Restricted Distributions and Payments, Etc. Declare or ------------------------------------------ make any Restricted Distribution or Restricted Payment; provided that, the Borrowers shall be permitted to redeem or repurchase outstanding High Yield Debt and the Senior Note Debt from the proceeds of an equity offering made in accordance with Section 5.9(b) provided (a) no Default or Event of Default exists before or after giving effect to such redemption or repurchase, (b) the Borrowers are in compliance with the covenants set forth in Section 12.1 on a pro forma basis after giving effect to such redemption or repurchase, and (c) prior to such redemption or repurchase the Borrowers' Agent shall deliver to the Agent a certificate of the Financial Officer (i) setting forth the calculations required to establish the Borrowers' pro forma compliance with the requirements of Section 12.1 after giving effect to such redemption or repurchase, and (ii) stating that no Default or Event of Default exists before or after giving effect to such redemption or repurchase; provided further, that to the extent that any Asset Disposition of Intellectual Property that is subject to a first priority Lien in favor of the Senior Note Trustee in accordance with the terms of the Trademark Intercreditor Agreement is permitted under this Agreement, the Borrowers shall be permitted to redeem or repurchase outstanding Senior Note Debt from the Net Proceeds of such Asset Disposition. Notwithstanding the above, the Borrowers shall also be permitted at any time to repurchase or redeem capital stock or other equity securities issued by such Borrowers, provided (a) the consideration paid by such Borrowers shall not exceed $7,000,000 in the aggregate during the term of this Loan Agreement, (b) no Default or Event of Default exists before or after giving effect to such repurchase, and (c) the Borrowers are in compliance with the covenants set forth in Section 12.1 on a pro forma basis after giving effect to such redemption or repurchase.
24. The Loan Agreement is hereby amended by deleting Section 12.13 and replacing it with the following:
Restricted Distributions and Payments, Etc. Declare or make any Restricted Distribution or Restricted Payment.
Restricted Distributions and Payments, Etc. Declare or make any Restricted Distribution or Restricted Payment, except that this SECTION 12.6 shall not apply to (1) repurchases of WinsLoew Capital Stock from former employees of WinsLoew or its Subsidiaries or independent sales representatives in an aggregate amount not to exceed $1,000,000 in any 12-month period, (2) provided that both immediately before and after making any such payment no Default or Event of Default exists, regularly scheduled payments of principal and interest on the Senior Subordinated Notes made in accordance with the provisions (including the subordination provisions) of the Senior Note Indenture, (3) fees paid to outside directors of WinsLoew and (4) provided that both immediately before and after making any such payment no Default or Event of Default exists, fees paid to Trivest II, Inc. in accordance with the provisions of SECTION 12.8.
Restricted Distributions and Payments, Etc. Declare or make any Restricted Distribution or Restricted Payment, PROVIDED that so long as no Default or Event of Default exists immediately before or after giving effect to any of the following, this SECTION 10.6 shall not prohibit (i) transactions permitted under SECTION 10.8, (ii) payments in kind and cash dividends with respect to Preferred Stock as provided on the Effective Date, (iii) the purchase, redemption or retirement for value of any shares of capital stock or Subordinated Debt of the Borrower in exchange for, or out of the net cash proceeds of a substantially concurrent issuance and sale (other than to a Subsidiary) of, common equity interests, or (iv) the issuance of capital stock upon the exercise of the Warrants or other options or warrants.
Restricted Distributions and Payments, Etc. The Borrowers shall not declare or make any Restricted Distribution or Restricted Payment, except that so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrowers may make payments on the Subordinated Indebtedness to the extent permitted by the Subordination Agreements or the other subordination provisions applicable thereto.
Restricted Distributions and Payments, Etc. Declare or make any Restricted Distribution or Restricted Payment, except that (a) any Subsidiary of the Borrower may make Restricted Distributions and Restricted Payments to the Borrower, and (b) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom and the Borrower has delivered to the Lender evidence of compliance with the financial covenants set forth in ARTICLE 10 on a pro forma basis after giving effect thereto, the Borrower may make payments on the Subordinated Indebtedness to the extent permitted by the subordination provisions applicable thereto.
Restricted Distributions and Payments, Etc. Declare or make any Restricted Distribution or Restricted Payment, except that so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may (a) make payments on the Subordinated Indebtedness (including "earn-out" payments due National Data Products, Inc. under Section 2.2 of the Asset Purchase Agreement dated as of November 17, 1994 among the Borrower, National Data Products, Inc. and the Shareholder Indemnitors named therein) to the extent permitted by the Subordination Agreements or the other subordination provisions applicable thereto, (b) make cash dividends and distributions, and redeem shares 42 48 of its capital stock for cash, in an aggregate amount not to exceed $1,000,000 in any fiscal year, if, immediately after making any such dividend, distribution or redemption, Availability equals or exceeds $1,000,000, and (c) convert any Subordinated Indebtedness into stock of the Borrower, provided no distribution of cash or other consideration (other than stock) is made to any such converting holder of Subordinated Indebtedness.
Restricted Distributions and Payments, Etc. Declare or make any Restricted Distribution or Restricted Payment which, when added to all other Restricted Distributions and Restricted Payments made in the same Fiscal Year of Heafxxx, xxuld exceed $2,000,000 (exclusive of payments in an aggregate amount not greater than 90 98 $1,500,000 made on or prior to the first anniversary of the Effective Date to employees of ITCO in respect of stock appreciation rights).
Restricted Distributions and Payments, Etc. Declare or make any Restricted Distribution or Restricted Payment in any Fiscal Year which, when added to all other Restricted Distributions, and Restricted Payments made in the same Fiscal Year of MasTec, would (subject to the provisions of Section 11.4(d)) exceed $25,000,000; provided, that after giving effect to any such payment, no Event of Default shall exist, Availability is at least equal to $35,000,000, and MasTec shall pay dividends (if any are declared) only in shares of its own capital stock.
Restricted Distributions and Payments, Etc. Declare or make any Restricted Distribution or Restricted Payment, except that this SECTION 12.6 shall not apply to (a) any Permitted Investment or (b) any Permitted Repurchases or (c) cash dividends on its capital stock declared and paid by Russell during any Fiscal Year in an amount not to exceed the sum of (i) $5,750,000 and (ii) an amount equal to the lesser of (A) 25% of Excess Cash Flow for such Fiscal Year and (b) $19,250,000, PROVIDED that, after giving effect on a pro forma basis to any such payment described in CLAUSES (a), (b) OR (c) above, no Default or Event of Default shall exist.
