Dividends; Loans; Advances; Investments and Similar Events. (a) Declare or pay any dividend on any Borrower’s capital stock of any class, alter or amend any Borrower’s capital structure, purchase, redeem or otherwise retire any shares of any Borrower’s capital stock (other than purchases or redemptions made pursuant to an Approved ESOP or an Approved ESPP which (i) do not occur at any time after an Event of Default has occurred and is continuing, (ii) do not cause or result in an Event of Default, and (iii) when netted against any new issuances of capital stock to employees of any Borrower, do not exceed One Million and No/100 Dollars ($1,000,000.00), in the aggregate, for so long as the Facilities remain unpaid and outstanding or the Lenders have any continuing obligations hereunder), 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 which is not a Borrower under this Agreement; (b) 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 make or continue to have outstanding any or all of the following: (i) loans or advances to individual officers, present employees or former employees of any Borrower, provided, that all such loans and advances to such persons may not at any time exceed Two Hundred Thousand and No/100 Dollars ($200,000.00), in the aggregate; 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) loans to individual officers and employees of any Borrower, the proceeds of which shall be advanced on a net cash basis and used solely to finance the purchase of stock in the Parent Company by such officer or employee pursuant to and in accordance with an Approved ESPP; (iii) loans, advances and/or payments from one Borrower to another Borrower; provided that the Agent has a perfected security interest in and to all of each Borrower’s assets constituting Collateral; (iv) loans, advances and/or payments in the amounts which are unpaid or outstanding as of the Restatement Date and listed on Schedule 7.8(c) hereto; (v) trade credit extended to customers of the Borrowers in the ordinary course of business; (vi) Ordinary Course Payments; (vii) negotiable instruments endorsed for deposit or collection in the ordinary course of business; (viii) 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 Agent, for the benefit of the Lenders ratably, pursuant to documentation reasonably satisfactory to the Agent; (ix) so long as no Event of Default shall have occurred and be continuing, regularly scheduled consulting fees payable pursuant to the CM Equity Consulting Agreement; (x) Permitted Investments; and (xi) so long as no Event of Default shall have occurred and be continuing, regularly scheduled payments on any other indebtedness expressly permitted pursuant to Section 7.7 of this Agreement.
Appears in 2 contracts
Samples: Business Loan and Security Agreement (ICF International, Inc.), Business Loan and Security Agreement (ICF International, Inc.)
Dividends; Loans; Advances; Investments and Similar Events. (a) Declare or pay any dividend on any Borrower’s capital stock or other equity interests of any class, ; alter or amend any Borrower’s capital structure, ; purchase, redeem or otherwise retire any shares of any Borrower’s capital stock or other equity interests (other than purchases or redemptions made pursuant to an Approved ESOP or an Approved ESPP which that (i) do not occur at any time after an Event of Default has occurred and is continuing, (ii) are made by a Borrower and do not cause or result in an Event of Default, and (iii) when netted in any twelve (12) month period do not exceed a net Two Million and No/100 Dollars ($2,000,000.00), in the aggregate (said $2,000,000 (A) to be calculated after netting against any such purchases or redemptions any new issuances of capital stock or other equity interests to employees of any Borrower, do not exceed One Million and No/100 Dollars ($1,000,000.00), in the aggregatesame twelve (12) month period and related tax consequences, and (B) not to include any purchases by an Approved ESOP or Approved ESPP)), for so long as the Facilities remain unpaid and outstanding or the Lenders have any continuing obligations hereunder), ; 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 equity owners or any Borrower’s Affiliate which is not a Borrower under this Agreement;
(b) 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 corporation, company or other enterprise directly or indirectly owned in whole or in part by any shareholder equity owner of any Borrower, unless such corporation corporation, company or other enterprise 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 make or continue to have outstanding any or all of the following:
(i) loans or advances to individual officers, present employees or former employees of any Borrower, provided, that all such loans and advances to such persons may not at any time exceed Two Hundred Thousand One Million and No/100 Dollars ($200,000.001,000,000.00), 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) loans to individual officers and employees of any Borrower, the proceeds of which shall be advanced on a net cash basis and used solely to finance the purchase of stock in the Parent Company by such officer or employee pursuant to and in accordance with an Approved ESPP;
(iii) loans, advances and/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;
(iv) loans, advances and/or payments in the amounts which are unpaid or outstanding as of the Restatement Date and listed on Schedule 7.8(c) hereto;
(v) trade credit extended to customers of the Borrowers in the ordinary course of business;
(vi) Ordinary Course Payments;
(vii) negotiable instruments endorsed for deposit or collection in the ordinary course of business;
(viii) 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;
(ix) so long as no Event investment loans or advances to ICF India or any other Non-Borrower Affiliate in an aggregate amount not to exceed Two Million and No/100 Dollars ($2,000,000.00) 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 Default shall have occurred and be continuingprincipal on debt or otherwise, regularly scheduled consulting fees payable pursuant together with payments received from customers of Borrowers for work done by a Non-Borrower Affiliate under customer contracts of Borrowers, to the CM Equity Consulting Agreementextent 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, recission, disgorgement, set off or other claim diminishing the full value thereof);
(x) Permitted Investments; and
(xi) so long as no Event of Default shall have occurred and be continuing, regularly scheduled payments on any other indebtedness Indebtedness expressly permitted pursuant to Section 7.7 of this Agreement.
