Common use of Dividends, Redemptions and Other Payments Clause in Contracts

Dividends, Redemptions and Other Payments. (a) Declare or pay, or suffer or ----------------------------------------- permit any of their respective Subsidiaries to declare or pay, any cash distributions in respect of any shares of capital stock of any class in the Parent or any Borrower or any of their respective Subsidiaries, or declare or pay any cash dividends on any shares of capital stock of any class of any of their respective Subsidiaries, in any cash now or hereafter outstanding, or purchase, redeem, cancel or acquire any shares of capital stock of any class in the Parent, any Borrower or any of their respective Subsidiaries, or any capital stock of any of their respective Subsidiaries or any option, warrant, or other right to acquire such capital stock, or apply or set apart any of its assets therefor, or make any distribution (by reduction of capital or otherwise) in respect of any such shares of capital or any such option, warrant or other right, other than (i) dividends paid or distributed by any Subsidiary to its direct parent and contemporaneously therewith, to any minority shareholders of such Subsidiary, (ii) purchases of minority interests in Subsidiaries of any Credit Party held by any other Person, (iii) so long as no Default or Event of Default is continuing or would arise as a result thereof, repurchases of common stock or options for common stock in a Credit Party from former or terminating employees, officers or directors of the Parent and its Subsidiaries in an aggregate amount not to exceed $5,000,000 for any Fiscal Year, (iv) so long as no Default or Event of Default is continuing or would arise as a result thereof, repurchases of common stock of the Parent in an aggregate amount not to exceed $20,000,000; and (v) so long as no Default or Event of Default is continuing or would arise as a result thereof, other dividends and/or repurchases of common stock of the Parent which do not exceed in the aggregate twenty-five percent (25%) of the consolidated Net Income of the Parent and its Subsidiaries for the immediately preceding four fiscal quarters.

Dividends, Redemptions and Other Payments. (a) Declare or pay, or suffer or ----------------------------------------- permit set aside any of their respective Subsidiaries to declare or paysum for the payment of, any cash distributions in respect of dividends or make any other distribution upon any membership interests or shares of its capital stock of any class in the Parent class; or (b) purchase, redeem or other otherwise acquire for value any Borrower membership interests or any of their respective Subsidiaries, or declare or pay any cash dividends on any shares of its capital stock of any class of class, or commit to do any of their respective Subsidiaries, in any cash now or hereafter outstandingsame, or purchaseset aside any sum therefor, redeem, cancel or permit any subsidiary to purchase or acquire for value any membership interests or shares of its capital stock of any class in the Parentclass, any Borrower or commit to do any of their respective Subsidiariesthe same, or set aside any capital stock sum therefor; or (c) make any payment to a profit sharing plan or to any other retirement or pension plan to or for the benefit of any of their respective Subsidiaries management members or any option, warrantshareholders, or other right to acquire such capital stock, or apply or set apart any of its assets therefor, or (d) make any distribution (by reduction of capital or otherwise) in respect of any such shares of capital or any such optionpayments Subordinated Debt except as permitted under the Subordination Agreements; provided, warrant or other righthowever, other than (i) dividends paid or distributed by any Subsidiary to its direct parent and contemporaneously therewith, to any minority shareholders of such Subsidiary, (ii) purchases of minority interests in Subsidiaries of any Credit Party held by any other Person, (iii) that so long as no Default or Event of Default has occurred that is continuing continuing, and provided that the payment of such dividend, distribution, or principal Subordinated Debt would arise as a not result thereofin (or reasonably be expected to result in) an Event of Default, repurchases of common stock or options for common stock in a Credit Party from former or terminating employeesthe Borrower and Entity Guarantor may make dividends, officers or directors of distributions, and principal payments on the Parent and its Subsidiaries in an aggregate amount not to exceed $5,000,000 for any Fiscal Year, (iv) Subordinated Debt so long as no Default or Event of Default is continuing or would arise as a result thereof, repurchases of common stock of the Parent in an aggregate amount not to exceed $20,000,000; and (v) so long as no Default or Event of Default is continuing or would arise as a result thereof, other dividends and/or repurchases of common stock of the Parent which do not exceed in the aggregate twenty-five percent principal amount of all Subordinated Debt is at least Eight Million Five Hundred Thousand Dollars (25%$8,500,000.00) at all times (meaning, with respect to Subordinated Debt, for clarification purposes, that for every dollar of principal paid on Subordinated Debt by Borrower or Entity Guarantor, Borrower or Entity Guarantor, must have received an equivalent principal amount of Subordinated Debt at or prior to the consolidated Net Income time Borrower or Entity Guarantor makes such Subordinated Debt principal payment unless, after the making of such Subordinated Debt principal payment, the Parent and its Subsidiaries for the immediately preceding four fiscal quartersaggregate principal balance of all Subordinated Debt would still equal or exceed Eight Million Five Hundred Thousand Dollars ($8,500,000.00)).

