Restricted Distributions and Payments, Etc Sample Clauses
Restricted Distributions and Payments, Etc. Declare or ------------------------------------------- make any Restricted Distribution or Restricted Payment; provided that, Lessee 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 the Revolving Loan Agreement, provided (a) no Potential -------- Event of Default or Event of Default exists before or after giving effect to such redemption or repurchase, (b) Lessee is in compliance with the covenants set forth in Section 5.20 on a pro forma basis after giving ------------ effect to such redemption or repurchase, and (c) prior to such redemption or repurchase Lessee shall deliver to the Agent a certificate of the Financial Officer (i) setting forth the calculations required to establish Lessee's pro forma compliance with the requirements of Section 5.20 after ------------ giving effect to such redemption or repurchase, and (ii) stating that no Potential Event of 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 Master Agreement, Lessee shall be permitted to redeem or repurchase outstanding Senior Note Debt from the Net Proceeds of such Asset Disposition. Notwithstanding the above, Lessee shall also be permitted at any time to repurchase or redeem capital stock or other equity securities issued by Lessee, provided (a) the consideration paid by Lessee -------- shall not exceed $7,000,000 in the aggregate during the term of this Master Agreement, (b) no Potential Event of Default or Event of Default exists before or after giving effect to such repurchase, and (c) Lessee is in compliance with the covenants set forth in Section 5.20 on a pro forma ------------ basis after giving effect to such redemption or repurchase.
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, 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. 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. 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 by adding at the end of the first sentence (immediately before the period following the phrase "would at all times have been greater than $10,000,000"), the following new clause (iii): , or (iii) acquisition by the Borrower of the Treasury Stock
Restricted Distributions and Payments, Etc. Declare or make any Restricted Distribution or Restricted Payment, provided, however, that so long as no Default or Event of Default has occurred and is continuing or would exist after giving effect thereto,
(a) any Debt owing by any Subsidiary to another Subsidiary, may be repaid,
(b) any wholly owned Subsidiary may pay cash dividends to the Borrower, and
(c) Syratech may pay management fees to Xxx and its Affiliates not in excess of $450,000 in the aggregate in any Fiscal Year.
Restricted Distributions and Payments, Etc. Declare or make any Restricted Distribution or Restricted Payment, other than (a) the making of any dividend or distribution to a Borrower, and (b) the payment of Permitted Management Fees if no Event of Default exists or will result therefrom.
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 this SECTION 12.6 shall not apply to any Permitted Investment or to cash dividends on its capital stock declared and paid by Xxxxxxx in respect of any Fiscal Year in an amount not to exceed the sum of (a) $5,750,000, and (b) an amount equal to the lesser of (i) 25% of Excess Cash Flow for such Fiscal Year and (ii) $19,250,000, PROVIDED that, after giving effect on a pro forma basis to any such payment, no Default or Event of Default shall exist.