Restricted Dividend Payments and Purchases, Etc Sample Clauses

Restricted Dividend Payments and Purchases, Etc. Declare or make any Restricted Dividend Payment, Restricted Payment or Restricted Purchase.
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Restricted Dividend Payments and Purchases, Etc. Declare or make any Restricted Distribution or Restricted Payment, except that in each Fiscal Year during the term hereof, Trism may (i) redeem or purchase from its employees shares of Trism capital stock in an aggregate amount during the term hereof not to exceed $300,000 and (ii) redeem, purchase or prepay Subordinated Indebtedness prior to any stated maturity date or prior to the due date of any scheduled installment or amortization payment with respect thereto (collectively, a "Prepayment") in an amount up to $10,000,000 per Fiscal Year, not to exceed $5,000,000 per Fiscal Quarter, provided that (a) the Adjusted Net Worth before and after giving effect to any proposed Prepayment of the Subordinated Indebtedness is not less than $105,000,000 and (b) the Borrowers' Borrowing Base Availability both before and after giving effect to the Prepayment of the Subordinated Indebtedness exceeds an amount equal to the sum of (x) $8,000,000 plus (y) the aggregate amount of the Borrowers' accounts payable sixty (60) days or more past due plus (z) without duplication with respect to clause (y) hereof, the aggregate amount of the Borrowers' accounts payable ninety (90) days or more past the invoice date and (c) no Default or Event of Default exists or is continuing or will occur as a result of the Prepayment. Subject to the foregoing conditions and limitations, the Borrowers may elect to make a Prepayment of the Subordinated Indebtedness by providing prior written notice thereof which shall contain a certificate of a Financial Officer certifying (y) that the Borrowers' consolidated Adjusted Net Worth and the Borrowing Base Availability comply with the requirements set forth in the immediately preceding sentence and (z) that no Default or Event of Default exists or is continuing or will occur as a result of the Prepayment.
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Restricted Dividend Payments and Purchases, Etc. Declare or make, or permit any Restricted Subsidiary to declare or make, any Restricted Dividend Payment, Restricted Payment or Restricted Purchase, except that this Section 11.5 shall not apply to (a) dividends or distributions by a Subsidiary to the Borrower or the repayment by a Subsidiary to the Borrower of any loans or advances from the Borrower to such Subsidiary or (b) provided that no Default or Event of Default has occurred and is continuing at the time of such Restricted Purchase or Restricted Payment and that immediately after giving effect thereto, Availability on a pro forma basis is not less than $10,000,000, (i) Restricted Purchases of the Borrower's capital stock from former officers and employees of the Borrower (or from their heirs or executors or from trusts created by any such former officer or employee) in an aggregate amount not to exceed $10,000,000 or (ii) Restricted Payments arising from purchases by the Borrower of up to (A) $15,000,000 in principal amount of its Senior Subordinated Notes in accordance with the terms of any Swap and (B) an additional $10,000,000 principal amount of its Senior Subordinated Notes.
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Restricted Dividend Payments and Purchases, Etc. Declare or make any Restricted Distribution or Restricted Payment, except that in each Fiscal Year during the term hereof, the Borrowers may (a) buy or sell Trailers in the ordinary course of their respective businesses, as provided for under Section 8.14(b) hereof, and (b) prepay, in the ordinary course of business, obligations arising under Operating Leases, Capitalized Leases and Purchase Money Indebtedness; provided, however notwithstanding anything to the contrary contained in this Section 11.6, no Restricted Payment shall be made in the event an Availability Shortfall exists.
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Restricted Dividend Payments and Purchases, Etc. Declare or make any Restricted Dividend Payment, Restricted Payment or Restricted Purchase; provided, however, Kellxxxxx xxx make the following payments: (a) payments of retainers and advisory fees to Helix Capital, and (b) payment of management fees to Zivi R. Nxxxxx xx to any Person wholly owned by Zivi R. Nxxxxx, xxrsuant to the then-effective management agreement by and between Kellxxxxx xxx Zivi R. Nxxxxx.
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Restricted Dividend Payments and Purchases, Etc. Declare or make any Restricted Dividend Payment, Restricted Payment or Restricted Purchase, EXCEPT that this SECTION 12.6 shall not apply to Permitted Subchapter S Distribution or to the AAA Distribution or, after completion of the IPO, to the payment of cash dividends on outstanding common stock of the Borrower.
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Restricted Dividend Payments and Purchases, Etc. Declare or make any Restricted Dividend Payment, Restricted Payment or Restricted Purchase; PROVIDED that Tultex may repurchase and redeem all or any portion of the Bonds from the proceeds of Asset Dispositions of assets other than Bank Priority Collateral to the extent permitted under SECTIONS 4.9 and 11.7; PROVIDED FURTHER that Tultex may repurchase and redeem all or any portion of the Bonds as long as (a) immediately after giving effect to any such repurchase or redemption, and any Loan made in connection therewith, (i) no Default or Event of Default exists, (ii) Availability equals or exceeds $25,000,000 (after disbursements and advances, and with all obligations of the Obligors current based on terms agreed to or acquiesced in by vendors and consistent with the Obligors' usual payment practices), (iii) the Obligors are in pro forma compliance with each of the financial covenants set forth in SECTION 11.1, (b) the repurchase price paid for such repurchased or redeemed Bonds shall not in the aggregate exceed 75% of the outstanding principal amount of such Bonds, and (c) prior to making any such repurchase or redemption the Borrowers' Agent shall deliver to the Agent a certificate of the Financial Officer confirming the accuracy of the items set forth in CLAUSE (A) above.
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Restricted Dividend Payments and Purchases, Etc. Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, declare or make any Restricted Dividend Payment, Restricted Payment or Restricted Purchase, provided that Borrower may make scheduled payments-in-kind of dividends on GNI's preferred stock so long as no Default or Event of Default is in existence as of the date of such dividend both with and without giving effect to the 99 106 payment thereof and provided, further, so long as no Default exists, any Borrower other than GNI may make Restricted Payments to GNI.
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Related to Restricted Dividend Payments and Purchases, Etc

