of assets to its stockholders whether in excess cash, assets or obligations of One Million Two Hundred Thousand and No/100 Dollars ($1,200,000.00)a Borrower; allocate or otherwise set apart any sum for the payment of any dividend or distribution on, or for the purchase, redemption, or retirement of, any of its capital stock; make any other distribution by reduction of capital or otherwise in the aggregate, per annum, on respect of any Borrower’s capital stock of any class; it being understood and agreed a Borrower, except that such dividends may be declared and paid only to LLR Equity Partners LP and/or LLR Equity Partners Parallel LLP, and may only be declared and paid if (i) prior to and after giving effect to any such payment there is no Event of Default shall existat such time, and no act, event or condition shall have occurred or exist which with the giving of notice or the lapse passage of time, or both, would constitute an Event of Default at such time, and (ii) not less than fifteen (15) days prior to the declaration or payment of any such dividend, the Borrowers deliver to the Agent a certificate of the Parent Company duly executed on its behalf by the Parent Company’s Chief Financial Officer or another duly authorized executive officer of the Parent Company certifying that, prior to and no covenant breach would occur after giving effect to any such payment, no Event of Default shall exist, and no act, event or condition shall have occurred or exist which with notice or the lapse of time, or both, would constitute an Event of Default containing detailed calculations of the relevant items used to calculate such compliance with the financial covenants set forth in Section 6.15, in form and substance satisfactory to the Agent. Notwithstanding the foregoing, any Borrower shall be entitled to pay dividends to another Borrower without limit on the dollar amount thereof, provided that thereto (a) (i) no Event of Default shall exist, and no act, event or condition shall have occurred or exist which with notice or the lapse of time, or both, would constitute an Event of Default; and (ii) if any such Primary Operating Company may pay cash dividends are payable to both a Borrower and a non-Borrower minority shareholder, the aggregate amount of any and all dividends paid or payable to all non-Borrower minority shareholders that shall not exceed One Hundred Thousand Three Million and No/100 Dollars ($100,000.003,000,000.00) in the aggregate per annum;
Fiscal Year and (ii) except for the Primary Operating Company, each Borrower may pay cash dividends to the Primary Operating Company, (b) Except with respect each Borrower may declare and deliver dividends and make distributions payable solely in its common stock; (c) each Borrower may purchase or otherwise acquire its capital stock by exchange for or out of the proceeds received from a substantially concurrent issue of new shares of its capital stock, and (d) the Primary Operating Company, during each Fiscal Year, may repurchase its capital stock in amounts not to exceed Ten Million and No/100 Dollars ($10,000,000.00), provided, that, at the Parent Company time of each such repurchase, availability under the Revolving Facility, after taking into account the aggregate face amount of all Letters of Credit outstanding, shall not be less than Ten Million and No/100 Dollars ($10,000,000.00); or alter or amend any Borrower’s capital structure, purchase, redeem or otherwise retire any shares of any Borrower’s capital stock, ; voluntarily prepay, acquire or anticipate any sinking fund requirement of any indebtedness, or make any distributions in cash or assets to any Borrower’s shareholders or any Borrower’s affiliateIndebtedness;
(cb) Except as set forth in Schedule 7.8 hereto, make any loans, salary advances or other payments to (i) any shareholders equity owners of any Borrower, unless such shareholder equity owner is also a Borrower party to this Agreement in which the Administrative Agent has a perfected security interest in and to all of its assets constituting Collateral at the time such loan, salary advance or other payment is made; (ii) any corporation or other enterprise directly or indirectly owned in whole or in part by any shareholder Affiliate of any Borrower, unless such corporation or other enterprise Affiliate is also a Borrower party to this Agreement in which the Administrative Agent has a perfected security interest in and to all of its assets constituting Collateral at the time such loan, salary advance or other payment is made; or (iii) any other person or entityPerson; provided, however, that the Borrowers may pay, make or continue to have outstanding any or all of the following:
(i) normal loans or advances to individual officers, current employees or former employees of any Borrower, provided, that all such loans and customary operating expensesadvances to such individuals may not exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), in the aggregate, at any time; it being understood that travel advances and expense reimbursements employee retention bonuses made in the ordinary course of business shall not be included in calculating the foregoing computation;
(ii) non-cash stock compensation to salaried employees of the Borrowers that does not represent a loan or advance loans, advances or payments from one Borrower to another Borrower; provided that the Administrative Agent has a perfected security interest in and to all of each Borrower’s assets constituting Collateral;
