Restricted Equity Payments. The Company will not during any calendar year (i) declare or pay any dividends on or make any other distributions in respect of any class of its capital stock or any warrant to acquire any such capital stock (other than dividends payable solely in its capital stock) or (ii) directly or indirectly or through any Subsidiary purchase, redeem or otherwise acquire or retire any of its capital stock or any warrant to acquire any such capital stock (except out of the proceeds of, or in exchange for, a substantially concurrent issue and sale of its capital stock) (each such non-excepted declaration or payment of any dividend, purchase, redemption, acquisition, retirement and distribution in respect to any such capital stock being herein collectively called a "Restricted Equity Payment") if at the time of such Restricted Equity Payment or immediately after giving effect thereto, (x) any Event of Default or Default shall occur or be continuing, (y) the amount of such non-excepted purchases, redemptions, retirements and distributions in respect to capital stock which are made during the period from and including the Second Amendment Effective Date to and including December 31, 2000, when aggregated with the aggregate consideration paid for all acquisitions closed during such period permitted under subsection (k) and calculated in accordance therewith to Section 10.10 hereof, would exceed $5,000,000 or (z) the amount of all Restricted Equity Payments made since the date hereof would exceed 50% of Consolidated Net Income for the period (taken as a single accounting period) commencing on the date hereof and terminating at the last fiscal quarter preceding the date of the Restricted Equity Payment at issue (provided that this clause (z) shall only apply on or after January 1, 2001). Notwithstanding the foregoing, this Section shall not apply to nor prohibit any (x) Permitted Company Redemption on or after January 1, 2002 or (y) payment in any one calendar quarter of a cash dividend aggregating not more than $500,000 in respect of the Company's common stock if at the time thereof and immediately after giving effect thereto, no Event of Default or Default shall occur or be continuing."

Restricted Equity Payments. The Borrower will not declare or make, or agree to pay or make, directly or indirectly, any Restricted Equity Payment, or incur any obligation (contingent or otherwise) to do so, except that (i) the Borrower may declare and pay dividends with respect to its capital stock payable solely in additional shares of its common stock, (ii) any Subsidiary may declare and pay dividends with respect to its capital stock and (iii) the Borrower may declare or make Restricted Equity Payments not permitted by the foregoing clauses so long as, (x) after giving effect to any Restricted Equity Payment made in reliance on this clause (iii), the aggregate amount of all Restricted Equity Payments made in any Fiscal Year (other than any Restricted Equity Payments made at any time the Ratings Condition is satisfied, before and after giving effect to such Restricted Equity Payments) does not exceed 12.5% of Consolidated EBITDA for the immediately preceding Fiscal Year and (y) after declaring any Restricted Equity Payment in reliance on this clause (iii), the aggregate amount of all Restricted Equity Payments declared in any Fiscal Year (other than any Restricted Equity Payments made at any time the Ratings Condition is satisfied, before and after giving effect to such Restricted Equity Payments) does not exceed 12.5% of Consolidated EBITDA for such Fiscal Year.

Restricted Equity Payments. Section 10.13 of the Credit Agreement shall be amended and restated and so amended shall be restated to read as follows:

Restricted Equity Payments. Except as set forth in subsection (c) below, the Acme Group will not, and will not permit any Subsidiary to, (i) declare or pay any dividends on or make any other distributions in respect of any series or class of its capital stock (other than dividends payable solely in its capital stock) or (ii) directly or indirectly or through any Subsidiary purchase, redeem or otherwise acquire or retire any of its capital stock (other than redemptions by the Company for not more than $120,000 in the aggregate on a cumulative basis relating to the preferred share purchase rights declared by the Company on July 15, 1994 and the Company's currently outstanding Junior Participating Preferred Stock, Series A) or any warrants, options or other rights to acquire any such capital stock (all of the foregoing non-excepted declarations, payments, distributions, purchases, redemptions, acquisitions and retirements by each member of the Acme Group and each of its Subsidiaries being referred to collectively herein as "Restricted Equity Payments").

