Common use of Limitations on Dividends and Distributions Clause in Contracts

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure would reasonably be expected to have a Material Adverse Effect; provided that: (a) the Company or any Restricted Subsidiary may pay dividends in shares of its own Capital Stock; (b) any Restricted Subsidiary may pay cash dividends or make cash distributions to a Credit Party and may repurchase shares of its Capital Stock from a Credit Party; (c) the Company may purchase, redeem or otherwise acquire Capital Stock of the Company or warrants or options to acquire any such Capital Stock with the proceeds received from the substantially concurrent issue of new shares of Capital Stock of the Company; and (d) the Company may pay dividends to holders of its Capital Stock and/or repurchase shares of its Capital Stock; provided that on the date such dividend is paid and/or shares of Capital Stock are repurchased and after giving effect thereto and to any extension of credit (including any Extension of Credit) made in connection therewith: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the pro forma Net Leverage Ratio at such time is 0.25 less than the Net Leverage Ratio currently required to be maintained under Section 9.1; provided, further that the foregoing shall not operate to prevent the making of dividends or repurchases previously declared by the Company so long as (i) at the declaration date, such dividend or repurchase was permitted by the foregoing and (ii) such dividend or repurchase is consummated within the earlier of 60 days and any date under Applicable Law on which such dividend or repurchase must be consummated.

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital StockEquity Interests or any other ownership interests; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital StockEquity Interests or other ownership interests, or, directly or indirectly, make any distribution of cash, property or assets among the holders of shares of its Capital StockEquity Interests or other ownership interests, or make any change in its capital structure which such change in its capital structure would could reasonably be expected to have a Material Adverse Effect; provided that: (a) the Company Borrower or any Restricted Subsidiary may pay dividends in shares of its own Capital Stockcapital stock; (b) any Restricted Subsidiary may pay cash dividends or make cash distributions to a Credit Party and may repurchase shares of its Capital Stock from a Credit Partythe Borrower; (c) the Company may purchasetransactions under Section 6.04(a), redeem or otherwise acquire Capital Stock of the Company or warrants or options to acquire any such Capital Stock with the proceeds received from the substantially concurrent issue of new shares of Capital Stock of the Company; andSection 6.04(b), Section 6.04(d) and Section 6.05(c)(i) and (ii) shall be permitted; (d) the Company may pay dividends to holders of its Capital Stock and/or repurchase shares of its Capital Stock; provided that on the date such dividend is paid and/or shares of Capital Stock are repurchased and after giving effect thereto and to any extension of credit (including any Extension of Credit) made in connection therewith: (i) so long as no Default or Event of Default shall have occurred and exist or be continuing, the Borrower may purchase capital stock or options from present or former employees, officers, directors or consultants of the GGS Companies or their respective estates, spouses or family members upon the death, disability or termination of employment of such employee, officer, director or consultant, or make payments with respect to Debt used to repurchase such capital stock or options (provided that the aggregate amount of payments under this clause shall not exceed $2,000,000 in any fiscal year plus (A) proceeds of key-man life insurance maintained by the Borrower on the life of the Person with respect to whom such repurchase is made and (B) notes permitted to be issued pursuant to Section 6.01(k); provided further that (1) the cancellation of Debt shall not constitute a redemption and (2) the consideration for the purchase of capital stock or options pursuant to this clause may include the issuance of another equity security); (e) so long as no Default or Event of Default shall exist or be continuing, the Borrower may repurchase shares of its Class A Common Stock and Class B Common Stock from its employees; provided that the aggregate amount expended pursuant to this clause shall not exceed $10,000,000; (f) so long as no Default or Event of Default shall exist or be continuing, the Borrower may make customary payments of cash in lieu of fractional shares in connection with any transactions otherwise permitted hereunder; (g) so long as no Default or Event of Default shall exist or be continuing, (i) if the public corporate family rating of the Borrower from Xxxxx’x is the same or better than the public corporate family rating of the Borrower from Moody’s as of the Closing Date, (ii) if the public corporate credit rating of the Borrower from S&P is the same or better than the public corporate credit rating of the Borrower from S&P as of the Closing Date and (iii) if the Borrower will be in compliance with the Financial Covenant after giving pro forma Net Leverage Ratio at effect to the payment of such time is 0.25 less than the Net Leverage Ratio currently required to be maintained under Section 9.1; provided, further that the foregoing shall not operate to prevent the making of dividends or repurchases previously declared by other payments and to any Debt incurred in connection therewith, then the Company Borrower may declare and pay dividends on, make distributions of cash or other assets (valued at fair market value) on, or repurchase or otherwise acquire, its Equity Interests from the then Available Amount, but not to exceed $12,000,000 during any fiscal year; and (h) so long as (i) at no Default or Event of Default shall exist or be continuing and the declaration dateBorrower will be in compliance with the Financial Covenant after giving pro forma effect to the payment of such dividends or other payments and to any Debt incurred in connection therewith, such dividend the Borrower may declare and pay dividends on, make distributions of cash on, or repurchase was permitted by or otherwise acquire, its Equity Interests from the foregoing and (ii) such dividend or repurchase is consummated within the earlier of 60 days and any date under Applicable Law on which such dividend or repurchase must be consummatedthen Equity Proceeds Available Amount.