Appears in 1 contract
Samples: Business Loan and Security Agreement (ICF International, Inc.)
Dividends; Loans; Advances; Investments and Similar Events. (a) Declare declare or pay any dividend dividends; provided, that notwithstanding the foregoing, any Borrower shall be entitled to pay dividends to its shareholders (so long as another Borrower is the majority shareholder thereof) 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 Borrower’s capital stock such dividends are payable to both a Borrower and a non-Borrower minority shareholder, the aggregate amount of any classand 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 's capital structure, purchase, redeem or otherwise retire any shares of any Borrower’s 's capital stock (other than purchases or redemptions made pursuant to an Approved ESOP or an Approved ESPP which (i) do not occur at any time after an Event of Default has occurred and is continuing, (ii) do not cause or result in an Event of Default, and (iii) when netted against any new issuances of capital stock to employees of any Borrower, do not exceed One Million and No/100 Dollars ($1,000,000.00), in the aggregate, for so long as the Facilities remain unpaid and outstanding or the Lenders have any continuing obligations hereunder)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 's shareholders or any Borrower’s Affiliate which is not a Borrower under this Agreement's affiliate;
(bc) 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) loans or advances normal and customary operating expenses, travel and expense reimbursements to individual officers, present salaried employees or former employees of any Borrower, provided, that all such loans and advances to such persons may not at any time exceed Two Hundred Thousand and No/100 Dollars ($200,000.00), in the aggregate; 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) loans to individual officers and employees of any Borrower, the proceeds of which shall be advanced on a net cash basis and used solely to finance the purchase of stock in the Parent Company by such officer or employee pursuant to and in accordance with an Approved ESPP;
(iii) loans, advances and/or payments from one Borrower to another Borrower; provided that the Agent has a perfected security interest in and to all of each Borrower’s assets constituting Collateral;
(iv) loans, advances and/or payments in the amounts which are unpaid or outstanding as of the Restatement Date and listed on Schedule 7.8(c) hereto;
(v) trade credit extended to customers of the Borrowers in the ordinary course of business;
(viii) Ordinary Course Paymentsregularly scheduled salary payments to individuals who are also salaried employees of any Borrower;
(viiiii) negotiable instruments endorsed for deposit or collection in loans and working capital advances to a subsidiary of any Borrower which is not a Borrower hereunder, provided that the ordinary course aggregate outstanding amount of businessall such loans and advances does not at any time exceed One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00);
(viiiiv) securities or certificates of deposit with maturities of two (2the loan(s) 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 described on Schedule 7.8 hereto limited to the Agent, for the benefit of the Lenders ratably, pursuant to documentation reasonably satisfactory to the Agent;
(ix) so long as no Event of Default shall have occurred and be continuing, regularly scheduled consulting fees payable pursuant to the CM Equity Consulting Agreement;
(x) Permitted Investmentscorresponding amounts set forth on Schedule 7.8; and
(xi) so long as no Event of Default shall have occurred and be continuing, regularly scheduled payments on any other indebtedness expressly permitted pursuant to Section 7.7 of this Agreement.
