Limitations on Dividend Payments Sample Clauses

Limitations on Dividend Payments. (a) Except as permitted hereunder, Azul will not, and will not permit any Subsidiary, directly or indirectly, to declare or pay any dividend or make any distribution on its Capital Stock held by Persons other than Azul or any of its Subsidiaries (each, a “Dividend Payment”) unless, at the time of and giving effect to the proposed Dividend Payment: (i) no Default has occurred and is continuing; and (ii) the aggregate amount expended for all Dividend Payments made on or after the Issue Date would not, subject to the exceptions set forth in Section 4.11(b) and the provisions of Section 4.11(c), exceed 50% of the aggregate amount of the Consolidated Net Income (or, if the Consolidated Net Income is a loss, minus 100% of the amount of the loss) accrued on a cumulative basis during the period, taken as one accounting period, beginning on the Issue Date and ending on the last day of Azul’s most recently completed fiscal quarter for which financial statements have been provided (or if not timely provided, required to be provided) pursuant to Section 4.07(a). (b) Notwithstanding anything to the contrary in Section 4.11(a), the provisions of Section 4.11(a) shall not prohibit (and Azul shall directly, or indirectly, be permitted to undertake any or all of the following): (i) the declaration and payment of mandatory dividends, including in the form of interest on outstanding capital; to the extent required under applicable law (including as set forth in the applicable by-laws or other organizational agreements or documents of Azul or any applicable Subsidiary) in effect from time to time and provided, further, that the Board of Directors of Azul or any applicable Subsidiary has not determined that any such payment of mandatory dividends as contemplated herein would be inadvisable given the financial condition of Azul; (ii) the payment of any dividend or distribution within 60 days after the date of declaration thereof, or at the date established in the shareholders’ meeting approving the declaration thereof, if, at the date of declaration, such payment would comply with Section 4.11(a); (iii) the payment of (A) dividends or distributions paid in Capital Stock of Azul and (B) dividends or distributions by a Subsidiary payable, on a pro rata basis or on a basis more favorable to Azul, to all holders of any class of Capital Stock of such Subsidiary a majority of which is held, directly or indirectly, by Azul); (iv) any Dividend Payment in exchange for, or out of the pro...