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; 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 repurchase, redeem, retire or otherwise acquire Capital Stock of the Borrower or any Affiliate of the Borrower 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 $4,000,000 during the term of this Agreement; and (d) so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) for a period of thirty (30) days prior to giving effect thereto and immediately after giving 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 $15,000,000, 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)) in an aggregate amount during the term of this Agreement not to exceed at any time than the sum of (Y) $25,000,000 and (Z) twenty-five percent (25%) of the Consolidated Net Income of the Borrower for the period from January 1, 2005, through the end of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8.1 at such time (taken as a single accounting period), if and only if the Consolidated Total Leverage Ratio is less than 1.50 to 1.00 at such time.
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Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stockcapital stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stockcapital stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stockcapital stock, or make any change in its capital structure; provided that:
(a) any Loan Party may make, declare or pay lawful cash dividends or distributions to, or redeem capital stock or other equity interest held by, any other Loan Party (excluding the Borrower or GE Financing Subsidiary (if any) and, until such time as an Enventis Restrictions Release Event has occurred, Enventis), and any Subsidiary that is not a Loan Party may make, declare or pay lawful cash dividends in shares of its own Capital Stockor distributions to any Loan Party (excluding the GE Financing Subsidiary (if any) and, until such time as an Enventis Restrictions Release Event has occurred, Enventis);
(b) any Subsidiary the Borrower may (i) pay cash dividends to the Borrower;
(c) the Borrower may repurchase, redeem, retire or otherwise acquire Capital Stock of the Borrower or any Affiliate of the Borrower 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, its equity holders in an aggregate amount not to exceed $4,000,000 during 8,500,000 in any Fiscal Year, (ii) pay cash dividends to its equity holders from proceeds of asset dispositions permitted pursuant to Section 12.5 in an aggregate amount not to exceed $3,000,000 over the term of this Agreement, and (iii) purchase, redeem or otherwise acquire shares of its capital stock (“Stock Repurchases”) in an aggregate amount not to exceed $3,000,000 over the term of this Agreement; provided that, in each case, (A) the Borrower shall have delivered to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent demonstrating compliance with Articles XI and XII hereof both before and after giving effect to such dividend or Stock Repurchase, (B) no Default or Event of Default described in Sections 13.1(a), 13.1(b), 13.1(j) or 13.1(k) shall have occurred and be continuing as of the date such dividend is paid or such Stock Repurchase is made or will result after giving effect to the making of such dividend or Stock Repurchase, and (C) the dividends made pursuant to clause (ii) of this Section 12.6(b) and Stock Repurchases made pursuant to clause (iii) of this Section 12.6(b) may not exceed an aggregate amount of $5,000,000 over the term of this Agreement; and
(d) so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) for a period of thirty (30) days prior to giving effect thereto and immediately after giving effect thereto, the sum of (Ac) the amount of cash Borrower 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 $15,000,000, the Borrower its Subsidiaries 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 any dividend or distribution in connection with a transaction permitted under by Section 11.6(c)) in an aggregate amount during the term of this Agreement not to exceed at any time than the sum of (Y) $25,000,000 and (Z) twenty-five percent (25%) of the Consolidated Net Income of the Borrower for the period from January 1, 2005, through the end of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8.1 at such time (taken as a single accounting period), if and only if the Consolidated Total Leverage Ratio is less than 1.50 to 1.00 at such time12.4.
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Samples: Credit Agreement (Hickory Tech Corp)
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 could reasonably be expected to have a Material Adverse Effect; provided that:
(a) the US 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 repurchase, redeem, retire or otherwise acquire Capital Stock of the Borrower or any Affiliate of the Borrower 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 $4,000,000 during the term of this Agreement; and
(d) so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom both before and after giving effect to such payment of cash dividends, the US Borrower may pay cash dividends; provided that each payment of cash dividends must be made in compliance with the following criteria:
(i) during the period from the Closing Date through September 30, 2005, the aggregate amount of such payments of cash dividends may not exceed $35,000,000; and
(ii) for a period any Fiscal Year after September 30, 2005, the aggregate amount of thirty such payments of cash dividends may not exceed an amount equal to fifty percent (3050%) days prior to giving effect thereto of Net Income of the US Borrower and immediately its Subsidiaries for such Fiscal Year less any share repurchases made during such Fiscal Year as permitted per subsection (c) of this Section 10.6;
(c) so long as no Default or Event of Default shall have occurred and be continuing both before and after giving effect theretoto such share repurchase, 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 $15,000,000, the US Borrower may declare and pay dividends on its Capital Stock and make purchases, repurchases, redemptions, retirements and other acquisitions for value repurchase shares of its Capital Stock (excluding repurchases, redemptions, retirements and other acquisitions permitted under Section 11.6(c)) common stock in an aggregate amount not to exceed $250,000,000 during the term of this Agreement Agreement; provided that each share repurchase must be made in compliance with the following criteria:
(i) during the period from the Closing Date through September 30, 2005, the aggregate amount of such share repurchases may not exceed $150,000,000; and
(ii) for any Fiscal Year after September 30, 2005, the aggregate amount of such share repurchases may not exceed an amount equal to exceed at any time than the sum of (Y) $25,000,000 and (Z) twenty-five fifty percent (2550%) of the Consolidated Net Income of the US Borrower and its Subsidiaries for such Fiscal Year less any cash dividends made during such Fiscal Year as permitted per subsection (b) of this Section 10.6; provided that to the extent that, during any Fiscal Year after September 30, 2005, the basket set forth in this clause (ii) is fully utilized, the US Borrower may repurchase shares of its common stock in an amount not to exceed the difference between the amount of share repurchases permitted pursuant to clause (i) above and the amount of share repurchases actually made pursuant to clause (i) (whether by virtue of (1) share repurchases made during the period from January 1the Closing Date through September 30, 2005, through 2005 or (2) additional share repurchases pursuant to this proviso in any subsequent Fiscal Year);
(d) the end US Borrower may repurchase (i) the June 2008 Notes and (ii) to the extent that the May 2007 Notes are not converted to common stock of the most recent fiscal quarter for which financial statements US Borrower, the May 2007 Notes, in each case so long as no Default or Event of Default shall have been delivered occurred and be continuing both before and after giving effect to such repurchase;
(e) any Subsidiary may pay dividends to the US Borrower or a Guarantor;
(f) any Subsidiary that is not a Guarantor may pay dividends to any other Subsidiary that is not a Guarantor; and
(g) any Subsidiary may pay dividends to third party owners of its Capital Stock in connection with the dividends paid pursuant to subsections (e) and (f) of this Section 8.1 at 10.6 in an amount equal to such time (taken as a single accounting period), if and only if the Consolidated Total Leverage Ratio is less than 1.50 to 1.00 at third party's ratable percentage of such timedividends.