  • Stock Dividends, Distributions, Etc If, while this Pledge Agreement is in effect, Pledgor becomes entitled to receive or receives any securities or other property in addition to, in substitution of, or in exchange for any of the Pledged Shares (whether as a distribution in connection with any recapitalization, reorganization or reclassification, a stock dividend or otherwise), Pledgor shall accept such securities or other property on behalf of and for the benefit of the Company as additional security for Pledgor's obligations under the Note and shall promptly deliver such additional security to the Company together with duly executed forms of assignment, and such additional security shall be deemed to be part of the Pledged Shares hereunder.

  • Dividends and Related Distributions Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to make or pay, or agree to become or remain liable to make or pay, any Restricted Payment unless no Material Event of Default exists or would be caused thereby, except (a) dividends or other distributions payable to a Loan Party or a Non-Loan Party Subsidiary, provided that Loan Parties may only make dividends and distributions to Non-Loan Party Subsidiaries to the extent a dividend or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; (b) dividend payments or other distributions payable solely in the common stock or other common equity interests of such Person; (c) in the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) of the Company or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Company or any Subsidiary; (d) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days of the date of declaration thereof; and (f) other Restricted Payments in an aggregate amount not to exceed $5,000,000.00 in any fiscal year; subject, in each case, to compliance with Section 7.2.9.

  • Restriction on Dividends and Repurchases (a) Prior to the earlier of (x) the third anniversary of the Closing Date and (y) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company or any Company Subsidiary (other than (i) regular quarterly cash dividends of not more than the amount of the last quarterly cash dividend per share declared or, if lower, announced to its holders of Common Stock an intention to declare, on the Common Stock prior to November 17, 2008, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction, (ii) dividends payable solely in shares of Common Stock, (iii) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (iv) dividends or distributions by any wholly-owned Company Subsidiary or (v) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008). (b) During the period beginning on the third anniversary of the Closing Date and ending on the earlier of (i) the tenth anniversary of the Closing Date and (ii) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (A) pay any per share dividend or distribution on capital stock or other equity securities of any kind of the Company at a per annum rate that is in excess of 103% of the aggregate per share dividends and distributions for the immediately prior fiscal year (other than regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares); provided that no increase in the aggregate amount of dividends or distributions on Common Stock shall be permitted as a result of any dividends or distributions paid in shares of Common Stock, any stock split or any similar transaction or (B) pay aggregate dividends or distributions on capital stock or other equity securities of any kind of any Company Subsidiary that is in excess of 103% of the aggregate dividends and distributions paid for the immediately prior fiscal year (other than in the case of this clause (B), (1) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (2) dividends or distributions by any wholly-owned Company Subsidiary, (3) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008) or (4) dividends or distributions on newly issued shares of capital stock for cash or other property. (c) Prior to the earlier of (x) the tenth anniversary of the Closing Date and (y) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, redeem, purchase or acquire any shares of Common Stock or other capital stock or other equity securities of any kind of the Company or any Company Subsidiary, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than (i) redemptions, purchases or other acquisitions of the Preferred Shares and Warrant Shares,