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital StockEquity Interests or any other ownership interests; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital StockEquity Interests or other ownership interests, or, directly or indirectly, make any distribution of cash, property or assets among the holders of shares of its Capital StockEquity Interests or other ownership interests, or make any change in its capital structure which such change in its capital structure would could reasonably be expected to have a Material Adverse Effect; provided that: (a) the Company Borrower or any Restricted Subsidiary may pay dividends in shares of its own Capital Stockcapital stock; (b) any Restricted Subsidiary may pay cash dividends or make cash distributions to a Credit Party and may repurchase shares of its Capital Stock from a Credit Partythe Borrower; (c) the Company may purchasetransactions under Section 6.04(a), redeem or otherwise acquire Capital Stock of the Company or warrants or options to acquire any such Capital Stock with the proceeds received from the substantially concurrent issue of new shares of Capital Stock of the Company; andSection 6.04(b), Section 6.04(d) and Section 6.05(c)(i) and (ii) shall be permitted; (d) the Company may pay dividends to holders of its Capital Stock and/or repurchase shares of its Capital Stock; provided that on the date such dividend is paid and/or shares of Capital Stock are repurchased and after giving effect thereto and to any extension of credit (including any Extension of Credit) made in connection therewith: (i) so long as no Default or Event of Default shall have occurred and exist or be continuing, the Borrower may purchase capital stock or options from present or former employees, officers, directors or consultants of the GGS Companies or their respective estates, spouses or family members upon the death, disability or termination of employment of such employee, officer, director or consultant, or make payments with respect to Debt used to repurchase such capital stock or options (provided that the aggregate amount of payments under this clause shall not exceed $1,250,000 in any fiscal year plus (A) proceeds of key-man life insurance maintained by the Borrower on the life of the Person with respect to whom such repurchase is made and (B) notes permitted to be issued pursuant to Section 6.01(k); provided further that (1) the cancellation of Debt shall not constitute a redemption and (2) the consideration for the purchase of capital stock or options pursuant to this clause may include the issuance of another equity security); (e) so long as no Default or Event of Default shall exist or be continuing, the Borrower may repurchase shares of its Class A Common Stock and Class B Common Stock from its employees; provided that the aggregate amount expended pursuant to this clause shall not exceed $10,000,000; (f) so long as no Default or Event of Default shall exist or be continuing, the Borrower may make customary payments of cash in lieu of fractional shares in connection with any transactions otherwise permitted hereunder; (g) so long as no Default or Event of Default shall exist or be continuing, (i) if the public corporate family rating of the Borrower from Xxxxx’x is the same or better than the public corporate family rating of the Borrower from Moody’s as of the Closing Date, (ii) if the public corporate credit rating of the Borrower from S&P is the same or better than the public corporate credit rating of the Borrower from S&P as of the Closing Date and (iii) if the Borrower will be in compliance with the Financial Covenants after giving pro forma Net Leverage Ratio at effect to the payment of such time is 0.25 less than the Net Leverage Ratio currently required to be maintained under Section 9.1; provided, further that the foregoing shall not operate to prevent the making of dividends or repurchases previously declared by other payments and to any Debt incurred in connection therewith, then the Company Borrower may declare and pay dividends on, make distributions of cash or other assets (valued at fair market value) on, or repurchase or otherwise acquire, its Equity Interests from the then Available Amount, but not to exceed $10,000,000 during any fiscal year; and (h) so long as (i) at no Default or Event of Default shall exist or be continuing and the declaration dateBorrower will be in compliance with the Financial Covenants after giving pro forma effect to the payment of such dividends or other payments and to any Debt incurred in connection therewith, such dividend the Borrower may declare and pay dividends on, make distributions of cash on, or repurchase was permitted by or otherwise acquire, its Equity Interests from the foregoing and (ii) such dividend or repurchase is consummated within the earlier of 60 days and any date under Applicable Law on which such dividend or repurchase must be consummatedthen Equity Proceeds Available Amount.