Appears in 1 contract
Samples: Senior Subordinated Note Purchase Agreement (Opinion Research Corp)
Dividends; Loans; Advances; Investments and Similar Events. (a) Declare or pay any dividend on any ICF Entity’s Equity Interests (other than dividends declared or paid (i) with respect to the Equity Interests of the Parent Company; provided that both immediately before and after giving effect to such declaration and/or payment, the ICF Entities shall be and remain on a consolidated basis in pro forma compliance with all of the financial covenants set forth in Section 6.15 of this Agreement, and no other Event of Default shall have occurred and be continuing, (ii) from a Borrower to another Borrower or from a Guarantor to a Borrower or another Guarantor, (iii) from a Non-Obligor Affiliate to a Borrower’s capital stock of any class, Guarantor or another Non-Obligor Affiliate); or alter or amend any BorrowerICF Entity’s capital structurestructure in any manner that could reasonably be expected to have a material adverse effect on the voting rights of any ICF Entity with respect to the business affairs of such ICF Entity; or voluntarily prepay, acquire or anticipate any sinking fund requirement of any indebtedness; or, except as specifically permitted elsewhere in this Section 7.8, make any upstream distribution in cash or assets to any Non-Obligor Affiliate or to any ICF Entity’s equity owners (which are not Borrowers or Guarantors);
(b) purchase, redeem or otherwise retire any shares Equity Interests of any Borrower’s capital stock (other ICF Entity, unless prior to and after giving effect to such purchase or redemption, the Leverage Ratio is not greater than 3.50 to 1.00 and such purchases or redemptions made pursuant to an Approved ESOP or an Approved ESPP which (i) do not occur at any time after an Event of Default has occurred and is continuing, (ii) and do not cause or result in an Event of Default. For purposes hereof, the restriction on purchases and redemptions in this clause (iiib) when netted against shall not include any new issuances purchases by an Approved ESOP or Approved ESPP or purchases by any Borrower of capital stock to employees of any Borrower, do not exceed One Million and No/100 Dollars ($1,000,000.00), in the aggregate, for so long as the Facilities remain unpaid and outstanding or the Lenders have any continuing obligations hereunder), 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 which is not Equity Interests held by a Borrower under this Agreementfor reasonably equivalent value;
(bc) Except as specifically permitted elsewhere in this Section 7.8, make any loans, salary advances or other payments to (i) any shareholders equity owners of any BorrowerICF Entity, unless such shareholder equity owner is also a Borrower party to this Agreement or Guarantor (as applicable) 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 corporation, company or other enterprise directly or indirectly owned in whole or in part by any shareholder equity owner of any BorrowerICF Entity, unless such corporation corporation, company or other enterprise is also a Borrower party to this Agreement or Guarantor 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 ICF Entities may make or continue to have outstanding any or all of the following:
(i) loans, advances and/or payments (A) from one Borrower to another Borrower, from one Guarantor to another Guarantor, or between Borrowers and Guarantors or (B) from a Non-Obligor Affiliate to a Borrower, Guarantor or another Non-Obligor Affiliate, as applicable;
(ii) loans, advances and/or payments in the amounts which are unpaid or outstanding as of the Closing Date and listed on Schedule 7.8(c) attached to this Agreement;
(iii) loans or advances to individual officers, present employees or former employees of any BorrowerICF Entity, provided, that all such loans and advances to such persons may not at any time exceed Two Hundred Thousand Five Million and No/100 Dollars ($200,000.005,000,000.00), 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;
(iiiv) other loans to individual officers and employees of any BorrowerBorrower or Guarantor, the proceeds of which shall be advanced on a net cash basis and used solely to finance the purchase of stock in the Parent Company by such officer or employee pursuant to and in accordance with an Approved ESOP or ESPP;
(iii) loans, advances and/or payments from one Borrower to another Borrower; provided that the Agent has a perfected security interest in and to all of each Borrower’s assets constituting Collateral;
(iv) loans, advances and/or payments in the amounts which are unpaid or outstanding as of the Restatement Date and listed on Schedule 7.8(c) hereto;
(v) trade credit extended to customers of the Borrowers an ICF Entity in the ordinary course of business;
(vi) Ordinary Course Payments;
(vii) negotiable instruments endorsed for deposit or collection in the ordinary course of business;
(viii) 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;
(ix) so long as no Event loans, advances or other payments by any Borrower or Guarantor to any and all Non-Obligor Affiliates in an aggregate amount not to exceed Seventy-five Million and No/100 Dollars ($75,000,000.00) outstanding at any time, calculated on a net basis (i.e., any cash proceeds returned by a Non-Obligor Affiliate, whether through a dividend, distribution, share redemption, payment of Default shall have occurred and be continuingprincipal on debt or otherwise, regularly scheduled consulting fees payable pursuant together with payments received from customers of the Borrowers or Guarantors for work done by a Non-Obligor Affiliate under customer contracts of the Borrowers or Guarantors, to the CM Equity Consulting Agreementextent such payments are received in the ordinary course of such Non-Obligor 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);
(x) Permitted Investments; and;
(xi) so long as no Event of Default shall have occurred and be continuing, regularly scheduled payments on any other indebtedness Indebtedness expressly permitted pursuant to Section 7.7 of this Agreement; and
(xii) subject to the other terms and provisions of this Agreement, other investments in non-ICF Entities, in an aggregate amount not to exceed Fifty Million and No/100 Dollars ($50,000,000.00), outstanding at any time.