(iii) loans, advances or payments in the amounts that are unpaid or outstanding as of the Restatement Date and listed on Schedule 7.8(c);
(iv) trade credit extended to customers of the Borrowers in the ordinary course of business;
(ii) regularly scheduled salary payments to individuals who are also salaried employees of any Borrower;
(iii) loans and working capital advances to a subsidiary of any Borrower which is not a Borrower hereunder, provided that the aggregate outstanding amount of all such loans and advances does not at any time exceed One Million and No/100 Dollars ($1,000,000.00);
(iv) the loan(s) described on Schedule 7.8 hereto limited to the corresponding amounts set forth on Schedule 7.8; and
(v) Ordinary Course Payments;
(vi) negotiable instruments endorsed for deposit or collection in the ordinary course of business;
(vii) securities or certificates of deposit with maturities of two (2) years or less; provided that, concurrent with such investment, any and all securities or certificates of deposit (other than those acquired in connection with RABBI trusts and deferred compensation plans) shall have been pledged to the Administrative Agent, for the benefit of the Lenders ratably, pursuant to documentation reasonably satisfactory to the Administrative Agent;
(viii) [reserved];
(ix) Permitted Investments; and
(x) so long as no Event of Default shall have occurred and be continuing, and both before and after giving effect to any such payment, the Borrowers shall be and remain in pro forma compliance with the financial covenants set forth in this Agreement, regularly scheduled payments on any other Indebtedness permitted pursuant to Section 7.7.
Appears in 1 contract
Dividends; Loans; Advances; Investments and Similar Events. (a) declare (i) Declare or pay any dividends dividends; (ii) purchase, redeem, retire, or otherwise acquire for value any of its capital stock now or hereafter outstanding; make any distribution of assets to its stockholders whether in excess cash, assets or obligations of One Million Two Hundred Thousand and No/100 Dollars a VSE Entity; ($1,200,000.00)iii) allocate or otherwise set apart any sum for the payment of any dividend or distribution on, or for the purchase, redemption, or retirement of, any of its capital stock; (iv) alter or amend any VSE Entity's capital structure; (v) voluntarily prepay, acquire or anticipate any sinking fund requirement of any Indebtedness; or (vi) make any other distribution by reduction of capital or otherwise in the aggregate, per annum, on respect of any Borrower’s capital stock of any class; it being understood and agreed a VSE Entity, except that such dividends may be declared and paid only to LLR Equity Partners LP and/or LLR Equity Partners Parallel LLP, and may only be declared and paid if (i) prior to and after giving effect to any such payment there is no Event of Default shall existat such time, and no act, event or condition shall have occurred or exist which with the giving of notice or the lapse passage of time, or both, would constitute an Event of Default at such time, and no covenant breach calculated on a pro forma basis would occur after giving effect thereto (iiA) (1) the Primary Operating Company may pay cash dividends that shall not less than fifteen exceed Six Million and No/100 Dollars (15$6,000,000.00) days prior to in the declaration or aggregate per Fiscal Year so long as at the time of payment thereof, there is at least Twenty Million and No/100 Dollars ($20,000,000.00) of excess availability under the Revolving Facility at the time of payment of any such dividend, and (2) except for the Borrowers deliver Primary Operating Company, each VSE Entity may pay cash dividends to the Agent a certificate Primary Operating Company or to another Borrower, (B) each VSE Entity may declare and deliver dividends and make distributions payable solely in its common stock; (C) each VSE Entity may purchase or otherwise acquire its capital stock by exchange for or out of the Parent Company duly executed on proceeds received from a substantially concurrent issue of new shares of its behalf by the Parent Company’s Chief Financial Officer or another duly authorized executive officer of the Parent Company certifying that, prior to and after giving effect to any such payment, no Event of Default shall existcapital stock, and no act(D) the Primary Operating Company, event or condition shall have occurred or exist which with notice or the lapse of timeduring each Fiscal Year, or both, would constitute an Event of Default containing detailed calculations of the relevant items used may repurchase its capital stock in amounts not to calculate such compliance with the financial covenants set forth in Section 6.15, in form and substance satisfactory to the Agent. Notwithstanding the foregoing, any Borrower shall be entitled to pay dividends to another Borrower without limit on the dollar amount thereof, provided that (i) no Event of Default shall exist, and no act, event or condition shall have occurred or exist which with notice or the lapse of time, or both, would constitute an Event of Default; and (ii) if any such dividends are payable to both a Borrower and a non-Borrower minority shareholder, the aggregate amount of any and all dividends paid or payable to all non-Borrower minority shareholders shall not exceed One Hundred Thousand Fifteen Million and No/100 Dollars ($100,000.00) per annum15,000,000.00), provided, that, at the time of each such repurchase, availability under the Revolving Facility, after taking into account the aggregate face amount of all Letters of Credit outstanding, shall not be less than Twenty Million and No/100 Dollars ($20,000,000.00);