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stockcapital stock or any other ownership interests; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stockcapital stock or other ownership interests, or make any distribution of cash, property or assets among the holders of shares of its Capital Stockcapital stock or other ownership interests, or make any change in its capital structure which such change in its capital structure would reasonably be expected to have (any of the foregoing a Material Adverse Effect“Restricted Payment”); provided that: (a) the Company Borrower or any Restricted Subsidiary may pay dividends in shares of its own Capital Stockcapital stock; (b) any Restricted Subsidiary may pay cash dividends or make cash distributions to a Credit Party and may repurchase shares of its Capital Stock from a Credit Partythe Borrower; (c) the Company Borrower may pay cash dividends on its capital stock, purchase, redeem redeem, retire or otherwise acquire Capital Stock acquire, directly or indirectly, shares of its capital stock (including purchases of treasury stock), or make distributions of cash, property or assets among its shareholders; provided, however, that the aggregate amount of (x) any Restricted Payments made under this clause (c) plus (y) any payments or prepayments in respect of Subordinated Debt made pursuant to clause (ii) of the Company or warrants or options to acquire proviso in Section 10.10(b) shall not in any such Capital Stock with event exceed the proceeds received from the substantially concurrent issue of new shares of Capital Stock of the Company; andPermitted Distribution Amount; (d) the Company Borrower may pay dividends to holders of its Capital Stock and/or repurchase redeem shares of its Capital Stockcapital stock pursuant to the Permitted TIMET Redemption; provided that and (e) in addition to transactions permitted under subsection (c) above, the Borrower may pay cash dividends on the date such dividend is paid and/or its capital stock, purchase, redeem, retire or otherwise acquire, directly or indirectly, shares of Capital Stock are repurchased and after giving effect thereto and to any extension of credit its capital stock (including purchases of treasury stock), or make distributions of cash, property or assets among its shareholders in an aggregate amount not to exceed, during the period from and including the Initial Extension Date to the termination of this Credit Facility, the sum of (x) $20,000,000 plus (y) an amount equal to fifty percent (50%) of aggregate Net Income of the Borrower and its Subsidiaries since September 30, 2008; provided, however, that the Borrower shall not make any Extension of CreditRestricted Payments under this clause (e) made in connection therewith: unless (i) at the time when any such Restricted Payment is to be made, no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) after giving effect to the making of such Restricted Payment, Consolidated Net Worth shall not be less than $77,000,000, on a pro forma basis, determined as of the last day of the last Fiscal Quarter for which the Borrower has provided financial statements and the corresponding Officer’s Compliance Certificate to the Administrative Agent and Lenders as if such Restricted Payment had been paid during such Fiscal Quarter; and (iii) the chief executive officer, controller or treasurer of the Borrower shall have occurred certified to the Administrative Agent and be continuing; Lenders as to compliance with the preceding clauses (i) and (ii) the pro forma Net Leverage Ratio at such time is 0.25 less than the Net Leverage Ratio currently required to be maintained under Section 9.1; provided, further that the foregoing shall not operate to prevent the making of dividends or repurchases previously declared by the Company so long as (i) at the declaration date, such dividend or repurchase was permitted by the foregoing and in a certificate attaching calculations.” (ii) such dividend or repurchase is consummated within the earlier of 60 days and any date under Applicable Law on which such dividend or repurchase must be consummated.Amendment to Section 10.10. By amending Section 10.10 therein to read in its entirety as follows:

Limitations on Dividends and Distributions. Declare or pay any ------------------------------------------ dividends upon any of its Capital Stockcapital stock or other equity interests; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, capital stock or other equity interests; return capital of the Borrowers to the Company; or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, capital stock or make other payments or distributions to any change in Affiliate of the Company or any of its capital structure which such change in its capital structure Subsidiaries; provided, that, if no -------- Default or Event of Default has occurred and is continuing nor would reasonably be expected to have occur as a Material Adverse Effect; provided thatresult of the following action: (a) the Company and its Subsidiaries may make payments to Affiliates of fees or any Restricted Subsidiary may pay dividends compensation for services which are in shares the nature of its own Capital Stockmanagement, corporate overhead or administrative services to the extent such payments are reflected in the then effective Approved Budget or Approved Business Plan and do not exceed arms' length pricing; (b) any Restricted Subsidiary the Company and its Subsidiaries may pay cash dividends or make cash distributions to a Credit Party and may repurchase (including paid-in-kind dividends) in shares of its Capital Stock from a Credit Partytheir capital stock; (c) the Company any Borrower may purchase, redeem declare and pay dividends and make any other distribution of cash property or otherwise acquire Capital Stock of the Company or warrants or options assets to acquire any such Capital Stock with the proceeds received from the substantially concurrent issue of new shares of Capital Stock of the Company; andanother Borrower; (d) the Borrowers may pay cash dividends to the Company on each dividend payment date with respect to the Preferred Equity or the Replacement Equity, as applicable, and on each interest payment date with respect to the Bridge Loans or the Permanent Financing, in each case in an amount equal to the dividend payment and/or the interest payment payable on such date and which is permitted to be paid under this Agreement (and the Company may pay dividends make corresponding cash dividend or interest payments, as applicable in respect of such equity or Debt, as applicable to the holders of its Capital Stock and/or repurchase shares of its Capital Stock; provided thereof), provided, that on (i) the date such dividend is paid and/or shares of Capital Stock are repurchased Company and the -------- Borrowers shall remain in compliance with the covenants set forth in Articles X and XI hereof after giving effect thereto to such payment, and shall deliver evidence thereof reasonably satisfactory to any extension the Administrative Agent, (ii) the Company Leverage Ratio shall not exceed 4.0 to 1.0 after giving effect to such payment and (iii) the Company shall use the proceeds of credit such dividends solely for the payment of scheduled dividend payments to the holders of the Preferred Equity or the Replacement Equity, as applicable or for the payment of scheduled interest payments on the Bridge Loans or the Permanent Financing, as applicable; (including any Extension e) to the extent that the Company has issued Refinancing Securities for aggregate gross cash proceeds in excess of Credit) made $200,000,000, in connection therewith: addition to the Preferred Equity or that portion of the Replacement Equity used to refinance the Preferred Equity in full, the Borrowers may pay cash dividends to the Company on each dividend or interest payment date with respect to such Refinancing Securities, provided, that (i) no Default or Event the -------- aggregate amount of Default such dividend payments shall have occurred not exceed an amount equal to $50,000,000, less the difference between the gross cash proceeds of such ---- Refinancing Securities and be continuing; the Net Cash Proceeds thereof (if such Net Cash Proceeds are less than $200,000,000) and (ii) the pro forma Net Leverage Ratio at Company shall use the proceeds of such time is 0.25 less than dividends solely for the Net Leverage Ratio currently required payment of scheduled dividend and interest payments to be maintained under Section 9.1the holders of such Refinancing Securities; provided, further that the foregoing shall not operate to prevent the making of dividends or repurchases previously declared by and (f) the Company shall be permitted to repurchase its capital stock owned by employees or former employees so long as (i) no Event of Default has occurred and is continuing hereunder at the declaration date, time of such dividend repurchase or repurchase was permitted by the foregoing would occur after giving effect thereto and (ii) the aggregate amount paid, or proposed to be paid, by the Company with respect to such dividend or repurchase is consummated within repurchase, when aggregated with all previous repurchases of its capital stock made since the earlier of 60 days and any date under Applicable Law on which such dividend or repurchase must be consummatedhereof, does not exceed $2,000,000.