Appears in 1 contract
Samples: Business Loan and Security Agreement (ICF International, Inc.)
Dividends; Loans; Advances; Investments and Similar Events. (a) Declare or pay any dividend on any Borrower’s capital stock of any class, alter or amend any Borrower’s capital structure, purchase, redeem or otherwise retire any shares of any Borrower’s capital stock (other than purchases or redemptions made pursuant to an Approved ESOP or an Approved ESPP which (i) do not occur at any time after an Event of Default has occurred and is continuing, (ii) do not cause or result in an Event of Default, and (iii) when netted against any new issuances of capital stock to employees of any Borrower, do not exceed One Million and No/100 Dollars ($1,000,000.00), in the aggregate, for so long as the Facilities remain unpaid and outstanding or the Lenders have any continuing obligations hereunderESPP), voluntarily prepay, acquire or anticipate any sinking fund requirement of any indebtedness, or make any distributions in cash or assets to any Affiliate of a Borrower’s shareholders ; it being understood and agreed, however, that so long as (I) no Event of Default shall have occurred, and no act, event or condition shall have occurred which with notice or the lapse of time, or both, shall constitute an Event of Default; and (II) the payments authorized below cannot reasonably be expected to cause any Borrower to be unable to satisfy the financial covenants set forth in Section 6.15 of this Agreement, the Borrowers shall be entitled to:
(i) purchase or redeem stock in subsidiaries of the Parent Company held by minority shareholders, provided that the aggregate purchase price of all such purchases or redemptions throughout the term of the Loan does not, at any time, exceed the Dollar Equivalent Amount of Two Million and No/100 Dollars ($2,000,000.00); and
(ii) pay dividends on any Borrower’s Affiliate which is not capital stock (other than the capital stock of the Parent Company); provided that (A) if the dividends are payable solely to another Borrower, there shall be no limitation on the amount paid; and (B) if the dividends are payable to both a Borrower under this Agreement;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 the Dollar Equivalent Amount of One Hundred Thousand and No/100 Dollars ($100,000.00) per annum.
(b) make any loans, salary advances or other payments to (iI) any shareholders Affiliate of any Borrower, unless such shareholder 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; (iiII) 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 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 (iiiIII) any other person or entity; provided, however, that the Borrowers may make or continue to have outstanding any or all of the following:
(i) loans or advances to any individual officersofficer, present employees employee or former employees employee of any BorrowerBorrower of not more than the Dollar Equivalent Amount of Five Hundred Thousand and No/100 Dollars ($500,000.00), provided, that all such loans and advances to such persons officers may not at any time exceed Two Hundred Thousand the Dollar Equivalent Amount of One Million and No/100 Dollars ($200,000.001,000,000.00), in the aggregate; 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) loans to individual officers and employees of any Borrower, the proceeds of which shall be advanced on a net cash basis and used solely to finance the purchase of stock in the Parent Company by such officer or employee pursuant to and in accordance with an Approved ESPP;
(iii) loans, advances and/or payments investments from one Borrower to another Borrower; provided that (A) the aggregate amount of all loans and/or advances to, or net after-tax investments in, ManTech ARL (including, without limitation, direct borrowings from the Administrative Agent, Swing Line Lender and/or all other Lenders to ManTech ARL) shall not, at any time, exceed the Dollar Equivalent Amount of Five Million and No/100 Dollars ($5,000,000.00), and (B) the Administrative Agent has a perfected security interest in and to all of each Borrower’s assets constituting Collateral;