  • Adjustment for Certain Dividends and Distributions In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

  • Dividends, Distributions and Redemptions To enable each Fund to pay dividends or other distributions to shareholders of each such Fund and to make payment to shareholders who have requested repurchase or redemption of their shares of each such Fund (collectively, the "Shares"), the Custodian shall release cash or Securities insofar as available. In the case of cash, the Custodian shall, upon the receipt of Instructions, transfer such funds by check or wire transfer to any account at any bank or trust company designated by each such Fund in such Instructions. In the case of Securities, the Custodian shall, upon the receipt of Special Instructions, make such transfer to any entity or account designated by each such Fund in such Special Instructions.

  • Dividends, Distributions, Redemptions, and Repurchases Notwithstanding any other provisions of this Declaration of Trust, including, without limitation, Article VI, no dividend or distribution including, without limitation, any distribution paid upon dissolution of the Trust or of any Series with respect to, nor any redemption or repurchase of, the Shares of any Series or class shall be effected by the Trust other than from the assets held with respect to such Series, nor, except as specifically provided in Section 7 of this Article III, shall any Shareholder of any particular Series otherwise have any right or claim against the assets held with respect to any other Series or the Trust generally except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series. The Board of Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders.

  • Stock Dividends and Stock Splits If the Company, at any time while this Debenture is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

  • Restriction on Redemption and Cash Dividends So long as any Notes are outstanding, the Company shall not, directly or indirectly, redeem, or declare or pay any cash dividend or distribution on, any securities of the Company without the prior express written consent of the Buyers.

  • Dividends and Distributions in Cash, Shares, etc Upon the timely receipt by the Depositary of a notice from the Company that it intends to make a distribution of a cash dividend or other cash distribution, the Depositary shall establish an ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon receipt of confirmation from the Custodian of receipt of any cash dividend or other cash distribution on any Deposited Securities, or upon receipt of proceeds from the sale of any Deposited Securities or of any entitlements held in respect of Deposited Securities under the terms of the Deposit Agreement, the Depositary will (i) if at the time of receipt thereof any amounts received in a Foreign Currency can in the judgment of the Depositary (upon the terms of Section 4.8 of the Deposit Agreement), be converted on a practicable basis into Dollars transferable to the United States, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (upon the terms of Section 4.8 of the Deposit Agreement), (ii) if applicable and unless previously established, establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement, and (iii) distribute promptly the amount thus received (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributed shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders of ADSs outstanding at the time of the next distribution. If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders on the ADSs representing such Deposited Securities shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental authority. Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary upon request. The Depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable Holders and Beneficial Owners of ADSs until the distribution can be effected or the funds that the Depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States. Upon the timely receipt by the Depositary of a notice from the Company that it intends to make a distribution that consists of a dividend in, or free distribution of Shares, the Depositary shall establish an ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary shall either (i) subject to Section 5.9 of the Deposit Agreement, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interest in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b) taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms set forth in Section 4.1 of the Deposit Agreement.

  • Stock Dividends and Distributions In case the Company shall pay a dividend in, or make a distribution of, shares of Common Stock or of the Company's capital stock convertible into Common Stock, the Exercise Price shall forthwith be proportionately decreased. An adjustment made pursuant to this Section 8.2 shall be made as of the record date for the subject stock dividend or distribution.

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