(b) Except with respect to the Parent Company alter or amend make any Borrower’s capital structure, purchase, redeem or otherwise retire any shares of any Borrower’s capital stock, voluntarily prepay, acquire or anticipate any sinking fund requirement of any indebtednessinvestments, or make any distributions in cash or assets to any Borrower’s shareholders or any Borrower’s affiliate;
(c) Except as set forth in Schedule 7.8 hereto, make any loans, salary advances advances, or other payments to (i) any shareholders equity owners of any BorrowerVSE Entity, unless such shareholder equity owner is also a Borrower party to this Agreement in which the Administrative Agent has a perfected security interest in and to all of its assets constituting Collateral at the time such loan, salary advance or other payment is made; (ii) any corporation or other enterprise directly or indirectly owned in whole or in part by any shareholder Affiliate of any BorrowerVSE Entity, unless such corporation or other enterprise Affiliate is also a Borrower party to this Agreement in which the Administrative Agent has a perfected security interest in and to all of its assets constituting Collateral at the time such loan, salary advance or other payment is made; or (iii) any other person or entityPerson; provided, however, that the Borrowers VSE Entities may pay, make or continue to have outstanding any or all of the following:
(i) normal and customary operating expensesloans or advances to individual officers, travel and expense reimbursements to salaried current employees and trade credit extended to customers of the Borrowers in the ordinary course of business;
(ii) regularly scheduled salary payments to individuals who are also salaried or former employees of any Borrower;
(iii) loans and working capital advances to a subsidiary of any Borrower which is not a Borrower hereunderVSE Entity, provided provided, that the aggregate outstanding amount of all such loans and advances does to such individuals may not at any time exceed One Million and No/100 Dollars ($1,000,000.00), in the aggregate, at any time; it being understood that travel advances and employee retention bonuses made in the ordinary course of business shall not be included in calculating the foregoing computation;
(ii) non-cash stock compensation to employees of the VSE Entities that does not represent a loan or advance and loans, advances or payments from one Borrower to another Borrower; provided that the Administrative Agent has a perfected security interest in and to all of each Borrower's assets constituting Collateral;
(iii) loans, advances or payments in the amounts that are unpaid or outstanding as of the Restatement Date and listed on Schedule 7.8(c) attached hereto;
(iv) trade credit extended to customers of the loan(s) described on Schedule 7.8 hereto limited to VSE Entities in the corresponding amounts set forth on Schedule 7.8; andordinary course of business;
(v) Ordinary Course Payments;
(vi) negotiable instruments endorsed for deposit or collection in the ordinary course of business;
(vii) securities or certificates of deposit with maturities of two (2) years or less; provided that, concurrent with such investment, any and all securities or certificates of deposit (other than those acquired in connection with RABBI trusts and deferred compensation plans) shall have been pledged to the Administrative Agent, for the benefit of the Lenders ratably, pursuant to documentation reasonably satisfactory to the Administrative Agent;
(viii) loans, advances or other payments by any Borrower to any and all Non-Borrower Affiliates in an aggregate amount not to exceed Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00), in each case outstanding at any time, calculated on a net basis (i.e., any cash proceeds returned by a Non-Borrower Affiliate, whether through a dividend, distribution, share redemption, payment of principal on debt or otherwise, together with payments received from customers of the Borrowers for work done by a Non-Borrower Affiliate under customer contracts of the Borrowers, to the extent such payments are received in the ordinary course of such Non-Borrower Affiliate's business and the allocated amount thereof is commensurate with amounts ordinarily payable between two unrelated and unaffiliated third parties (i.e., on market terms), shall be added back as availability for the aggregate investment limit; provided that such cash proceeds are not subject to revocation, rescission, disgorgement, set off or other claim diminishing the full value thereof);
(ix) Permitted Investments; and
(x) so long as no Event of Default shall have occurred and be continuing, and both before and after giving effect to any such payment, the VSE Entities shall be and remain in pro forma compliance with the financial covenants set forth in this Agreement (and no other default or Event of Default would result from the making of such payments), regularly scheduled payments on any other Indebtedness permitted pursuant to Section 7.7 of this Agreement.