(iviii) loans, advances and/or payments investments in the amounts which are unpaid or outstanding as of the Restatement Date date hereof and listed on Schedule 7.8(c) hereto, together with such other loans, advances, credit enhancements, guarantees (of payment, performance or otherwise) and/or investments that any Borrower may hereafter make or extend to any non-Borrower (to the extent such loans, advances, credit enhancements, guarantees and/or investments are not otherwise addressed in this Section 7.8); provided that (A) all such loans, advances, credit enhancements, guarantees (of payment, performance or otherwise) and investments may not at any time exceed the Dollar Equivalent Amount of Fifteen Million and No/100 Dollars ($15,000,000.00), in the aggregate; (B) the debt or equity security issued in connection therewith (if any) shall have been pledged to the Administrative Agent, for the benefit of the Lenders, pursuant to documentation reasonably satisfactory to the Administrative Agent; and (C) after giving effect to any such loan, advance, credit enhancement, guarantee or investment made after the Restatement Date, not less than Fifteen Million and No/100 Dollars ($15,000,000.00) of borrowing availability exists under the Revolving Facility;
(viv) trade credit extended to customers of the Borrowers in the ordinary course of business;
(viv) Ordinary Course Payments;
(viivi) negotiable instruments endorsed for deposit or collection in the ordinary course of business;
(viiivii) 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 ratablyLenders, pursuant to documentation reasonably satisfactory to the Administrative Agent;
(ix) so long as no Event of Default shall have occurred and be continuing, regularly scheduled consulting fees payable pursuant to the CM Equity Consulting Agreement;
(x) Permitted Investments; and
(xiviii) so long as no Event of Default shall have occurred and be continuing, regularly scheduled payments on any other indebtedness expressly permitted pursuant to Section 7.7 of this Agreement.
Appears in 1 contract
Samples: Credit and Security Agreement (Mantech International Corp)
Dividends; Loans; Advances; Investments and Similar Events. (a) Declare or pay any dividend on any Borrower’s 's capital stock of any class, alter or amend any Borrower’s 's capital structure, purchase, redeem or otherwise retire any shares of any Borrower’s 's capital stock (other than purchases or redemptions made pursuant to an Approved ESOP or an Approved ESPP which (i) do not occur at any time after an Event of Default has occurred and is continuing, (ii) do not cause or result in an Event of Default, and (iii) when netted against any new issuances of capital stock to employees of any Borrower, do not exceed One Million and No/100 Dollars ($1,000,000.00), in the aggregate, for so long as the Facilities remain unpaid and outstanding or the Lenders have any continuing obligations hereunderESPP), voluntarily prepay, acquire or anticipate any sinking fund requirement of any indebtedness, or make any distributions in cash or assets to any Borrower’s 's shareholders or any Borrower’s Affiliate 's affiliate; it being understood and agreed, however, that so long as (i) no Event of Default shall have occurred, and no act, event or condition shall have occurred which is with notice or the lapse of time, or both, shall constitute an Event of Default; and (ii) the dividends, distributions and payments authorized below cannot reasonably be expected to cause any Borrower to be unable to satisfy the financial covenants set forth in Section 6.15 of this Agreement, the Borrowers shall be entitled to:
(i) pay dividends on the Parent Company's Redeemable Common B Stock, provided that the dividend rate and aggregate amount of Common B Stock dividends do not exceed the rates and amounts permitted by the Borrowers' Certificate of Incorporation, as in effect on the date hereof;
(ii) redeem the Parent Company's Redeemable Common B Stock in connection with 401(k) transactions;
(iii) purchase or redeem stock in subsidiaries of the Parent Company held by minority shareholders, provided that the aggregate purchase price of all such purchases or redemptions does not, at any time, exceed Two Million and No/100 Dollars ($2,000,000.00) throughout the term of the Loan; and
(iv) pay dividends on any Borrower's capital stock (other than the Parent Company, as provided above); provided that (A) if the dividends are payable solely to another Borrower, there shall be no limitation on the amount paid, and (B) if the dividends are payable to both a Borrower under this Agreement;and non-Borrower, the amount of any and all dividends paid shall not exceed Two Hundred Seventy-five Thousand and No/100 Dollars ($275,000.00), in the aggregate, per annum.
