Equity Distributions. None of the Borrower nor any of its Subsidiaries shall directly or indirectly, make any Equity Distributions, except that (a) the Borrower may make quarterly distributions to its Members in respect of Borrower’s taxable income, in amounts proportionate to the respective percentage interests of each of such Member so that each such Member shall have received an amount equal to 48% of such Member’s share of the Borrower’s net taxable income for the relevant quarter (subject to any increase in accordance with the terms of the Borrower’s Amended and Restated Limited Liability Company Agreement) (the “Permitted Taxable Distribution Amount”), provided that if the aggregate distribution made during any calendar year exceeds the Permitted Taxable Distribution Amount, then the excess distribution for such tax year shall be applied to the permitted distributions for the immediately subsequent quarters, Dollar-for-Dollar, until all such excess has been applied to future permitted distributions, b) the Borrower may make distributions to pay an annual 5% return on its Class A Units, so long as no Default or Matured Default has occurred and is continuing or would be caused thereby, (c) the Borrower may (i) make distributions to pay up to an annual 7% return on the Specified Class A-1 Units, so long as no Default or Matured Default has occurred and is continuing or would be caused thereby, or (ii) if the conditions in clause (i) are not satisfied, issue payment in kind notes in lieu thereof in an amount equal to an annual 7% return on the Specified Class A-1 Units, (d) the Borrower may make distributions in respect of its outstanding equity interests in an amount not to exceed $150,000,000 in the aggregate during the period from (and including) the Restatement Date until the first anniversary of the Restatement Date (the “$150 Million Basket”), (i) so long as no Default or Matured Default has occurred and is continuing or would be caused thereby, and (ii) subject to any concurrent mandatory prepayment required to be made pursuant to Section 4.4(b)(ii), and (e) the Borrower may make additional Equity Distributions (the “Additional Equity Distributions”), so long as (i) no Default or Matured Default has occurred and is continuing or would be caused thereby, (ii) the Borrower shall be in pro forma compliance (based on assumptions and projections acceptable to the Agent) with the Fixed Charge Coverage Ratio after giving effect to such Equity Distribution and (iii) to the ext...
Equity Distributions. In the case of an equity distribution, the value of distributed equity will be treated as a stock dividend, and captured using the 20-day closing price average for measuring performance, as described above.
Equity Distributions. Borrower shall not make any dividend or distribution for or on account of equity interests in Borrower if, either before or after giving effect to such dividend or distribution, a Default or Event of Default would occur or has occurred and is continuing.
Equity Distributions. The Company shall not pay any dividends on -------------------- any class of its capital stock or make any other distribution or payment on account of or in redemption, retirement or purchase of such capital stock which result in an Event of Default under Sections 5.7, 5.8, 5.9 or 5.10, or violates any other provision of this Agreement.
Equity Distributions. Neither the Parent nor the Company shall pay -------------------- any dividends on any class of its capital stock or make any other distribution or payment on account of or in redemption, retirement or purchase of such capital stock; provided that this Section shall not apply to (a) the issuance, delivery or distribution by the Parent of shares of its common stock pro rata to its existing shareholders, (b) the purchase or redemption by the Parent of its capital stock with the proceeds of the issuance of additional shares of capital stock and (c) repurchases by the Parent of up to $10,000,000 of its capital stock after the date hereof, and dividends from the Company to the Parent in an amount equal to and used by the Parent for such repurchases.
Equity Distributions. Borrower shall not pay any dividends on any class of its capital stock or make any other distribution or payment on account of or in redemption, retirement or purchase of such capital stock; provided that this Section shall not apply to (i) the issuance, delivery or distribution by Borrower of shares of its common stock pro rata to its existing shareholders and (ii) the purchase or redemption by Borrower of its capital stock with the proceeds of the issuance of additional shares of capital stock.
Equity Distributions. Beginning on the Effective Date and continuing through the Forbearance Termination Date, the Borrower shall not make any dividend or distribution for or on account of direct or indirect owners of equity interests in Borrower.
Equity Distributions after the Actual Delivery Date, make or pay any Equity Distribution unless:
Equity Distributions. Section 10.10 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:
Equity Distributions. 46 6.8. Investments. ..................................................................... 46 6.9. ERISA. ........................................................................... 46 6.10. Capital Expenditures. ............................................................ 46 6.11. Transactions with Affiliates. .................................................... 47