Dividends, Redemptions and Other Payments. (a) Declare Make the AAi Payment if a Default or payEvent of Default is continuing on the date of or would result from such AAi Payment, or suffer or ----------------------------------------- permit any of their respective Subsidiaries to declare or pay, any cash distributions in respect of any shares of capital stock of any class in the Parent or any Borrower or any of their respective Subsidiaries, or (b) declare or pay any cash dividends on, or make any other payment or distribution on account of, any shares of capital stock of any class of the Borrower (other than dividends payable in the ordinary course of business solely in Common Stock), including, without limitation, any class or series of their respective Subsidiaries, in any cash the Preferred Stock now or hereafter outstanding, or (c) purchase, redeemredeem (whether mandatory or optional redemption) or otherwise retire any such shares or any option, cancel warrant or acquire similar agreement exercisable for or convertible into such shares (including, without limitation, shares of the Preferred Stock or the Bolle Warrants) or interests in consideration of cash or any debt instrument (whether or not subordinated) ("Restricted Debt") or shares of capital stock issued by any Subsidiary of any class in the Parent, any Borrower or any of their respective Subsidiaries, or any capital stock of any of their respective Subsidiaries or any option, warrant, or other right to acquire such capital stock("Restricted Stock"), or apply or set apart any of its their assets therefor, therefor or make any other distribution (by reduction redemption of capital or otherwise) in respect of any such shares in consideration of capital cash or Restricted Debt or Restricted Stock, or agree to do any such option, warrant or other rightof the foregoing, other than (i) conversion of any of the Borrower's securities into Common Stock which are so convertible in accordance with their terms and (ii) dividends paid or distributed payable by any Subsidiary to another Subsidiary or to the Borrower. Notwithstanding the foregoing the Series B Preferred Stock may be redeemed in accordance with its direct parent and contemporaneously therewithterms, to any minority shareholders provided that (A) at the time of such Subsidiaryredemption, (ii) purchases or as a result of minority interests in Subsidiaries of any Credit Party held by any other Personsuch redemption, (iii) so long as no Default or Event of Default is continuing or shall have occurred nor would arise occur, as a result thereofapplicable, repurchases of common stock or options for common stock in a Credit Party from former or terminating employees, officers or directors (B) if all of the Parent and its Subsidiaries in Series B Preferred Stock is to be redeemed, an aggregate Advance can be made under the Revolving Credit Facility without the waiver of any condition precedent thereto to finance the entire amount not to exceed $5,000,000 for any Fiscal Year, (iv) so long as no Default or Event of Default is continuing or would arise as a result thereof, repurchases of common stock of the Parent in an aggregate amount not to exceed $20,000,000; such redemption and (vC) so long as no Default or Event of Default is continuing or would arise as a result thereofafter giving pro forma and actual effect to such Advance, other dividends and/or repurchases of common stock of the Parent which do Total Revolving Credit Commitment shall exceed Revolving Credit Outstandings by not exceed in the aggregate twenty-five percent (25%) of the consolidated Net Income of the Parent and its Subsidiaries for the immediately preceding four fiscal quartersless than $4,000,000.

Dividends, Redemptions and Other Payments. (a) Declare or pay, or ----------------------------------------- suffer or ----------------------------------------- permit any of their respective Subsidiaries to declare or pay, any cash distributions in respect of any shares of capital stock of any class in the Parent or any Borrower or any of their respective Subsidiaries, or declare or pay any cash dividends on any shares of capital stock of any class of any of their respective Subsidiaries, in any cash now or hereafter outstanding, or purchase, redeem, cancel or acquire any shares of capital stock of any class in the Parent, any Borrower or any of their respective Subsidiaries, or any capital stock of any of their respective Subsidiaries or any option, warrant, or other right to acquire such capital stock, or apply or set apart any of its assets therefor, or make any distribution (by reduction of capital or otherwise) in respect of any such shares of capital or any such option, warrant or other right, other than (i) dividends paid or distributed by any Subsidiary to its direct parent and contemporaneously therewith, to any minority shareholders of such Subsidiaryparent, (ii) purchases of minority interests in Subsidiaries of any Credit Party held by any other Person, (iii) so long as no Default or Event of Default is continuing or would arise as a result thereof, repurchases of common stock or options for common stock in a Credit Party from former or terminating employees, officers or directors employees of the Parent and its Subsidiaries in an aggregate amount not to exceed $US$5,000,000 for any Fiscal Year, (iviii) so long as no Default or Event of Default is continuing or would arise as a result thereof, repurchases of common stock of the Parent in an aggregate amount not to exceed $20,000,000US$50,000,000; and (viv) so long as no Default or Event of Default is continuing or would arise as a result thereof, other dividends and/or repurchases of common stock of the Parent which do not exceed in the aggregate twenty-five percent (25%) of the consolidated Net Income of the Parent and its Subsidiaries for the immediately preceding four fiscal quarters.