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure would reasonably be expected to have a Material Adverse Effect; provided that: (a) the Company Borrower or any Restricted Subsidiary may pay dividends in shares of its own Capital Stock; (b) any Restricted Subsidiary may pay cash dividends to (i) the Borrower or make (ii) any other direct or indirect Subsidiary of the Borrower so long as the proceeds of such dividends are then subsequently paid, in the form of cash distributions dividends, to a Credit Party and may repurchase shares of its Capital Stock from a Credit Partythe Borrower; (c) the Company Borrower may purchaserepurchase, redeem redeem, retire or otherwise acquire Capital Stock of the Company Borrower or warrants or options to acquire any such Capital Stock with the proceeds received from the substantially concurrent issue of new shares of Capital Stock Affiliate of the CompanyBorrower owned by employees of the Borrower or any Subsidiary or their assignees, estates and heirs, at a price not in excess of fair market value determined in good faith by the Board of Directors of the Borrower, in an aggregate amount not to exceed $5,000,000 during the term of this Agreement subsequent to the Closing Date; and (d) the Company may pay dividends to holders of its Capital Stock and/or repurchase shares of its Capital Stock; provided that on the date such dividend is paid and/or shares of Capital Stock are repurchased and after giving effect thereto and to any extension of credit (including any Extension of Credit) made in connection therewith: so long as (i) no Default or Event of Default shall have occurred and be continuing; and continuing or would result therefrom, (ii) the for a period of thirty (30) days prior to giving pro forma Net effect thereto and immediately after giving pro forma effect thereto, the sum of (A) the amount of cash and Cash Equivalents of the Borrower plus (B) the excess of the Total Revolving Credit Commitment over the outstanding Revolving Credit Loans, Swingline Loans and L/C Obligations, shall be no less than $40,000,000 and (iii) prior to giving pro forma effect thereto and immediately after giving pro forma effect thereto, the Consolidated Total Leverage Ratio is less than 1.00 to 1.00, the Borrower may declare and pay dividends on its Capital Stock and make purchases, repurchases, redemptions, retirements and other acquisitions for value of its Capital Stock (excluding repurchases, redemptions, retirements and other acquisitions permitted under Section 11.6(c), but including repurchases, redemptions, retirements and other acquisitions permitted under Section 11.6(e)) in an aggregate amount during the term of this Agreement subsequent to the Closing Date in an amount not to exceed the lesser of (A) $25,000,000 and (B) an amount equal to the sum of fifty percent (50%) of the Consolidated Net Income of the Borrower for each Fiscal Quarter (to the extent positive in such Fiscal Quarter) ending on and after June 30, 2012 and for which financial statements shall have been delivered pursuant to Section 8.1 at such time is 0.25 less than the Net Leverage Ratio currently required to be maintained under Section 9.1time; provided, further that the foregoing shall not operate to prevent the making of dividends or repurchases previously declared by the Company and (e) so long as (i) at the declaration dateno Default or Event of Default shall have occurred and be continuing or would result therefrom, such dividend or repurchase was permitted by the foregoing and (ii) prior to giving pro forma effect thereto and immediately after giving pro forma effect thereto, the Consolidated Total Leverage Ratio is less than 2.00 to 1.00 and (iii) prior to giving pro forma effect thereto and immediately after giving pro forma effect thereto, the aggregate amount of outstanding Revolving Credit Loans (other than L/C Obligations) does not exceed $20,000,000, the Borrower may declare and pay dividends on its Capital Stock and make purchases, repurchases, redemptions, retirements and other acquisitions for value of its Capital Stock (excluding repurchases, redemptions, retirements and other acquisitions permitted under Section 11.6(c) and Section 11.6(d)) in an aggregate amount subsequent to the Closing Date not to exceed $5,000,000 in any Fiscal Year using existing cash and Cash Equivalents on the balance sheet of the Borrower at such dividend or repurchase is consummated within time; provided that any unused portion of such amount from any Fiscal Year may be carried over solely for repurchases of the earlier of 60 days and Borrower’s Capital Stock in the immediately following Fiscal Year (but may not be carried over to any date under Applicable Law on which such dividend or repurchase must be consummatedsubsequent Fiscal Year).

