Dividends, Redemptions, Etc Clause Samples
The "Dividends, Redemptions, Etc" clause governs how and when a company may distribute profits to shareholders, repurchase its own shares, or otherwise return value to investors. Typically, this clause outlines the conditions under which dividends can be declared, the process for redeeming shares, and any restrictions or priorities among different classes of stock. Its core function is to ensure that all parties understand the rules and limitations regarding financial distributions, thereby preventing disputes and protecting the interests of both the company and its shareholders.
Dividends, Redemptions, Etc. None of the Borrowers or any of FIL’s Subsidiaries shall (a) pay any dividends or make any distributions (whether in cash, securities or other property) on its Equity Securities, including any payment to a sinking fund or similar deposit, (b) purchase, redeem, retire, defease, cancel, terminate, or otherwise acquire for value any of its Equity Securities, or (c) return any capital to any holder of its Equity Securities as such, or set apart any sum for any of the foregoing purposes, except as follows:
(i) Any of the Borrowers or any of FIL’s Subsidiaries may pay dividends or make distributions on, or make exchanges of, its Equity Securities payable in such Person’s own Equity Securities;
(ii) Any Subsidiary of FIL may pay dividends, make distributions (whether in cash, securities or other property) or return capital to, or repurchase, redeem, retire, defease, or otherwise acquire for value its Equity Securities from, the holders of such Subsidiary’s Equity Securities;
(iii) FIL may pay dividends on its Equity Securities payable in cash or repurchase, redeem, retire, defease, or otherwise acquire for value its Equity Securities for cash, provided that, in each case, no Default has occurred and is continuing on the date of, or will result after giving effect to, any such payment or repurchase, redemption, retirement, defeasance or other acquisition;
(iv) FIL and its Subsidiaries may make regularly scheduled payments of interest and principal on any Indebtedness which constitutes Equity Securities, and payments due upon the conversion of such Equity Securities, in accordance with the terms thereof, subject to the terms of any applicable subordination agreement; and
(v) Provided there exists no Default either before or after giving effect thereto, FIL and its Subsidiaries may make distributions (including dividends) in the form of Equity Securities of a Subsidiary or Subsidiaries the aggregate value of which distributions together shall not exceed $800,000,000 during the term hereof, provided, that for purposes of this clause (v), the aggregate value of any such distribution shall be deemed to be equal to the product of (A) the value of the assets of such Subsidiary (as shown on the Financial Statements of FIL most recently delivered pursuant to Section 6.01(a) or (b)) and (B) the percentage of the Equity Securities in such Subsidiary that were paid in such distribution.
Dividends, Redemptions, Etc. Neither the Company nor any of its Subsidiaries shall (i) pay any dividends or make any distributions on its equity securities; (ii) purchase, redeem, retire, defease or otherwise acquire for value any of its equity securities; (iii) return any capital to any holder of its equity securities; (iv) make any distribution of assets, equity securities, obligations or securities to any holder of its equity securities in its capacity as such; or (v) set apart any sum for any such purpose; provided, however, that the Company and its Subsidiaries may make Permitted Distributions.
Dividends, Redemptions, Etc. Neither Lessee nor any of its Subsidiaries shall pay any dividends or make any distributions on its Equity Securities; purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Securities; return any capital to any holder of its Equity Securities as such; make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities as such; or set apart any sum for any such purpose; except as follows:
(i) Either Lessee or any of its Subsidiaries may pay dividends on its capital stock payable solely in such Person's own capital stock;
(ii) Any Subsidiary of Lessee may pay dividends to Lessee;
(iii) Lessee may purchase shares of its capital stock for its employee stock option plans, provided that (A) the aggregate amount of such purchases does not exceed $50,000,000 in any fiscal year and (B) no Default has occurred and is continuing at the time of such purchase or will occur after giving effect to such purchase; and
(iv) Lessee may purchase shares of its capital stock with the proceeds received by it from a substantially concurrent issue of new shares of its capital stock
Dividends, Redemptions, Etc. None of FIL, Borrower or any of FIL’s other Subsidiaries shall (i) pay any dividends or make any distributions (whether in cash, securities or other property) on its Equity Securities, including any payment to a sinking fund or similar deposit, (ii) purchase, redeem, retire, defease, cancel, terminate, or otherwise acquire for value any of its Equity Securities, (iii) return any capital to any holder of its Equity Securities as such or (iv) make any distribution of assets, Equity Securities, obligations, cash or securities to any holder of its Equity Securities as such, or set apart any sum for any such purpose, except as follows:
(i) Any of FIL, Borrower or any of FIL’s other Subsidiaries may pay dividends on its capital stock payable (A) in such Person’s own capital stock or (B) in the capital stock of other Subsidiaries solely to the extent permitted by Subparagraph 5.02(c)(x);
(ii) Any Subsidiary of FIL may pay dividends to or repurchase its capital stock from such Subsidiary’s parent; and
(iii) FIL may pay dividends on its capital stock payable in cash or repurchase its capital stock for cash, provided that, in each case, no Default has occurred and is continuing on the date of, or will result after giving effect to, any such payment or repurchase.
