Dividends of Subsidiaries Sample Clauses

Dividends of Subsidiaries. Promptly upon (but in no case more than five (5) Business Days after) the occurrence of an Event of Default, the Borrower shall cause each of its Wholly-Owned Subsidiaries to declare and pay dividends on, or to make payments or distributions on account of, the shares of all classes of stock of such entity in an amount equal to (x) all funds legally and contractually available at such time to such Subsidiary for the payment of dividends minus (y) without duplication, such Wholly-Owned Subsidiary's budgeted working capital and budgeted cash requirements for the following six months.
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Dividends of Subsidiaries. The Company's principal sources of funds consist of dividends, advances and net tax payments from its subsidiaries. Dividends from Reliance Financial are subject to provisions of certain notes. These provisions are less restrictive than the provisions in the Credit Facility of Reliance Financial which requires, among other things, a minimum net worth requirement and a limitation of indebtedness. At February 14, 1997, Reliance Financial could pay up to $288,300,000 in cash dividends without violating the most restrictive provisions. Dividend payments by Reliance Insurance Company, without prior regulatory approval, are limited to the greater of 10% of the preceding year-end policyholders' surplus or the preceding year's statutory net income, but in no event to exceed the amount of unassigned funds. In accordance with these regulatory restrictions, $118,500,000 is available for the payment of dividends to Reliance Financial in 1997, subject to the broad discretionary powers of insurance regulatory authorities to further limit dividend payments of insurance companies.
Sample 1
Dividends of Subsidiaries. 67 SECTION 8.2. Negative Covenants.......................................................67 SECTION 8.2.1. Business Activities................................................67 SECTION 8.2.2. Indebtedness.......................................................67 SECTION 8.2.3. Liens..............................................................70 SECTION 8.2.4. Financial Condition................................................72 SECTION 8.2.5. Investments........................................................72 SECTION 8.2.6. Restricted Payments, etc...........................................73 SECTION 8.2.7. Capital Expenditures and Investments...............................74 SECTION 8.2.8. Rental Obligations.................................................75 SECTION 8.2.9. Consolidation, Merger, etc.........................................75 SECTION 8.2.10. Asset Dispositions, etc...........................................76 SECTION 8.2.11. Modification of Certain Agreements................................77 SECTION 8.2.12. Transactions with Affiliates......................................77 SECTION 8.2.13. Negative Pledges, Restrictive Agreements, etc.....................77
Sample 1
Dividends of Subsidiaries. 51 SECTION 8.2. Negative Covenants...................................51 SECTION 8.2.1. Business Activities................................52 ii 4
Sample 1
Dividends of Subsidiaries. 70 7.15 Accreditation.....................................................................................71 7.16 Approval for Sale of Texas Assets.................................................................71 7.17 Repayment of Inter-company Balances...............................................................71 7.18
Sample 1
Dividends of Subsidiaries. On or before April 15th of each year, commencing April 15, 2001, each HMO Subsidiary and Sierra Military shall declare and pay dividends (in cash, property, or obligations) on, or to make payments or distributions on account of, the shares of all classes of stock of such entity to the Company in an amount equal to the maximum amount permitted by applicable Requirements of Law or Contractual Obligations; provided, that (i) no HMO Subsidiary shall be required to pay dividends under this Section 7.14 to the extent that doing so would cause the Regulatory Tangible Net Equity of such Subsidiary to be less than 105% of any Regulatory Tangible Net Equity Requirement applicable to such Subsidiary and (ii) no other Restricted Subsidiary shall be required to pay dividends hereunder to the extent that doing so would violate any Contractual Obligation or Requirement of Law.
Sample 1

Related to Dividends of Subsidiaries

  • Stock of Subsidiaries Permit any of its Subsidiaries to issue any additional shares of its capital stock except director's qualifying shares.

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

  • Indebtedness of Subsidiaries The Borrower shall not permit any Subsidiary to create, incur, assume or suffer to exist any Indebtedness, except:

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

  • Dividends; Capital Stock Declare or pay, directly or indirectly, any dividends or make any other distribution, or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes (collectively, “Restricted Payments”), except that:

  • Subsidiaries; Equity Interests The Parent does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

  • Creation of Subsidiaries The Borrower will not, nor will it permit any of its Subsidiaries to, create any Subsidiary except for the creation of a Wholly Owned Subsidiary of the Borrower or a Specified Affiliate provided that (i) such Subsidiary or Specified Affiliate is organized under the laws of a jurisdiction within the United States of America and (ii) no Default or Event of Default exists immediately prior to or after the creation of such Subsidiary or Specified Affiliate.

  • Capitalization of Subsidiaries All the outstanding shares of capital stock (if any) of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except to the extent set forth in the General Disclosure Package or the Prospectus, are owned by the Company directly or indirectly through one or more wholly-owned subsidiaries, free and clear of any claim, lien, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party.

  • Capitalization; Subsidiaries (a) As of the close of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter.

  • Designation of Subsidiaries The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) at the time of such designation and after giving pro forma effect thereto, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

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