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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 StockStock (all such payments or other distributions, “Distributions”); provided that:
(a) the Borrower or any Restricted Subsidiary may pay dividends in shares of its own Capital Stock;
(b) any Subsidiary the Borrower may pay cash dividends to on the Borrower;
(c) the Borrower may repurchase, redeem, retire or otherwise acquire Capital Stock of the Borrower or any Affiliate of the Borrower 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 $4,000,000 during the term of this Agreement; andprovided that:
(d) so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) for a period of thirty (30) days prior to giving effect thereto both before and immediately after giving effect thereto, the sum of to such dividend payment,
(Aii) the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the covenants contained in Article X both before and immediately after giving effect to such dividend payment and
(iii) the aggregate amount of all such 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 $15,000,000, 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)) in an aggregate amount dividend payments during the term of this Agreement shall not exceed $50,000,000;
(c) the Borrower may acquire Capital Stock of the Borrower, including in connection with the Tender Offer, provided that:
(i) no Default or Event of Default shall have occurred and be continuing both before and immediately after giving effect to such Capital Stock acquisition,
(ii) the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the covenants contained in Article X both before and immediately after giving effect to such Capital Stock acquisition and
(iii) the aggregate amount of all such Capital Stock acquisitions (excluding the Tender Offer) during the term of this Agreement shall not exceed at any time than the sum of (Yx) $25,000,000 300,000,000 plus (y) the difference between (A) $360,000,000 and (ZB) twenty-five percent the amount actually paid by the Borrower to repurchase its shares pursuant to the Tender Offer;
(25%d) the Borrower or any Restricted Subsidiary may make Distributions of up to $35,000,000 in aggregate of the Net Cash Proceeds (after giving effect to any prepayment required by Section 4.4(b)(ii)) of the Consolidated Net Income any issuance of Subordinated Debt by the Borrower for or any Restricted Subsidiary; and
(e) any Restricted Subsidiary may pay cash dividends to the period from January 1holders of its Capital Stock; provided that in the case of any cash dividend paid by a Restricted Subsidiary that is not a Wholly Owned Subsidiary, 2005, through the end of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8.1 at such time (taken as a single accounting period), if and dividend may be paid only if such dividend is paid on a ratable basis to the Consolidated Total Leverage Ratio is less than 1.50 to 1.00 at holders of such timeCapital Stock in accordance with their respective ownership percentages in such Restricted Subsidiary.
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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; provided that:
(a) the any Borrower or any Subsidiary may pay dividends in shares of its own Capital Stockcapital stock;
(b) any Subsidiary may pay cash dividends to the a Borrower;
(c) the Borrower may repurchase, redeem, retire or otherwise acquire Capital Stock of the Borrower or any Affiliate of the Borrower owned by employees of the Borrower or any Subsidiary may pay any other dividends or their assignees, estates and heirs, at a price distributions not in excess of fair market value determined in good faith otherwise permitted by the Board of Directors of the Borrower, in an aggregate amount not to exceed $4,000,000 during the term of this AgreementSection 10.6; and
(d) so long as provided that (i) the Borrowers and their Subsidiaries are in pro forma compliance with the covenants contained in Article IX (such pro forma compliance to be measured using the financial statements most recently delivered pursuant to Section 7.1(a) and (b) (it being agreed that no prior notices or deliveries to any party will be required as a condition to any such payment)) and (ii) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to the payment such dividends and distributions under this paragraph (c); and
(d) the Company may purchase, redeem, retire or would result therefrom 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 Borrowers and their Subsidiaries are in pro forma compliance with the covenants contained in Article IX (such pro forma compliance to be measured using the financial statements most recently delivered pursuant to Section 7.1(a) and (b) (it being agreed that no prior notices or deliveries to any party will be required as a condition to any such Restricted Payment)) and (ii) for a period no Default or Event of thirty (30) days prior to giving effect thereto Default shall have occurred and immediately be continuing both before and after giving 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 $15,000,000, 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)) in an aggregate amount during the term of this Agreement not to exceed at any time than the sum of (Y) $25,000,000 and (Z) twenty-five percent (25%) of the Consolidated Net Income of the Borrower for the period from January 1, 2005, through the end of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 8.1 at such time (taken as a single accounting period), if and only if the Consolidated Total Leverage Ratio is less than 1.50 to 1.00 at such timeRestricted Payment.
Appears in 1 contract
Samples: Credit Agreement (Belk Inc)