(b) 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 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 of any Borrower, unless such corporation or other enterprise 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 entity; provided, however, that the Borrowers may make or continue to have outstanding any or all of the following:
(i) loans or advances to individual officers, present employees or former employees of any Borrower, provided, that all such loans and advances to such persons may not at any time exceed Two Hundred Thousand and No/100 Dollars ($200,000.00), in the aggregate; 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) loans to individual officers and employees of any Borrower, the proceeds of which shall be advanced on a net cash basis and used solely to finance the purchase of stock in the Parent Company by such officer or employee pursuant to and in accordance with an Approved ESPP;
(iii) loans, advances and/or payments from one Borrower to another Borrower; provided that the Agent has a perfected security interest in and to all of each Borrower’s assets constituting Collateral;
(iv) loans, advances and/or payments in the amounts which are unpaid or outstanding as of the Restatement Date and listed on Schedule 7.8(c) hereto;
(v) trade credit extended to customers of the Borrowers in the ordinary course of business;
(vi) Ordinary Course Payments;
(vii) negotiable instruments endorsed for deposit or collection in the ordinary course of business;
(viii) 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 Agent, for the benefit of the Lenders ratably, pursuant to documentation reasonably satisfactory to the Agent;
(ix) so long as no Event of Default shall have occurred and be continuing, regularly scheduled consulting fees payable pursuant to the CM Equity Consulting Agreement;
(x) Permitted Investments; and
(xi) so long as no Event of Default shall have occurred and be continuing, regularly scheduled payments on any other indebtedness expressly permitted pursuant to Section 7.7 of this Agreement.or
Appears in 1 contract
Samples: Business Loan and Security Agreement (Mantech International Corp)
Dividends; Loans; Advances; Investments and Similar Events. (a) Declare or pay any dividend on any BorrowerLoan Party’s capital stock or other equity interests of any classclass (other than dividends declared or paid (i) with respect to the capital stock of the Parent Company; provided that both immediately before and after giving effect to such declaration and/or payment, the Loan Parties shall be and remain on a consolidated basis in pro forma compliance with all of the financial covenants set forth in Section 6.15 of this Agreement, and no other Event of Default shall have occurred and be continuing, and (ii) to a Borrower); or alter or amend any BorrowerLoan Party’s capital structurestructure in any manner that could reasonably be expected to have a material adverse effect on the voting rights of any Borrower with respect to the business affairs of such Loan Party; or voluntarily prepay, acquire or anticipate any sinking fund requirement of any indebtedness; or, except as specifically permitted elsewhere in this Section 7.8, make any upstream distribution in cash or assets to any Non-Borrower Affiliate or to any Loan Party’s equity owners (who are not Borrowers);
(b) purchase, redeem or otherwise retire any shares of any BorrowerLoan Party’s capital stock or other equity interests (other than purchases or redemptions made pursuant to an Approved ESOP or an Approved ESPP which that (i) do not occur at any time after an Event of Default has occurred and is continuing, (ii) do not cause or result in an Event of DefaultDefault and both immediately before and after giving effect to such purchase and/or redemption, the Loan Parties shall be and remain on a consolidated basis in pro forma compliance with all of the financial covenants set forth in Section 6.15 of this Agreement, and (iii) when netted if made by a Loan Party (other than the Parent Company) of shares held by any Person who is not a Borrower, do not exceed a net Five Million and No/100 Dollars ($5,000,000.00), in the aggregate, in any twelve (12) month period, and if made by the Parent Company of shares held by any Person, do not exceed a net Thirty-five Million and No/100 Dollars ($35,000,000.00), in the aggregate, throughout the term of the Facility, in each case (A) to be calculated after netting against any such purchases or redemptions any new issuances of capital stock or other equity interests to employees and related tax consequences, and (B) not to include any purchases by an Approved ESOP or Approved ESPP or purchases by any Loan Party of any Borrower, do not exceed One Million and No/100 Dollars ($1,000,000.00), in the aggregate, for so long as the Facilities remain unpaid and outstanding or the Lenders have any continuing obligations hereunder), 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 which is not shares held by a Borrower under this Agreementfor reasonably equivalent value);
