Dividends, Stock Purchases Sample Clauses

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, including the portion of dividends reinvested in shares of the Company’s common capital stock under the Company’s Optional Dividend Reinvestment Plan); or (b) Directly or indirectly, 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 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, in respect of its capital stock; or (d) Make any payment, distribution, conveyance or transfer of any Property to any subsidiary or affiliate; (such declarations or payments of dividends, purchases, redemptions or retirements of capital stock and warrants, rights or options, and all such other distributions, conveyances and transfers being herein collectively called “Restricted Payments”), if after giving effect thereto the aggregate amount of Restricted Payments made during the period from and after December 31, 1982 to and including the date of the making of the Restricted Payment in question, would exceed the sum of (1) $1,500,000 plus (2) earned surplus of the Company, on a non-consolidated basis, accumulated after December 31, 1982, determined without any deduction on account of such Restricted Payments, provided, however, that notwithstanding the foregoing, in no event shall the Company make any distribution, conveyance or transfer to any subsidiary or affiliate of any Property constituting the Plant Account. The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after the date of declaration thereof. For the purposes of this Section 7.11, the amount of any Restricted Payment declared, paid or distributed in Property of the Company shall be deemed to be the greater of the book value or fair market value (as determined in good faith by the Board of Directors of the Company) of such Property at the time of the making of the Restricted Payment in question.
Sample 1Sample 2Sample 3See All (29)
AutoNDA by SimpleDocs
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
Sample 1Sample 2See All (4)
Dividends, Stock Purchases. (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 common 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; or (c) Make any other payment or distribution, either directly or indirectly or through any Subsidiary, in respect of capital stock of the Borrower; or (d) Make, directly or indirectly, or permit any Subsidiary to make, any Restricted Investment; except that the Borrower may (A) declare and pay preferred dividends not to exceed 6% per annum in respect of the Perpetual Convertible Preferred Stock, and (B) 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 Effective Date."; (c) Section 10.1 shall be amended by deleting the definition of "Consolidated Fixed Charges" in its entirety and substituting therefor the following definition: "'Consolidated Fixed Charges' means, for any period, the sum of (a) the aggregate amount of principal payments of Indebtedness scheduled to have been made by the Borrower and the Consolidated Subsidiaries during such period, determined on a consolidated basis, (b) to the extent deducted in determining Consolidated Net Income for such period, interest expense and rent expense, (c) capital expenditures and (d) the aggregate amount expended to purchase, redeem or retire the common stock of the Borrower.";
Sample 1
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.
Sample 1
Dividends, Stock Purchases. The Company will not except as hereinafter provided:
Sample 1
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 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; and (y) that 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 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.
Sample 1
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 or other securities convertible into 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) Purchase, redeem, prepay or otherwise retire or acquire the whole or any part of any issue of Capital Debt other than (i) in exchange for shares of capital stock of the Company or (ii) out of the proceeds of the concurrent issuance of Capital Debt permitted by 5.19 with a Weighted Average Life to Maturity equal to or greater than the longer of (A) the Weighted Average Life to Maturity of the Capital Debt being purchased, redeemed, prepaid or otherwise retired or acquired or (B) the Weighted Average Life to Maturity required by 5.19; or (e) Purchase, redeem, prepay or otherwise retire or acquire the whole or any part of any issue of Subordinated Debt other than (i) in exchange for shares of capital stock of the Company or (ii) out of the proceeds of the concurrent issuance of Capital Debt or Subordinated Debt permitted by 5.8 and 5.19, in each case, with a Weighted Average Life to Maturity equal to or greater than the longer of (A) the Weighted Average Life to Maturity of the Subordinated Debt being purchased, redeemed, prepaid or otherwise retired or acquired or (B) the Weighted Average Life to Maturity required by 5.19. (such declarations or payments of dividends, purchases, redemptions or retirements of capital stock or Capital Debt or Subordinated Debt and warrants, rights or options, and all such other distributions being herein collectively called "Restricted Payments"), if at such time or after giving effect thereto the aggregate amount of Restricted Payments made during the period from and after January 31, 1997, to and including the date of the making of the Restricted Payment in question, would exceed the sum of (i) U.S.$10,000,000 plus (ii) to the extent that Capital Debt outstanding on the date hereof is exchanged for capital stock of the Company, an amount equal to all interest which wo...
Sample 1
AutoNDA by SimpleDocs
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.
Sample 1

Related to Dividends, Stock Purchases

  • Stock Dividends and Stock Splits If the Company, at any time while this Debenture is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

  • Stock Splits, Stock Dividends, etc In the event of any issuance of Shares of the Company’s voting securities hereafter to any of the Stockholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such Shares shall become subject to this Agreement and shall be notated with the legend set forth in Subsection 7.12.

  • Stock Splits, Dividends and Combinations In the event that the Company shall at any time subdivide the outstanding shares of Common Stock, or shall issue a stock dividend on its outstanding shares of Common Stock, the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such subdivision or to the issuance of such stock dividend shall be proportionately increased, and the Exercise Price shall be proportionately decreased, and in the event that the Company shall at any time combine the outstanding shares of Common Stock, the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such combination shall be proportionately decreased, and the Exercise Price shall be proportionately increased, effective at the close of business on the date of such subdivision, stock dividend or combination, as the case may be.

  • Stock Dividends and Splits If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

  • Share Dividends and Splits If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Common Stock or any other equity or equity equivalent securities payable in Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse share split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of Common Stock any share capital of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

  • Share Dividends; Split Ups If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the Exercise Price shall be proportionately decreased.

  • Stock Dividends and Distributions In case the Company shall pay a dividend in, or make a distribution of, shares of Common Stock or of the Company's capital stock convertible into Common Stock, the Exercise Price shall forthwith be proportionately decreased. An adjustment made pursuant to this Section 8.2 shall be made as of the record date for the subject stock dividend or distribution.

  • Stock Dividends - Split-Ups If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock, or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock.

  • Dividends, Etc The Company shall not declare or pay any dividend of any kind, in cash or in property, on any class of its capital stock, nor purchase, redeem, retire or otherwise acquire for value any shares of such stock, nor make any distribution of any kind in respect thereof, nor make any return of capital to shareholders, nor make any payments in respect of any pension, profit sharing, retirement, stock option, stock bonus, incentive compensation or similar plan (except as required or permitted hereunder), without the prior written consent of the Secured Party.

  • Stock Dividends, etc In the event of a stock split, stock dividend or distribution, or any change in the Common Stock by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange of shares or the like, the terms “Existing Shares” and “Covered Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!