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.
Sample 1Sample 2
AutoNDA by SimpleDocs
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.
Sample 1Sample 2
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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
AutoNDA by SimpleDocs
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.
Sample 1

Related to Restricted Dividend Payments and Purchases, Etc

  • Dividend Payments The Reinsurer will not reimburse the Company for dividends paid to policyholders.

  • Dividends, Distributions and Payments So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make liquidation payment with respect to, any of the Guarantor's capital stock or (b) make any payment of principal of or any interest or premium on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension Period, (ii) as a result of an exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or any class of series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversions or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

  • No Prohibition on Subsidiaries from Paying Dividends or Making Other Distributions No subsidiary of the Company 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 Prospectus.

  • 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 The Borrowers shall not, and shall not permit any of their Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its shares of capital stock or partnership or limited liability company interest or on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor) or partnership or limited liability company interests, except

  • Adjustment for Common Stock Dividends and Distributions If the Company, at any time or from time to time after the Original Issue Date while this Warrant remains outstanding makes, or fixes 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, in each such event the Exercise Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Exercise Price then in effect by a fraction (i) the numerator of which is 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 (ii) the denominator of which is 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, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date, and thereafter the Exercise Price shall be adjusted pursuant to this Section 3.1(a)(ii) to reflect the actual payment of such dividend or distribution.

  • 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:

  • Adjustments for Dividends, Distributions, Stock Splits, Etc (1) In case the Company shall pay or make a dividend or other distribution on any class of Common Stock of the Company in Common Stock, the Settlement Rate in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be increased by dividing such Settlement Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (1), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!