(bc) make Make any loans, salary advances or other payments to (i) any shareholders equity owners of any BorrowerLoan Party, 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 corporation, company or other enterprise directly or indirectly owned in whole or in part by any shareholder equity owner of any BorrowerLoan Party, unless such corporation corporation, company or other enterprise 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 Loan Parties may make or continue to have outstanding any or all of the following:
(i) loans, advances and/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;
(ii) loans, advances and/or payments in the amounts which are unpaid or outstanding as of the Restatement Date and listed on Schedule 7.8(c) attached to this Agreement;
(iii) loans or advances to individual officers, present employees or former employees of any BorrowerLoan Party, provided, that all such loans and advances to such persons may not at any time exceed Two Hundred Thousand Five Million and No/100 Dollars ($200,000.005,000,000.00), 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;
(iiiv) other loans to individual officers and employees of any BorrowerLoan Party, the proceeds of which shall be advanced on a net cash basis and used solely to finance the purchase of stock in the Parent Company by such officer or employee pursuant to and in accordance with an Approved ESOP or ESPP;
(iii) loans, advances and/or payments from one Borrower to another Borrower; provided that the Agent has a perfected security interest in and to all of each Borrower’s assets constituting Collateral;
(iv) loans, advances and/or payments in the amounts which are unpaid or outstanding as of the Restatement Date and listed on Schedule 7.8(c) hereto;
(v) trade credit extended to customers of the Borrowers a Loan Party in the ordinary course of business;
(vi) Ordinary Course Payments;
(vii) negotiable instruments endorsed for deposit or collection in the ordinary course of business;
(viii) 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;
(ix) so long as no Event loans, advances or other payments to any and all Non-Borrower Affiliates and Controlled Foreign Corporations in an aggregate amount not to exceed Ten Million and No/100 Dollars ($10,000,000.00), with a sub-limit of Default shall have occurred loans, advances or other payments to any Xxxxx & Xxxxxx Joint Venture Entities in an aggregate amount not to exceed Two Million and be continuingNo/100 Dollars ($2,000,000.00), regularly scheduled consulting fees payable pursuant in each case outstanding at any time, calculated on a net basis (i.e., any cash proceeds returned by a Non-Borrower Affiliate or a Controlled Foreign Corporation, whether through a dividend, distribution, share redemption, payment of principal on debt or otherwise, together with payments received from customers of Borrowers for work done by a Non-Borrower Affiliate or a Controlled Foreign Corporation under customer contracts of Borrowers, to the CM Equity Consulting Agreementextent such payments are received in the ordinary course of such Non-Borrower Affiliate’s or Controlled Foreign Corporation’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, recission, disgorgement, set off or other claim diminishing the full value thereof);
(x) Permitted Investments; and
(xi) so long as no Event of Default shall have occurred and be continuing, regularly scheduled payments on any other indebtedness Indebtedness expressly permitted pursuant to Section 7.7 of this Agreement.
Appears in 1 contract
Samples: Business Loan and Security Agreement (ICF International, Inc.)
Dividends; Loans; Advances; Investments and Similar Events. (a) Declare or pay any dividend on any ICF Entity’s Equity Interests (other than dividends declared or paid (i) with respect to the Equity Interests of the Parent Company; provided that both immediately before and after giving effect to such declaration and/or payment, the ICF Entities shall be and remain on a consolidated basis in pro forma compliance with all of the financial covenants set forth in Section 6.15 of this Agreement, and no other Event of Default shall have occurred and be continuing, (ii) from a Borrower to another Borrower’s capital stock of any class, (iii) from a Non-Borrower Affiliate or Excluded Non-Borrower Affiliate to a Borrower, another Non-Borrower Affiliate or another Excluded Non-Borrower Affiliate); or alter or amend any BorrowerICF Entity’s capital structurestructure in any manner that could reasonably be expected to have a material adverse effect on the voting rights of any ICF Entity with respect to the business affairs of such ICF Entity; or voluntarily prepay, acquire or anticipate any sinking fund requirement of any indebtedness; or, except as specifically permitted elsewhere in this Section 7.8, make any upstream distribution in cash or assets to any Non-Borrower Affiliate or to any ICF Entity’s equity owners (who are not Borrowers);