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Dividends; Loans; Advances; Investments and Similar Events. (a) declare (i) Declare or pay any dividends dividends; (ii) purchase, redeem, retire, or otherwise acquire for value any of its capital stock now or hereafter outstanding; make any distribution of assets to its stockholders whether in excess cash, assets or obligations of One Million Two Hundred Thousand and No/100 Dollars a VSE Entity; ($1,200,000.00)iii) allocate or otherwise set apart any sum for the payment of any dividend or distribution on, or for the purchase, redemption, or retirement of, any of its capital stock; (iv) alter or amend any VSE Entity’s capital structure; (v) declare or make any payment of principal or interest on, or acquire or anticipate any sinking fund requirement of, any Subordinated Indebtedness; or (vi) make any other distribution by reduction of capital or otherwise in the aggregate, per annum, on respect of any Borrower’s capital stock of any class; it being understood and agreed a VSE Entity, except that such dividends may be declared and paid only to LLR Equity Partners LP and/or LLR Equity Partners Parallel LLP, and may only be declared and paid if (i) prior to and after giving effect to any such payment there is no Event of Default shall existat such time, and no act, event or condition shall have occurred or exist which with the giving of notice or the lapse passage of time, or both, would constitute an Event of Default at such time, and no covenant breach calculated on a pro forma basis would occur after giving effect thereto (iiA) (1) the Primary Operating Company may pay cash dividends that shall not less than fifteen exceed Ten Million and No/100 Dollars (15$10,000,000.00) days prior to in the declaration or aggregate per Fiscal Year so long as at the time of payment thereof, there is at least Twenty Million and No/100 Dollars ($20,000,000.00) of excess availability under the Revolving Facility at the time of payment of any such dividend, and (2) except for the Borrowers deliver Primary Operating Company, each VSE Entity may pay cash dividends to the Agent a certificate Primary Operating Company or to another Borrower, (B) each VSE Entity may declare and deliver dividends and make distributions payable solely in its common stock; (C) each VSE Entity may purchase or otherwise acquire its capital stock by exchange for or out of the Parent Company duly executed on proceeds received from a substantially concurrent issue of new shares of its behalf by capital stock, (D) the Parent Primary Operating Company’s Chief Financial Officer or another duly authorized executive officer of the Parent Company certifying that, prior during each Fiscal Year, may repurchase its capital stock in amounts not to and after giving effect to any such payment, no Event of Default shall exist, and no act, event or condition shall have occurred or exist which with notice or the lapse of time, or both, would constitute an Event of Default containing detailed calculations of the relevant items used to calculate such compliance with the financial covenants set forth in Section 6.15, in form and substance satisfactory to the Agent. Notwithstanding the foregoing, any Borrower shall be entitled to pay dividends to another Borrower without limit on the dollar amount thereof, provided that (i) no Event of Default shall exist, and no act, event or condition shall have occurred or exist which with notice or the lapse of time, or both, would constitute an Event of Default; and (ii) if any such dividends are payable to both a Borrower and a non-Borrower minority shareholder, the aggregate amount of any and all dividends paid or payable to all non-Borrower minority shareholders shall not exceed One Hundred Thousand Ten Million and No/100 Dollars ($100,000.0010,000,000.00), provided, that, at the time of each such repurchase, availability under the Revolving Facility (after taking into account the aggregate face amount of all Letters of Credit outstanding, Swing Line Loans outstanding and Alternative Currency Loans outstanding), shall not be less than Twenty Million and No/100 Dollars ($20,000,000.00) per annumand (E) the VSE Entities may make payments of Subordinated Indebtedness to the extent permitted by the subordination provisions applicable thereto;
