No Restricted Payments. Neither Holdings nor any of its Subsidiaries has directly or indirectly declared, ordered, paid or made, or set apart any sum or property for, any Restricted Payment or agreed to do so except as permitted pursuant to Section 6.5.
No Restricted Payments. Make any payment to or for the benefit of CBII (including, without limitation, a payment to CBII to permit CBII to pay its obligations, a payment to any holders of obligations of CBII or to any trustee or agent for holders of obligations of CBII or a payment on or with respect to any obligation which is subordinated to any or all of the Obligations) or any Restricted Payment, other than (a) a payment to CBI or any Subsidiary of CBI, provided, however, that any Subsidiary may make cash dividends with respect to its common equity to entities that are not Subsidiaries or Affiliates of CBI in an aggregate amount for all Subsidiaries not to exceed $300,000 per annum as long as any such cash dividend is simultaneously paid, on a pro rata basis (based upon each Person’s equity ownership in such Subsidiary) to all holders of such Subsidiary’s equity, (b) cash dividends, distributions or payments to make tax sharing payments in accordance with the CBII tax sharing arrangements as described in Schedule 9.6 hereto in an amount which is not in excess of the amount which the Person making such payment would have been liable to pay the applicable taxing authorities had it not been filing a consolidated tax return with CBII or a party to such tax sharing arrangement, (c) payments of Unallocated CBII Overhead in any fiscal year in a maximum amount of $49,000,000, (d) payments of Allocated CBII Overhead in any fiscal year in a maximum amount of the difference of (i) $46,000,000 less (ii) the payments made by CBI in respect of certain contractual obligations to vendors and service providers relating to normal operations that CBI has assumed from CBII with the consent of the Existing Required Lenders, (e) payments to CBII of amounts up to an amount equal to the aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds, minus the aggregate amount invested pursuant to clauses (xxx) and (xxxi) of the definition of “Permitted Investments” minus, without duplication, the aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds applied, directly or indirectly, to repay Loans; provided, that promptly upon CBII’s receipt of such Net Cash Proceeds from Second Amendment Sales or such CPF Sale Proceeds, CBII uses the full amount it receives thereof to purchase, redeem, retire or defease CBII Bonds (including the payment of any applicable fees or commissions), as long as (i) at the time of such payments and immediately...
No Restricted Payments. No subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company, except as described in or contemplated by the Registration Statement, Disclosure Package and Prospectus (exclusive of any supplement thereto).
No Restricted Payments. Since August 14, 2013, neither Holdings nor any of its Subsidiaries has directly or indirectly declared, ordered, paid or made, or set apart any sum or property for, any Restricted Payment or agreed to do so, except for purchases, redemption or other acquisition of the Company’s common stock required in connection with the forfeiture, exercise or vesting of any stock option outstanding on August 14, 2013 or issued after August 14, 2013 in accordance with the requirement of the Merger Agreement or as permitted pursuant to Section 7.11, as disclosed in financial statements previously delivered to Administrative Agent, or as contemplated by the transactions contemplated by the Loan Documents.
No Restricted Payments. Make a Restricted Payment, other than (i) to pay dividends from any Subsidiary to any Full Recourse Credit Party and (ii) Permitted Restricted Payments.