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure would could reasonably be expected to have a Material Adverse Effect; provided that: (a) the Company Borrower or any Restricted Subsidiary may pay dividends in shares of its own Capital Stock; (b) any Restricted Subsidiary may pay cash dividends to the Borrower or make cash distributions to a Credit Party and may repurchase shares of any other Subsidiary that is its Capital Stock from a Credit Partyparent; (c) the Company may purchase, redeem or otherwise acquire Capital Stock of the Company or warrants or options to acquire any such Capital Stock with the proceeds received from the substantially concurrent issue of new shares of Capital Stock of the Company; and (d) the Company may pay dividends to holders of its Capital Stock and/or repurchase shares of its Capital Stock; provided that on the date such dividend is paid and/or shares of Capital Stock are repurchased and after giving effect thereto and to any extension of credit (including any Extension of Credit) made in connection therewith: (i) so long as no Default or Event of Default shall have occurred and be continuing, at the time thereof, the Borrower may purchase, redeem, retire, defease or otherwise acquire shares of its Capital Stock with the proceeds received contemporaneously from the issue of new shares of its Capital Stock with equal or inferior voting powers, designations, preferences and rights; (d) so long as no Default or Event of Default shall have occurred and be continuing, at the time thereof, the Borrower may purchase (with cash or notes) Capital Stock of the Borrower from former directors or employees of the Borrower or its Subsidiaries, their estates, spouses or former spouses in connection with the termination of such employee's employment (or such director's directorship); provided that, (i) no such note shall require any payment if such payment or a distribution by the Borrower to make such payment is prohibited by the terms of this Agreement and (ii) the pro forma Net Leverage Ratio at aggregate amount of all payments under this Section 11.6(d) (including payments in respect of any such time is 0.25 less than the Net Leverage Ratio currently required to be maintained under Section 9.1; provided, further that the foregoing purchase or any such notes) shall not operate to prevent exceed the sum of (A) $500,000 in any Fiscal Year or $1,000,000 in the aggregate during the term of this Agreement, plus (B) the amount of any cash equity contributions received by the Borrower for the purpose of making of such payments and used for such purpose; and (e) any non-Wholly Owned Subsidiary may make pro rata dividends or repurchases previously declared by the Company so long as (i) at the declaration date, such dividend or repurchase was permitted by the foregoing and (ii) such dividend or repurchase is consummated within the earlier distributions to holders of 60 days and any date under Applicable Law on which such dividend or repurchase must be consummatedits Capital Stock.

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stockcapital stock or any other ownership interests; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stockcapital stock or other ownership interests, or make any distribution of cash, property or assets among the holders of shares of its Capital Stockcapital stock or other ownership interests, or make any change in its capital structure which such change in its capital structure would reasonably be expected to have a Material Adverse Effect; provided thatstructure, except: (a) the Company Borrower or any Restricted Subsidiary may pay dividends in shares of its own Capital Stockcapital stock, membership interests, or other ownership units; (b) any Restricted Subsidiary may pay cash dividends or make cash distributions dividends in property to a Credit Party and may repurchase shares of the Borrower or to its Capital Stock from a Credit Partyparent Subsidiary; (c) so long as no Default or Event of Default has occurred or would be caused thereby, and the Company Borrower is in pro forma compliance with the covenants set forth in Article X hereof, the Borrower may purchaseredeem and repurchase shares of its stock pursuant to a repurchase program authorized from time to time by its Board of Directors and/or declare and make cash dividend payments, redeem or otherwise acquire Capital Stock in an aggregate amount over the term of the Company Credit Facility (for all such redemptions, repurchases and dividends) not to exceed Ten Million Dollars ($10,000,000) plus fifty percent (50%) of Cumulative Net Income; provided that all such stock so repurchased shall be immediately retired by the Borrower and shall not be retained as treasury stock (or warrants or options to acquire any such Capital Stock with the proceeds received from the substantially concurrent issue of new shares of Capital Stock of the Companyequivalent thereof); and (d) the Company Borrower may pay dividends to holders of its Capital Stock and/or repurchase accept shares of its Capital Stock; provided that on stock owned by the date such dividend is paid and/or shares of Capital Stock are repurchased and after giving effect thereto and to any extension of credit (including any Extension of Credit) made in connection therewith: applicable optionee or employee (i) no Default in payment of the exercise price of stock options or Event of Default shall have occurred and be continuing; and (ii) to satisfy tax withholding requirements in respect of equity incentives in the pro forma Net Leverage Ratio at such time is 0.25 less than form of restricted stock awards and stock options, in each case, granted to employees of the Net Leverage Ratio currently required to be maintained under Section 9.1; provided, further that the foregoing shall not operate to prevent the making of dividends Borrower or repurchases previously declared its Subsidiaries by the Company so long as (i) at the declaration date, such dividend Borrower’s board of directors or repurchase was permitted by the foregoing and (ii) such dividend or repurchase is consummated within the earlier of 60 days and any date under Applicable Law on which such dividend or repurchase must be consummateda committee thereof.