(b) Except with respect to the Parent Company alter or amend make any Borrower’s capital structure, purchase, redeem or otherwise retire any shares of any Borrower’s capital stock, voluntarily prepay, acquire or anticipate any sinking fund requirement of any indebtednessinvestments, or make any distributions in cash or assets to any Borrower’s shareholders or any Borrower’s affiliate;
(c) Except as set forth in Schedule 7.8 hereto, make any loans, salary advances advances, or other payments extensions of credit to (i) any shareholders equity owners of any BorrowerVSE Entity, unless such shareholder equity owner is also a Borrower party to this Agreement in which the Administrative Agent has a perfected security interest in and to all of its assets constituting Collateral at the time such loan, salary advance or other payment is made; (ii) any corporation or other enterprise directly or indirectly owned in whole or in part by any shareholder Affiliate of any BorrowerVSE Entity, unless such corporation or other enterprise Affiliate is also a Borrower party to this Agreement in which the Administrative Agent has a perfected security interest in and to all of its assets constituting Collateral at the time such loan, salary advance or other payment is made; or (iii) any other person or entityPerson; provided, however, that the Borrowers VSE Entities may pay, make or continue to have outstanding any or all of the following:
(i) normal and customary operating expensesloans or advances to individual officers, travel and expense reimbursements to salaried current employees and trade credit extended to customers of the Borrowers in the ordinary course of business;
(ii) regularly scheduled salary payments to individuals who are also salaried or former employees of any Borrower;
(iii) loans and working capital advances to a subsidiary of any Borrower which is not a Borrower hereunderVSE Entity, provided provided, that the aggregate outstanding amount of all such loans and advances does to such individuals may not at any time exceed One Million and No/100 Dollars ($1,000,000.00), in the aggregate, at any time; it being understood that travel advances and employee retention bonuses made in the ordinary course of business shall not be included in calculating the foregoing computation;
(ii) non-cash stock compensation to employees of the VSE Entities that does not represent a loan or advance and loans, advances or payments from one Borrower to another Borrower; provided that the Administrative Agent has a perfected security interest in and to all of each Borrower’s assets constituting Collateral;
(iii) loans, advances or payments in the amounts that are unpaid or outstanding as of the Restatement Date and listed on Schedule 7.8(c) attached hereto;
(iv) trade credit extended to customers of the loan(s) described on Schedule 7.8 hereto limited to VSE Entities in the corresponding amounts set forth on Schedule 7.8; andordinary course of business;
(v) Ordinary Course Payments.;
(vi) negotiable instruments endorsed for deposit or collection in the ordinary course of business;
(vii) securities or certificates of deposit with maturities of two (2) years or less; provided that, concurrent with such investment, any and all securities or certificates of deposit (other than those acquired in connection with RABBI trusts and deferred compensation plans) shall have been pledged to the Administrative Agent, for the benefit of the Lenders ratably, pursuant to documentation reasonably satisfactory to the Administrative Agent;
(viii) loans, advances or other payments by any Borrower to any and all Non-Borrower Affiliates in an aggregate amount not to exceed Five Million and No/100 Dollars ($5,000,000.00), in each case outstanding at any time, calculated on a net basis (i.e., any cash proceeds returned by a Non-Borrower Affiliate, whether through a dividend, distribution, share redemption, payment of principal on debt or otherwise, together with payments received from customers of the Borrowers for work done by a Non-Borrower Affiliate under customer contracts of the Borrowers, to the extent such payments are received in the ordinary course of such Non-Borrower Affiliate's business and the allocated amount thereof is commensurate with amounts ordinarily payable between two unrelated and unaffiliated third parties (i.e., on market terms), shall be added back as availability for the aggregate investment limit; provided that such cash proceeds are not subject to revocation, rescission, disgorgement, set off or other claim diminishing the full value thereof);
(ix) Permitted Investments; and
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