Dividends, Stock Purchases. The Company will not, except as hereinafter provided:
Dividends, Stock Purchases. The Borrower will not except as hereinafter provided:
Dividends, Stock Purchases. (a) The Borrower will not declare or pay any dividends, or return any capital, to its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, buy back, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock now or hereafter outstanding (or any options or warrants issued by the Borrower with respect to its capital stock), or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock of the Borrower now or hereafter outstanding (or any options or warrants issued by the Borrower with respect to its capital stock) which, in the aggregate for any Fiscal Year, exceeds 50 percent of the Borrower's Consolidated net income plus depreciation but after deduction of taxes for such Fiscal Year all as computed in accordance with GAAP. Notwithstanding the preceding sentence, the Borrower may pay any dividends if (i) such dividends are declared no more than 60 days prior to the date of such payment and (ii) at the time such dividends were declared, such dividends would not have caused the Borrower to exceed the limitation set forth in the preceding sentence.
Dividends, Stock Purchases. (a) The Company will not declare or pay any dividends, or return any capital, to its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, buy back, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock now or hereafter outstanding (or any options or warrants issued by the Company with respect to its capital stock), or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock of the Company now or hereafter outstanding (or any options or warrants issued by the Company with respect to its capital stock) which, in the aggregate for any Fiscal Year, exceeds 50 percent of the Company's Consolidated net income plus depreciation but after deduction of taxes for such Fiscal Year all as computed in accordance with GAAP. Notwithstanding the preceding sentence, the Company may pay any dividends if (i) such dividends are declared no more than 60 days prior to the date of such payment and (ii) at the time such dividends were declared, such dividends would not have caused the Company to exceed the limitation set forth in the preceding sentence.
Dividends, Stock Purchases. The Company will not except as hereinafter provided: (a) Declare or pay any dividends, either in cash or property, on any shares of its capital stock of any class (except dividends or other distributions payable solely in shares of capital stock of the Company); or (b) Directly or indirectly, or through any Subsidiary, purchase, redeem or retire any shares of its capital stock of any class or any warrants, rights or options to purchase or acquire any shares of its capital stock (other than in exchange for or out of the net cash proceeds to the Company from the substantially concurrent issue or sale of other shares of capital stock of the Company or warrants, rights or options to purchase or acquire any shares of its capital stock); or (c) Make any other payment or distribution, either directly or indirectly or through any Subsidiary, in respect of its capital stock; or (d) Make any payment of principal, interest or premium on any Junior Subordinated Debt other than any regularly scheduled payment of principal or interest on the Junior Subordinated Debt; (such declarations or payments of dividends, purchases, redemptions or retirements of capital stock and warrants, rights or options, and all such other distributions and such payments on Junior Subordinated Debt being herein collectively called "Restricted Payments"), if, after giving effect thereto (i) a Default or Event of Default has occurred and is continuing or (ii) the aggregate amount of Restricted Payments made during the period from and after March 31, 1997, to and including the date of the making of the Restricted Payment in question, would exceed the sum of (x) the net cash proceeds received by the Company from the issuance or sale subsequent to March 31, 1997 of shares of common stock of the Company or warrants, rights or options to purchase or acquire any shares of its common stock, plus (y) at all times after the Determination Date, 50% of Consolidated Net Income for the period commencing on the day immediately succeeding the Determination Date and ending on the date of the making of the Restricted Payment in question, computed on a cumulative basis for said entire period (or if such Consolidated Net Income is a deficit figure, then minus 100% of such deficit); provided that at all times after the Determination Date and after giving effect to such Restricted Payment, Consolidated Tangible Net Worth exceeds $42,000,000. For the purposes of this ss.5.12 the amount of any Restricted Payment decla...