No Restricted Payments. No Borrower shall, or shall permit any of its ---------------------- Subsidiaries to, directly or indirectly make any Restricted Payment, provided, that:
(a) any wholly-owned Subsidiary of any Borrower may declare and pay dividends and make other distributions to such Borrower;
(b) Parent may repurchase issued and outstanding Capital Securities of Parent (or options to purchase Capital Securities of Parent), so long as immediately before and after giving effect thereto, (i) no Event of Default shall have occurred and be continuing; (ii) the lesser at such time of (x) the Line of Credit and (y) the Borrowing Base minus, in each case, Total Exposure, shall not be less than $25,000,000, and (iii) the aggregate amount of such Restricted Payments do not exceed (x) $2,000,000 during the twelve (12) Fiscal Month period ending on the last day of the Fiscal Quarter immediately preceding the Fiscal Quarter in which such Restricted Payment is made or (y) $600,000 during any period of three (3) Fiscal Months ending during such twelve (12) Fiscal Month period; or, if the ratio of Consolidated Total Indebtedness, as determined as of the last day of the Fiscal Quarter immediately preceding the Fiscal Quarter in which such Restricted Payment is made, to Consolidated EBITDA for the twelve (12) Fiscal Month period ending on such date, is greater than 3.5 to 1.0, the aggregate amount of such Restricted Payments shall not exceed (x) $1,000,000 during the twelve (12) Fiscal Month period ending on the last day of the Fiscal Quarter immediately preceding the Fiscal Quarter in which such Restricted Payment is made or (y) $400,000 during any period of three (3) Fiscal Months ending during such twelve (12) Fiscal Month period; and
(c) Parent may make regularly scheduled payments of interest under the Subordinated Notes, at the respective times and in the respective amounts required under the Subordinated Note Indenture, to the extent permitted pursuant to Article 10 of the Subordinated Note Indenture. ----------
No Restricted Payments. No Obligor may make a Restricted Payment until the Calculation Date after the Trigger Event is cured and provided that no Trigger Event is then subsisting.
No Restricted Payments. Make any payment or take any other action constituting (i) any direct or indirect purchase or other acquisition by the Borrower of Equity Interests of any other Person, or any direct or indirect loan, advance (other than advances to employees for moving and travel expenses, drawing accounts and expenditures in the ordinary course of business) or capital contribution by the Borrower to any other Person, including all debt and any Obligation of any sort, and/or (ii) a payment or prepayment on account of, or the setting apart of assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of subordinated debt, either directly or indirectly, whether in cash or in property or in obligations of any Person.
No Restricted Payments. No subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company, except as described in or contemplated by the Registration Statement, Disclosure Package and Prospectus (exclusive of any supplement thereto). Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
No Restricted Payments. No Credit Party shall, or shall not permit any of its Subsidiaries to, directly or indirectly make any Restricted Payment; provided, that, notwithstanding the foregoing:
(a) any Subsidiary of a Borrower may declare and pay dividends and other distributions to any Borrower;
(b) Parent may make regularly scheduled payments of principal and interest under the Existing Subordinated Notes, as in effect on the date hereof, so long as (i) before and after giving effect thereto, no Default or Event of Default exists, (ii) such payment constitutes a Permitted Existing Noteholder Payment, and (iii) such payment is otherwise permitted pursuant to the applicable Existing Note Subordination Agreement;
(c) Parent may make regularly scheduled payments of principal and interest under the DD Subordinated Note, as in effect on the date hereof, so long as (i) before and after giving effect thereto, no Default or Event of Default exists, (ii) such payment constitutes a Permitted DD Note Payment, and (iii) such payment is otherwise permitted pursuant to the DD Note Subordination Agreement;
(d) Parent may make payments pursuant to Sections 2.2(c) and 2.5 of the USVD Acquisition Agreement, so long as (i) before and after giving effect thereto, no Default or Event of Default exists, (ii) such payment constitutes a Permitted USVD Seller Payment, and (iii) such payment is otherwise permitted pursuant to the USVD Seller Subordination Agreement;
(e) USVD make payments to Inter-Tel Integrated Systems, Inc. and Inter-Tel, Incorporated, so long as (i) before and after giving effect thereto, no Default or Event of Default exists, and (ii) such payment is otherwise permitted pursuant to the Inter-Tel Subordination Agreement; and
(f) any Credit Party may declare and pay dividends and other distributions to holders of its Capital Securities, payable solely in its common stock, to the extent that (except in the case of such dividends or other distributions made by Parent) such common stock is pledged to Lender as collateral security for the Obligations in accordance with the terms and provisions of the respective Collateral Documents.