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure would reasonably be expected to have a Material Adverse Effect; provided that: (a) the Company or any Restricted Subsidiary may pay dividends in shares of its own Capital Stock; (b) any Restricted Subsidiary may pay cash dividends or make cash distributions to a Credit Party and may repurchase shares of its Capital Stock from a Credit Party; (c) the Company may purchase, redeem or otherwise acquire Capital Stock of the Company or warrants or options to acquire any such Capital Stock with the proceeds received from the substantially concurrent issue of new shares of Capital Stock of the Company; and (d) the Company may declare and pay dividends to holders holdersupon any of its Capital Stock and/or repurchase repurchase, purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock; provided that on the date such dividend is paid and/or shares of Capital Stock are repurchased and after giving effect thereto and to any extension of credit (including any Extension of Credit) made in connection therewith: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the pro forma Net Leverage Ratio at such time is 0.25 less than the Net Leverage Ratio currently required to be maintained under Section 9.1; provided, further that the foregoing shall not operate to prevent the making of dividends or repurchases previously declared by the Company so long as (i) at the declaration date, such dividend or repurchase was permitted by the foregoing and (ii) such dividend or repurchase is consummated within the earlier of 60 days and any date under Applicable Law on which such dividend or repurchase must be consummated.; and (e) in addition to the dividends and distributions permitted above, each of the Company and its Restricted Subsidiaries may declare and pay dividends upon any of its Capital Stock, purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock in an aggregate amount after the Third Amendment Effective Date not to exceed $50,000,000; so long as, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by the making of such dividend or distribution and (ii) the Company shall be in compliance with Sections 9.1 and 9.2 on a pro forma basis after giving effect to the making of such dividend or distribution.

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure would could reasonably be expected to have a Material Adverse Effect; provided that: (a) the Company Borrower or any Restricted Subsidiary may pay dividends in shares of its own Capital Stock; (b) any Restricted Subsidiary may pay cash dividends or make cash distributions to a Credit Party and may repurchase shares of its Capital Stock from a Credit Partythe Borrower; (c) on any date upon which there are no outstanding Extensions of Credit, the Company may purchase, redeem or otherwise acquire Capital Stock of the Company or warrants or options to acquire any such Capital Stock with the proceeds received from the substantially concurrent issue of new shares of Capital Stock of the Company; and (d) the Company Borrower may pay dividends to holders of its Capital Stock stock and/or repurchase shares of its Capital Stockstock in an aggregate amount of up to one hundred percent (100%) of the Cash on Hand as of the most recent fiscal quarter end; provided that on the date such dividend is paid and/or shares of Capital Stock stock are repurchased and after giving effect thereto and to any extension of credit (including any Extension of Credit) made in connection therewith: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the Borrower shall be in pro forma Net Leverage Ratio compliance with each of the covenants set forth in Article IX; and (iii) the Borrower will have Cash on Hand of at such time is 0.25 less than the Net Leverage Ratio currently required to be maintained under Section 9.1least $3,000,000; provided, provided further that if the foregoing Borrower pays dividends or makes stock repurchases in an aggregate amount in excess of seventy percent (70%) of the Cash on Hand as of the most recent fiscal quarter end, the Borrower shall not operate be permitted to prevent request Extensions of Credit for a period of thirty (30) days following the making date such dividend is paid and/or shares of stock are repurchased; and (d) on any date upon which there are outstanding Extensions of Credit, the Borrower may pay dividends or repurchases previously declared by the Company so long as to holders of its stock and/or repurchase shares of its stock in an aggregate amount of up to (i) at thirty-five percent (35%) of Cash on Hand as of the declaration datemost recent fiscal quarter end, such dividend if the Total Leverage Ratio as the most recent quarter end is less than 1.00 to 1.00 or repurchase was permitted by the foregoing and (ii) twenty-five percent (25%) of Cash on Hand as of the most recent fiscal quarter end, if the Total Leverage Ratio as of the most recent quarter end is equal to or greater than 1.00 to 1.00; provided that, in either case, on the date such dividend is paid and/or shares of stock are repurchased and after giving effect thereto (A) no Default or repurchase is consummated within Event of Default shall have occurred and be continuing; (B) the earlier Borrower shall be in pro forma compliance with each of 60 days the covenants set forth in Article IX; and any date under Applicable Law (C) the Borrower will have Cash on which such dividend or repurchase must be consummatedHand of at least $3,000,000.