Dividends, Stock Purchases. (i) Declare or pay any dividends, either in cash or property, on any shares of its capital stock of any class (except dividends or other distributions payable solely in shares of common stock of the Borrower); or (ii) directly or indirectly, or through any Subsidiary, purchase, redeem or retire any shares of its capital stock of any class or any warrants, rights or options to purchase or acquire any shares of its capital stock; or (iii) make any other payment or distribution, either directly or indirectly or through any Subsidiary, in respect of capital stock of the Borrower; or (iv) make, directly or indirectly, or permit any Subsidiary to make, any Restricted Investment; it being specifically understood that the Borrower and any Subsidiary will enter into a joint venture only with the prior written consent of all the Banks; except that the Borrower may (x) declare and pay preferred dividends not to exceed 6% per annum in respect of the Perpetual Convertible Preferred Stock, and (y) during such time as no Default or Event of Default has occurred and is continuing, purchase, redeem or retire up to one million shares in the aggregate of its common stock subsequent to the Closing Date.
Dividends, Stock Purchases. The Company shall not declare or pay any dividend or make any distribution on its capital stock or to its shareholders or make any loan or advance to its shareholders (other than dividends or distributions payable in its capital stock) or purchase, redeem or otherwise Petroleum Heat and Power Co., Inc. Third Amendment and Restatement of Purchase Agreement acquire or retire for value, or permit any Subsidiary to purchase or otherwise acquire for value, any capital stock of the Company (i) if at the time of such action an Event of Default shall have occurred and be continuing, or (ii) if, upon giving effect to such dividend, distribution, loan, advance, purchase, redemption, or other acquisition or retirement, the aggregate amount expended for all such purposes subsequent to December 31, 1987 (giving effect to any repayments of such loans or advances), shall exceed the sum of (a) 50% of the aggregate Cash Flow of the Company accrued on a cumulative basis for each of the fiscal years subsequent to December 31, 1986, and (b) the aggregate net proceeds, including the fair market value of property other than cash (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive), received by the Company from the issue or sale after July 1, 1987, of capital stock of the Company, including capital stock issued upon the conversion of, or exchange for, Indebtedness; provided, however, that (x) the foregoing shall not prevent the payment of any dividend within 60 days after the date of declaration of such dividend, if at said date such declaration complied with this covenant; (y) in the event that the Company purchases, redeems or otherwise acquires or retires any capital stock of the Company in exchange for promissory notes of the Company then, so long as no Preferred Stock shall remain outstanding and such promissory notes are junior and subordinate to the Notes, the principal of and interest on such subordinated promissory notes shall not be included for purposes of the foregoing until such time as payments of principal or interest are made thereon; and (z) notwithstanding the limitations of this ss.5.8, the Company may in each fiscal year, so long as no Default or Event of Default shall have occurred and be continuing, pay dividends on, and make mandatory or optional redemptions and exchanges of, the Preferred Stock pursuant to this Agreement, it being understood that any such dividends, redemptions and exchanges permi...
Dividends, Stock Purchases. The Company will not declare or make any dividend or redemption on or of any of its capital stock unless, after giving effect thereto, (a) no Default or Event of Default would exist, (b) the Company would be in compliance with Section 6.06 of the Bank Loan Agreement.
Dividends, Stock Purchases. The Constituent Companies will not except as hereinafter provided:
Dividends, Stock Purchases. The Borrower will not except as hereinafter provided: (a) Declare or pay any dividends, either in cash or property, on any shares of its capital stock of any class (except dividends or other distributions payable solely in shares of capital stock of the Borrower); or (b) Directly or indirectly, or through any Subsidiary, purchase, redeem or retire any shares of its capital stock of any class or any warrants, rights or options to purchase or acquire any shares of its capital stock (other than in exchange for or out of the net cash proceeds to the Borrower from the substantially concurrent issue or sale of other shares of capital stock of the Borrower or warrants, rights or options to purchase or acquire any shares of its capital stock); or (c) Make any other payment or distribution, either directly or indirectly or through any Subsidiary, in respect of its capital stock; or