Dividends, Redemptions, Etc. None of the Borrowers or any of their Subsidiaries shall pay any dividends or make any distributions on its Equity Securities; purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Securities; return any capital to any holder of its Equity Securities as such; make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities as such; or set apart any sum for any such purpose; except as follows:
(i) Any of the Borrowers or any of their Subsidiaries may pay dividends on its capital stock payable solely in such Person's own capital stock, provided that, in the case of any such dividend payable by an Ineligible Material Subsidiary, such dividend is delivered and pledged to Agent to the extent required by Subparagraph 2.13(b);
(ii) Any Subsidiary of any of the Borrowers may pay dividends to or repurchase its capital stock from such Borrower; and
(iii) FIL may pay dividends on its capital stock payable in cash or repurchase its capital stock for cash, provided that, in each case, no Default has occurred and is continuing on the date of, or will result after giving effect to, any such payment or repurchase.
Dividends, Redemptions, Etc. Neither Borrower nor any of its Subsidiaries shall pay any dividends or make any distributions on its Equity Securities; purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Securities; return any capital to any holder of its Equity Securities as such; make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities as such; or set apart any sum for any such purpose, except as follows:
(i) Borrower may pay dividends on its Equity Securities payable solely in Borrower's own Equity Securities;
(ii) Borrower may purchase, redeem, retire, defease or otherwise acquire for value Equity Securities in connection with or pursuant to any of its Employee Benefit Plans or in connection with the employment or compensation of officers or directors;
(iii) Borrower may purchase, redeem, retire, defease or otherwise acquire for value Equity Securities with the proceeds received from a substantially concurrent issue of new Equity Securities or with other Equity Securities;
(iv) Borrower may purchase Equity Securities pursuant to stock repurchase programs provided that the aggregate payments under such programs do not exceed ten percent (10%) of Tangible Net Worth in any fiscal year as determined as of the fiscal quarter immediately preceding the date of determination;
(v) Borrower may distribute rights pursuant to a shareholder rights plan or redeem such rights provided such redemption is in accordance with the terms of such shareholder rights plan;
(vi) Any Subsidiary of Borrower may pay dividends or make distributions to Borrower or any Wholly-Owned Subsidiary of Borrower;
(vii) Any Subsidiary of Borrower may purchase and redeem shares of their own Equity Securities from Borrower or any Wholly-Owned Subsidiary of Borrower; or
(viii) Any Subsidiary of Borrower may declare or pay any dividends in respect of its Equity Securities or purchase or redeem shares of its Equity Securities or make distributions to shareholders not otherwise permitted hereunder provided that the aggregate amount paid or distributed in any period of four consecutive quarters (excluding any amounts covered by clauses (vi) or (vii) above) does not exceed five percent (5%) of Tangible Net Worth as determined as of the fiscal quarter immediately preceding the date of determination.
Dividends, Redemptions, Etc. Borrower shall not (i) pay any dividends or make any distributions on its Equity Securities; (ii) purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Securities; (iii) return any capital to any holder of its Equity Securities as such; (iv) make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities as such; or (v) set apart any sum for any such purpose; except that Borrower may pay Permitted Dividends.
Dividends, Redemptions, Etc. No Loan Party shall make any Distributions or set apart any sum for any such purpose, except as follows:
(i) Any Subsidiary of the Borrower may pay dividends on its Equity Securities to the Borrower or any wholly owned Subsidiary of the Borrower;
(ii) The Borrower may purchase fractional shares of its capital stock arising out of stock dividends, splits or combinations or business combinations;
(iii) The Borrower may make payments or distributions to dissenting stockholders pursuant to applicable law;
(iv) The Borrower may repurchase shares of capital stock owned by ▇▇▇▇▇ ▇. ▇▇▇▇ in an aggregate amount not to exceed, during the term of this Agreement, the outstanding principal amount of the Executive Note (plus any interest accrued thereon), so long as (A) the consideration given by the Borrower for such shares consists only of a non-cash charge related to the forgiveness of all or any portion of the indebtedness arising under the Executive Note or (B) such repurchase is otherwise permitted by clause (v) below; and
(v) In addition to the foregoing, the Borrower may purchase shares of its capital stock from any shareholder (including ▇▇▇▇▇ ▇. ▇▇▇▇) with cash and Permitted Subordinated Indebtedness in an amount not to exceed $5,000,000 during any Fiscal Year, provided that after giving effect to the making of each such purchase, the Borrower is in compliance with Section 5.03(c) and no Default has occurred and is continuing on the date of, or would result after giving effect to, any such purchase; provided, that in no event shall the aggregate amount of Distributions made by the Borrower during any Fiscal Year of the Borrower exceed the Net Income of the Loan Parties for the most recently ended Fiscal Year of the Borrower, unless such distributions are for payment of taxes by an upper-tier entity with respect to a lower-tier entity.
Dividends, Redemptions, Etc. Neither Obligor nor any of its Subsidiaries shall (i) pay any dividends or make any distributions on its equity securities; (ii) purchase, redeem, retire, defease or otherwise acquire for value any of its equity securities, other than equity securities in an aggregate amount not to exceed $250,000 purchased from terminated employees, consultants or directors pursuant to employee stock purchase plans, employee restricted stock agreements or similar agreements; (iii) return any capital to any holder of its equity securities; (iv) make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities; or (v) set apart any sum for any such purpose; provided, however, that any Subsidiary may pay cash dividends to Obligor or any Subsidiary which is a Subsidiary Guarantor.
Dividends, Redemptions, Etc. Neither Borrower nor any of its Subsidiaries shall pay any dividends or make any distributions on its Equity Securities; return any capital to any holder of its Equity Securities as such; make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities as such; or set apart any sum for any such purpose. Notwithstanding the foregoing, Borrower may purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Securities so long as both immediately before and after such purchase, redemption or acquisition, no Default or Event of Default shall have occurred and be continuing and Borrower is in compliance with each of the financial covenants set forth in Subparagraph 5.02(l).