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure would could reasonably be expected to have a Material Adverse Effect; provided that: (a) the Company Borrower or any Restricted Subsidiary may pay dividends in shares of its own Capital Stock; (b) any Restricted Subsidiary may pay cash dividends to the Borrower or make cash distributions to a Credit Party and may repurchase shares of any other Subsidiary that is its Capital Stock from a Credit Partyparent; (c) the Company may purchase, redeem or otherwise acquire Capital Stock of the Company or warrants or options to acquire any such Capital Stock with the proceeds received from the substantially concurrent issue of new shares of Capital Stock of the Company; and (d) the Company may pay dividends to holders of its Capital Stock and/or repurchase shares of its Capital Stock; provided that on the date such dividend is paid and/or shares of Capital Stock are repurchased and after giving effect thereto and to any extension of credit (including any Extension of Credit) made in connection therewith: (i) so long as no Default or Event of Default shall have occurred and be continuing, at the time thereof, the Borrower may purchase, redeem, retire, defease or otherwise acquire shares of its Capital Stock with the proceeds received contemporaneously from the issue of new shares of its Capital Stock with equal or inferior voting powers, designations, preferences and rights; (d) so long as no Default or Event of Default shall have occurred and be continuing, at the time thereof, the Borrower may purchase (with cash or notes) Capital Stock of the Borrower from former directors or employees of the Borrower or its Subsidiaries, their estates, spouses or former spouses in connection with the termination of such employee's employment (or such director's directorship); provided that, (i) no such note shall require any payment if such payment or a distribution by the Borrower to make such payment is prohibited by the terms of this Agreement and (ii) the pro forma Net Leverage Ratio at aggregate amount of all payments under this Section 11.6(d) (including payments in respect of any such time is 0.25 less than the Net Leverage Ratio currently required to be maintained under Section 9.1; provided, further that the foregoing purchase or any such notes) shall not operate to prevent exceed the sum of (A) $500,000 in any Fiscal Year or $1,000,000 in the aggregate during the term of this Agreement, plus (B) the amount of any cash equity contributions received by the Borrower for the purpose of making of such payments and used for such purpose; (e) any non-Wholly Owned Subsidiary may make pro rata dividends or repurchases previously declared distributions to holders of its Capital Stock; and (f) on or prior to the date that is ten (10) days following the receipt of Net Cash Proceeds from the IPO, the Borrower may distribute up to $685,848 of Net Cash Proceeds from the IPO to Globalstar Satellite LP for the payment of deferred interest that accrued from December 6, 2003 to April 14, 2004 on loans made by Globalstar Satellite LP to the Company so long as (i) at the declaration dateBorrower, such dividend or repurchase was permitted by the foregoing and (ii) such dividend or repurchase is consummated within the earlier of 60 days and any date under Applicable Law on which such dividend or repurchase must be consummatedloans were converted to equity on April 14, 2004.

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stockcapital stock or any other ownership interests; purchase, redeem, retire or otherwise acquire (directly or indirectly), any shares of its capital stock or other ownership interests, or make any distribution of cash, property or assets amount the holders of shares of its capital stock or other ownership interests, or make any change in its capital structure (any of the foregoing a “Restricted Payment”); provided that: (a) the Borrower or any Subsidiary may pay dividends in shares of its own capital stock; (b) any Subsidiary may pay cash dividends to the Borrower; (c) the Borrower may pay cash dividends on its capital stock, purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stockcapital stock (including purchases of treasury stock), or make any distribution distributions of cash, property or assets among its shareholders; provided, however, that the holders aggregate amount of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure would reasonably be expected to have a Material Adverse Effect; provided that: (a) the Company or any Restricted Subsidiary may pay dividends in shares of its own Capital Stock; (bx) any Restricted Subsidiary may pay cash dividends or make cash distributions to a Credit Party and may repurchase shares of its Capital Stock from a Credit Party; Payments made under this clause (c) the Company may purchase, redeem plus (y) any payments or otherwise acquire Capital Stock prepayments in respect of Subordinated Debt made pursuant to clause (ii) of the Company or warrants or options to acquire proviso in Section 8.10(b) shall not in any such Capital Stock with event exceed the proceeds received from Permitted Distribution Amount (provided, however, that the substantially concurrent issue of new shares of Capital Stock Borrower may also make prepayments of the CompanyPermitted TIMET Debt in amounts not to exceed $15,000,000 in the aggregate without additional consent of the Lender); and (d) in addition to transactions permitted under subsection (c) above, the Company Borrower may pay cash dividends to holders of on its Capital Stock and/or repurchase capital stock, purchase, redeem, retire or otherwise acquire, directly or indirectly, shares of its Capital Stock; provided that on the date such dividend is paid and/or shares of Capital Stock are repurchased and after giving effect thereto and to any extension of credit capital stock (including purchases of treasury stock), or make distributions of cash, property or assets among its shareholders in an aggregate amount not to exceed the sum of (x) $20,000,000 plus (y) an amount equal to fifty percent (50%) of aggregate Net Income of the Borrower and its Subsidiaries since September 30, 2011; provided, however, that the Borrower shall not make any Extension of CreditRestricted Payments under this clause (e) made in connection therewith: unless (i) at the time when any such Restricted Payment is to be made, no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) after giving effect to the making of such Restricted Payment, Consolidated Net Worth shall not be less than the minimum required in accordance with Section 8.15(b), on a pro forma basis, determined as of the last day of the last Fiscal Quarter for which the Borrower has provided financial statements and the corresponding Officer’s Compliance Certificate to the Lender as if such Restricted Payment had been paid during such Fiscal Quarter; and (iii) the chief executive officer, controller or treasurer of the Borrower shall have occurred and be continuing; certified to the Lender as to compliance with the preceding clauses (i) and (ii) the pro forma Net Leverage Ratio at such time is 0.25 less than the Net Leverage Ratio currently required to be maintained under Section 9.1; provided, further that the foregoing shall not operate to prevent the making of dividends or repurchases previously declared by the Company so long as (i) at the declaration date, such dividend or repurchase was permitted by the foregoing and (ii) such dividend or repurchase is consummated within the earlier of 60 days and any date under Applicable Law on which such dividend or repurchase must be consummatedin a certificate attaching calculations.