(b) purchase, redeem or otherwise retire any shares Equity Interests of any Borrower’s capital stock ICF Entity (other than purchases or redemptions made pursuant to an Approved ESOP or an Approved ESPP which that (i) do not occur at any time after an Event of Default has occurred and is continuing, (ii) do not cause or result in an Event of DefaultDefault and both immediately before and after giving effect to such purchase and/or redemption, the ICF Entities shall be and remain on a consolidated basis in pro forma compliance with all of the financial covenants set forth in Section 6.15 of this Agreement, and (iii) when netted against if made by any new issuances ICF Entity (other than the Parent Company) of capital stock to employees of Equity Interests held by any Person who is not a Borrower, do not exceed One a net Five Million and No/100 Dollars ($1,000,000.005,000,000.00), in the aggregate, for so long as in any twelve (12) month period, and if made by the Facilities remain unpaid Parent Company of Equity Interests held by any Person, do not exceed a net Seventy-five Million and outstanding or the Lenders have any continuing obligations hereunderNo/100 Dollars ($75,000,000.00), voluntarily prepayin the aggregate, acquire throughout the term of the Facility and do not, after giving effect to such purchase or anticipate any sinking fund requirement redemption, result in a violation of any indebtednessof the financial covenants set forth in Section 6.15 of this Agreement, nor result in availability under the Revolving Facility being less than Twenty-five Million and No/100 Dollars ($25,000,000.00), in each case (A) to be calculated after netting against any such purchases or make redemptions any distributions in cash new issuances of Equity Interests to employees and related tax consequences, and (B) not to include any purchases by an Approved ESOP or assets to Approved ESPP or purchases by any Borrower’s shareholders or any Borrower’s Affiliate which is not Borrower of Equity Interests held by a Borrower under this Agreementfor reasonably equivalent value);
(bc) Except as specifically permitted elsewhere in this Section 7.8, make any loans, salary advances or other payments to (i) any shareholders equity owners of any BorrowerICF 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 corporation, company or other enterprise directly or indirectly owned in whole or in part by any shareholder equity owner of any BorrowerICF Entity, unless such corporation corporation, company or other enterprise 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 ICF Entities may make or continue to have outstanding any or all of the following:
(i) loans, advances and/or payments (A) from one Borrower to another Borrower or (B) from a Non-Borrower Affiliate or Excluded Non-Borrower Affiliate to a Borrower, another Non-Borrower Affiliate or another Excluded Non-Borrower Affiliate, as applicable;
(ii) loans, advances and/or payments in the amounts which are unpaid or outstanding as of the Restatement Date and listed on Schedule 7.8(c) attached to this Agreement;
(iii) loans or advances to individual officers, present employees or former employees of any BorrowerICF Entity, provided, that all such loans and advances to such persons may not at any time exceed Two Hundred Thousand Five Million and No/100 Dollars ($200,000.005,000,000.00), 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;
(iiiv) other loans to individual officers and employees of any Borrower, the proceeds of which shall be advanced on a net cash basis and used solely to finance the purchase of stock in the Parent Company by such officer or employee pursuant to and in accordance with an Approved ESOP or ESPP;
(iii) loans, advances and/or payments from one Borrower to another Borrower; provided that the Agent has a perfected security interest in and to all of each Borrower’s assets constituting Collateral;
(iv) loans, advances and/or payments in the amounts which are unpaid or outstanding as of the Restatement Date and listed on Schedule 7.8(c) hereto;
(v) trade credit extended to customers of the Borrowers an ICF Entity in the ordinary course of business;
(vi) Ordinary Course Payments;
(vii) negotiable instruments endorsed for deposit or collection in the ordinary course of business;
(viii) 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;
(ix) so long as no Event loans, advances or other payments by any Borrower to any and all Non-Borrower Affiliates and Excluded Non-Borrower Affiliates in an aggregate amount not to exceed Fifty Million and No/100 Dollars ($50,000,000.00), with a sub-limit of Default shall have occurred loans, advances or other payments to (A) any and be continuingall Excluded Non-Borrower Affiliates in an aggregate amount not to exceed Ten Million and No/100 Dollars ($10,000,000.00), regularly scheduled consulting fees payable pursuant and (B) any and all Xxxxx & Xxxxxx Joint Venture Entities 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 or Excluded 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 or Excluded Non-Borrower Affiliate under customer contracts of the Borrowers, to the CM Equity Consulting Agreementextent such payments are received in the ordinary course of such Non-Borrower Affiliate's or Excluded 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);
(x) Permitted Investments; and
(xi) so long as no Event of Default shall have occurred and be continuing, regularly scheduled payments on any other indebtedness Indebtedness expressly permitted pursuant to Section 7.7 of this Agreement.
Appears in 1 contract
Samples: Business Loan and Security Agreement (ICF International, Inc.)
