Common use of Dividends; Redemption of Equity Interests Clause in Contracts

Dividends; Redemption of Equity Interests. Not (a) declare, pay or make any dividend or distribution or other amount of money or assets (whether as fees, profits or interest or by way of a redemption repayment or return of capital) in respect of any Equity Interests or other securities or ownership interests, (b) apply any of its funds, property or assets to the acquisition, redemption or other retirement of any Equity Interests or other securities or interests or of any options to purchase or acquire any of the foregoing, (c) otherwise make any payments, dividends or distributions to any member, manager, managing member, stockholder, director or other equity owner in such Person’s capacity as such, or (d) make any payment of any management, service or related or similar fee to any Affiliate or holder of Equity Interests of any Loan Party, other than (i) in accordance with Section 8.7 hereof and (ii) on or after January 1, 2017, dividends or distributions to the holders of the Equity Interests of the Loan Parties, if all of the following conditions are met: (A) no Event of Default exists at the time of such dividend or distribution or would result from the making of such dividend or distribution, and (B) the Borrowers shall have delivered to Agent a Compliance Certificate evidencing that (1) the Current Ratio, determined as of the last day of the most recent period for which financial statements have been delivered to Agent, is (x) prior to the making of such proposed dividend or distribution, not less than 2.50 to 1.00, and (y) on a pro forma basis after giving effect to such proposed dividend or distribution, as if such dividend or distribution had been made on the last day of such period, not less than 2.00 to 1.00, and (2) the Aggregate Revenue, determined for the most recently ended twelve consecutive month period for which financial statements have been delivered to the Agent, on a pro forma basis as if such proposed dividend or distribution had been made on the last day of such period, is not less than $***

Dividends; Redemption of Equity Interests. Not (a) declare, pay or make any dividend or distribution or other amount of money or assets (whether as fees, profits or interest or by way of a redemption repayment or return of capital) in respect of any Equity Interests or other securities or ownership interests, (b) apply any of its funds, property or assets to the acquisition, redemption or other retirement of any Equity Interests or other securities or interests or of any options to purchase or acquire any of the foregoing, (c) otherwise make any payments, dividends or distributions to any member, manager, managing member, stockholder, director or other equity owner in such Person’s capacity as such, or (d) make any payment of any management, service or related or similar fee to any Affiliate or holder of Equity Interests of any Loan Party, other than (i) in accordance with Section 8.7 hereof and (ii) on or after January 1, 2017, dividends or distributions to the holders of the Equity Interests of the Loan Parties, if all of the following conditions are met: (A) no Event of Default exists at the time of such dividend or distribution or would result from the making of such dividend or distribution, and (B) the Borrowers shall have delivered to Agent a Compliance Certificate evidencing that (1) the Current Ratio, determined as of the last day of the most recent period for which financial statements have been delivered to Agent, is (x) prior to the making of such proposed dividend or distribution, not less than 2.50 *** to 1.00, and (y) on a pro forma basis after giving effect to such proposed dividend or distribution, as if such dividend or distribution had been made on the last day of such period, not less than 2.00 *** to 1.00, and (2) the Aggregate Revenue, determined for the most recently ended twelve consecutive month period for which financial statements have been delivered to the Agent, on a pro forma basis as if such proposed dividend or distribution had been made on the last day of such period, is not less than $***.

Dividends; Redemption of Equity Interests. Not (a) declare, pay or make any dividend or distribution or other amount of money or assets (whether as fees, profits or interest or by way of a redemption repayment or return of capital) in respect of any Equity Interests or other securities or ownership interests, (b) apply any of its funds, property or assets to the acquisition, redemption or other retirement of any Equity Interests or other securities or interests or of any options to purchase or acquire any of the foregoing, (c) otherwise make any payments, dividends or distributions to any member, manager, managing member, stockholder, director or other equity owner in such Person’s capacity as such, or (d) make any payment of any management, service or related or similar fee to any Affiliate or holder of Equity Interests of any Loan Party, other than (i) in accordance with Section 8.7 hereof and (ii) on or after January 1, 2017, dividends or distributions to the holders of the Equity Interests of the Loan Parties, if all of the following conditions are met: (A) no Event of Default exists at the time of such dividend or distribution or would result from the making of such dividend or distribution, and (B) the Borrowers shall have delivered to Agent a Compliance Certificate evidencing that (1) the Current Ratio, determined as of the last day of the most recent period for which financial statements have been delivered to Agent, is (x) prior to the making of such proposed dividend or distribution, not less than 2.50 to 1.00, and (y) on a pro forma basis after giving effect to such proposed dividend or distribution, as if such dividend or distribution had been made on the last day of such period, not less than 2.00 to 1.00, and (2) the Aggregate Revenue, determined for the most recently ended twelve consecutive month period for which financial statements have been delivered to the Agent, on a pro forma basis as if such proposed dividend or distribution had been made on the last day of such period, is not less than $***