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure would reasonably be expected to have a Material Adverse Effect; provided that: (a) the Company Borrower or any Restricted Subsidiary may pay dividends in shares of its own Capital Stock; (b) any Restricted Subsidiary may pay cash dividends or make cash distributions to a Credit Party and may repurchase shares of its Capital Stock from a Credit Party; (c) the Company Borrower may purchase, redeem or otherwise acquire Capital Stock of the Company Borrower or warrants or options to acquire any such Capital Stock with the proceeds received from the substantially concurrent issue of new shares of Capital Stock of the CompanyBorrower; and (d) the Company Borrower may pay dividends to holders of its Capital Stock and/or repurchase shares of its Capital Stock; provided that on the date such dividend is paid and/or shares of Capital Stock are repurchased and after giving effect thereto and to any extension of credit (including any Extension of Credit) made in connection therewith: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) if the pro forma Net Leverage Ratio at as of such time date is 0.25 equal to or greater than 2.50 to 1.00, then the amount of such dividend or repurchase, when taken together with all other such dividends and repurchases during such Fiscal Year, does not exceed $30,000,000 in the aggregate; provided, that such limit shall not apply when the pro forma Leverage Ratio is less than 2.50 to 1.00; provided, further, that amounts paid when the Net pro forma Leverage Ratio currently required is less than 2.50 to be maintained under Section 9.11.00 shall count against the annual $30,000,000 cap when the pro forma Leverage Ratio is equal to or greater than 2.50 to 1.00; provided, further that the foregoing shall not operate to prevent the making of dividends or repurchases repurchasing previously declared by the Company Borrower so long as (i) at the declaration date, such dividend or repurchase was permitted by the foregoing and (ii) such dividend or repurchase is consummated within the earlier of 60 days and any date under Applicable Law on which such dividend or repurchase must be consummated.

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stockcapital stock or any other ownership interests; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stockcapital stock or other ownership interests, or make any distribution of cash, property or assets among the holders of shares of its Capital Stockcapital stock or other ownership interests, or make any change in its capital structure which such change in its capital structure would reasonably be expected to have a Material Adverse Effectstructure; provided that: (a) the Company any Borrower or any Restricted Subsidiary may pay dividends in shares of its own Capital Stockcapital stock; (b) any Restricted Subsidiary may pay cash dividends or make cash distributions to a Credit Party and may repurchase shares of its Capital Stock from a Credit PartyBorrower; (c) the Company may purchase, redeem any Borrower or otherwise acquire Capital Stock of the Company or warrants or options to acquire any such Capital Stock with the proceeds received from the substantially concurrent issue of new shares of Capital Stock of the Company; and (d) the Company Subsidiary may pay any other dividends to holders of its Capital Stock and/or repurchase shares of its Capital Stockor distributions not otherwise permitted by this Section 11.6; provided that on the date such dividend is paid and/or shares of Capital Stock are repurchased and after giving effect thereto and to any extension of credit (including any Extension of Credit) made in connection therewith: (i) the aggregate of all dividends and distributions permitted by this paragraph (c) during any Fiscal Year shall not exceed the maximum amount set forth below in the table below opposite the applicable Leverage Ratio and (ii) no Default or Event of Default shall have occurred and be continuingcontinuing both before and after giving effect to such dividends and distributions under this paragraph (c): Greater than or equal to 3.50 to 1.00 $100,000,000 minus the aggregate amount used to purchase, redeem, retire or otherwise acquire, directly or indirectly shares of its capital stock pursuant to Section 11.6(d) during such Fiscal Year Less than 3.50 to 1.00 5% of the Net Worth of such Borrower or such Subsidiary for such Fiscal Year No Default or Event of Default shall be deemed to arise under this paragraph (c) as a result of an increase in the Leverage Ratio (resulting in a corresponding decrease in the maximum permitted dividend and distribution amount) with respect to the payment of any dividend or distribution actually paid during any prior Fiscal Year(s) as a result of such change in Leverage Ratio, so long as at the time such dividend or other distribution was paid, it was permitted in accordance with this Section 11.6; and (d) the Company may purchase, redeem, retire or otherwise acquire, directly or indirectly, shares of its capital stock (any such purchase, redemption, retirement or acquisition under this paragraph (d), a “Restricted Payment”); provided that, with respect to any Restricted Payment, (i) the maximum amount of all Restricted Payments made during any period of twelve (12) consecutive months ending as of the date of such Restricted Payment shall not exceed the applicable amount set forth below (it being agreed and acknowledged by all parties that the Leverage Ratio shall be determined on the date of such Restricted Payment after giving pro forma effect to any Debt incurred in connection with such Restricted Payment) and (ii) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to such Restricted Payment. Greater than or equal to 3.50 to 1.00 $100,000,000 minus the pro forma Net aggregate amount paid in respect of dividends and distributions permitted under Section 11.6(c) during such Fiscal Year Less than 3.50 to 1.00 $125,000,000 No Default or Event of Default shall be deemed to arise under this paragraph (d) as a result of an increase in the Leverage Ratio at (resulting in a corresponding decrease in the maximum permitted capital stock purchases, redemptions, retirements or other acquisitions) with respect to any such time is 0.25 less than the Net purchase, redemption, retirement or other acquisition actually consummated prior to such change in Leverage Ratio currently required to be maintained under Section 9.1; providedRatio, further that the foregoing shall not operate to prevent the making of dividends or repurchases previously declared by the Company so long as (i) at the declaration datetime such purchase, such dividend redemption, retirement or repurchase other acquisition of capital stock was paid, it was permitted by the foregoing and (ii) such dividend or repurchase is consummated within the earlier of 60 days and any date under Applicable Law on which such dividend or repurchase must be consummatedin accordance with this Section 11.6.