Common use of Investments; Distributions Clause in Contracts

Investments; Distributions. (a) Directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so; or (b) pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock (“Restricted Payments”), provided that (i) each Borrower or any Subsidiary may pay dividends solely in common stock; (ii) any Subsidiary of Borrowers may pay dividends to its direct parent, (iii) any Loan Party may make Restricted Payments in connection with the consummation of the Acquisition or any other transaction contemplated by the Merger Documents as in effect on the Effective Date, (iv) Xxxxxx may make advances to each of its members (collectively, the “Member Advances”) in an amount sufficient to cover that member’s actual tax liability due and payable as a result of income of Xxxxxx attributed to the member during any period that Xxxxxx is eligible for taxation as a limited liability company under the Internal Revenue Code; provided, however, that no Member Advances may be made if, at the time thereof, an Event of Default has occurred and is continuing or would result therefrom; (v) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, each Borrower or any of its Subsidiaries may make Restricted Payments to Holdings to permit Holdings to (A) purchase or redeem its stock in connection with and pursuant to the terms of employee benefit and stock option plans, in an amount not exceed, in the aggregate, $500,000 during the term of this Agreement, or (B) pay income taxes, franchise fees and other fees required to maintain its existence and provide for other operating costs; (vi) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any Loan Party may make Restricted Payments that constitute (or permit Holdings or any of its Subsidiaries to pay) fees permitted by Section 7.8; and (vii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, make Restricted Payments to Holdings solely for the purpose of making Investments by Holdings in Shanghai that do not exceed $1,000,000 (in cash plus Equipment) per annum.

Investments; Distributions. (a) Directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so; or (b) pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock (“Restricted Payments”’), provided that (i) each Borrower or any Subsidiary may pay dividends solely in common stock; (ii) any Subsidiary of Borrowers may pay dividends to its direct parent, (iii) any Loan Party may make Restricted Payments in connection with the consummation of the Acquisition or any other transaction contemplated by the Merger Documents as in effect on the Effective Date, (iv) Xxxxxx may make advances to each of its members (collectively, the “Member Advances”) in an amount sufficient to cover that member’s actual tax liability due and payable as a result of income of Xxxxxx attributed to the member during any period that Xxxxxx is eligible for taxation as a limited liability company under the Internal Revenue Code; provided, however, that no Member Advances may be made if, at the time thereof, an Event of Default has occurred and is continuing or would result therefrom; (viv) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, each Borrower or any of its Subsidiaries may make Restricted Payments to Holdings to permit Holdings to (A) purchase or redeem its stock in connection with and pursuant to the terms of employee benefit and stock option plans, in an amount not exceed, in the aggregate, $500,000 during the term of this Agreementperiod beginning on the Sixth Amendment Effective Date and ending on the Revolving Line Maturity Date, or (B) pay income taxes, franchise fees and other fees required to maintain its existence and provide for other operating costs; (vi) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any Loan Party may make Restricted Payments that constitute fees permitted by Section 7.8 (or permit Holdings or any of its Subsidiaries to pay) pay fees permitted by Section 7.87.8(ii)) ; and (vii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, each Borrower or any Subsidiary may make Restricted Payments to Holdings solely for the purpose of making Investments by Holdings in Shanghai that do not exceed $1,000,000 Foreign Subsidiaries as set forth in clause (in cash plus Equipmentf) per annumof the definition of Permitted Investments.

Investments; Distributions. (a) Directly or indirectly make Make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so; or (b) pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock (“Restricted Payments”), provided that (i) each a Borrower may convert or any Subsidiary may pay dividends solely in common stock; (ii) any Subsidiary of Borrowers may pay dividends to its direct parent, (iii) any Loan Party may make Restricted Payments in connection with the consummation of the Acquisition or any other transaction contemplated by the Merger Documents as in effect on the Effective Date, (iv) Xxxxxx may make advances to each of its members (collectively, the “Member Advances”) in an amount sufficient to cover that member’s actual tax liability due and payable as a result of income of Xxxxxx attributed to the member during any period that Xxxxxx is eligible for taxation as a limited liability company under the Internal Revenue Code; provided, however, that no Member Advances may be made if, at the time thereof, an Event of Default has occurred and is continuing or would result therefrom; (v) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, each Borrower or exchange any of its Subsidiaries may make Restricted Payments to Holdings to permit Holdings to (A) purchase convertible securities into or redeem its stock in connection with and for other securities pursuant to the terms of employee benefit such convertible securities or otherwise and stock option plansmay make cash payments in lieu of fractional shares, (ii) Borrowers, other than Starvox, and their Subsidiaries may pay dividends to their stockholders (or other holders of their equity securities); (iii) after the Merger, Starvox may pay dividends or make loans to USWD to pay the ordinary course of business expenses of USWD in an amount not exceedto exceed $500,000 in any fiscal year; (iv) Starvox may repurchase, and after the Merger may pay dividends or make loans to USWD in the aggregateamount necessary to repurchase, the stock of former employees, directors or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided the amount of any such repurchase does not exceed in the aggregate of $500,000 during 250,000 per fiscal year; (v) a Borrower may undertake a Transfer permitted by Section 7.1(e) that would otherwise be prohibited under this Section 7.7; (vi) in connection with any acquisition permitted under Section 7.3, Borrowers may (A) receive or accept the term return of this Agreementcapital stock of a Borrower constituting a portion of the purchase price in settlement of indemnification claims, or (B) pay income taxes, franchise fees and other fees required make payments to maintain its existence and provide for other operating costs; (vi) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any Loan Party may make Restricted Payments that constitute (or permit Holdings or any of its Subsidiaries to pay) fees permitted by Section 7.8dissenting stockholders in accordance with applicable law; and (vii) so long as no Default a Borrower may acquire its capital stock in connection with the cashless exercise of options or Event of Default shall have occurred and be continuing or would result therefrom, make Restricted Payments to Holdings solely for the purpose of making Investments by Holdings in Shanghai that do not exceed $1,000,000 (in cash plus Equipment) per annumwarrants.

Investments; Distributions. (a) Directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so; or (b) pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock (“Restricted Payments”’), provided that (i) each Borrower or any Subsidiary may pay dividends solely in common stock; (ii) any Subsidiary of Borrowers may pay dividends to its direct parent, (iii) any Loan Party may make Restricted Payments in connection with the consummation of the Acquisition or any other transaction contemplated by the Merger Documents as in effect on the Effective Date, (iv) Xxxxxx may make advances to each of its members (collectively, the “Member Advances”) in an amount sufficient to cover that member’s actual tax liability due and payable as a result of income of Xxxxxx attributed to the member during any period that Xxxxxx is eligible for taxation as a limited liability company under the Internal Revenue Code; provided, however, that no Member Advances may be made if, at the time thereof, an Event of Default has occurred and is continuing or would result therefrom; (v) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, each Borrower or any of its Subsidiaries may make Restricted Payments to Holdings to permit Holdings to (A) purchase or redeem its stock in connection with and pursuant to the terms of employee benefit and stock option plans, in an amount not exceed, in the aggregate, $500,000 during the term of this Agreement, or (B) pay income taxes, franchise fees and other fees required to maintain its existence and provide for other operating costs; (vi) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any Loan Party may make Restricted Payments that constitute (or permit Holdings or any of its Subsidiaries to pay) fees permitted by Section 7.8; and (vii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, make Restricted Payments to Holdings solely for the purpose of making Investments by Holdings in Shanghai that do not exceed $1,000,000 (in cash plus Equipment) per annum.