Restricted Equity Payments. The Parent will not declare or make, or agree to pay or make, directly or indirectly, any Restricted Equity Payment, or incur any obligation (contingent or otherwise) to do so, except that (i) the Parent may declare and pay dividends with respect to its capital stock payable solely in additional shares of its capital stock, (ii) the Parent or a Subsidiary may purchase common stock or ADRs of the Parent, solely for the purpose of providing such stock or ADRs as compensation to employees of the Parent and its Subsidiaries pursuant to compensation plans of the Parent in the ordinary course of business, (iii) any Subsidiary may declare and pay dividends with respect to its capital stock and (iv) the Parent may declare or make Restricted Equity Payments not permitted by the foregoing clauses so long as, after giving effect to any Restricted Equity Payment made in reliance on this clause (iv), the aggregate amount of all Restricted Equity Payments made by the Parent in any Fiscal Year does not exceed €100,000,000 plus the CNI Growth Amount.

Related to Restricted Equity Payments

Permitted Equity Transfers Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or (c) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (a) and/or (b) above, (A) Lender shall receive not less than thirty (30) days prior written notice of such transfers, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; (C) after giving effect to such transfers, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Control Borrower and any SPE Component Entity and (III) control the day-to-day operation of the Property; (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable equity transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; and (G) after giving effect to such transfer, the Guarantor Control Condition shall be satisfied. Notwithstanding the above, a Sponsor Level Pledge shall be permitted hereunder (and a Sponsor Level Pledge may be effected without the consent or approval of Lender) so long as any transfers made in connection therewith (exclusive of the actual grant of the Sponsor Level Pledge) comply with all other applicable provisions hereof (including, without limitation and as applicable, the foregoing provisions of this paragraph). Upon request from Lender, Borrower shall promptly provide Lender a revised version of the organizational chart delivered to Lender in connection with the Loan reflecting any equity transfer consummated in accordance with this Section 6.3.
Restricted Payments Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:
Restricted Payments, etc On and at all times after the Effective Date:
Restricted Payments; Restrictive Agreements (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $2,000,000 in any fiscal year, (iii) the Borrower may make Restricted Payments to Holdings (x) in an amount not to exceed $500,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) if Borrower is a member of a consolidated, combined or unitary group of which Borrower is not the common parent, in an amount necessary to pay the Tax liabilities of the common parent (the “Common Parent”) of the consolidated, combined or unitary group of which Borrower is not the common parent directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, state and local taxes were the Borrower and the Subsidiaries to pay such taxes as members of a consolidated, combined or unitary group of which Borrower is the common parent and (B) all Restricted Payments made to Holdings pursuant to this clause (iii) are used by Holdings to make Restricted Payments as specified in clause (iv) within 20 days of the receipt thereof and (iv) if Borrower is a member of a consolidated, combined or unitary group of which Borrower is not the common parent, then Holdings may make Restricted Payments to the Common Parent (x) in an amount not to exceed $500,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by the Common Parent in the ordinary course of business and (y) in an amount necessary to pay the Tax liabilities of the Common Parent directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, state and local taxes were the Borrower and the Subsidiaries to pay such taxes as members of a consolidated, combined or unitary group of which Borrower is the common parent and (B) all Restricted Payments made to the Common Parent pursuant to this clause (iv) are used by the Common Parent for the purposes specified herein within 20 days of the receipt thereof.
Restrictions on Subsidiary Payments to the Company 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 Time of Sale Disclosure Package and the Prospectus.
Restricted Junior Payments No Credit Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment except that:
Restricted Distributions Notwithstanding any provision to the contrary contained in this Agreement, neither the Partnership nor the General Partner, on behalf of the Partnership, shall make a distribution to any Holder if such distribution would violate the Act or other applicable law.
Subordinated Disposition Fee If the Advisor or an Affiliate provides a substantial amount of the services (as determined by a majority of the Independent Directors) in connection with the Sale of one or more Properties, the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii) 3% of the sales price of such Property or Properties. The Subordinated Disposition Fee will be paid only if Stockholders have received total Distributions in an amount equal to the sum of their aggregate Invested Capital and their aggregate Stockholders' 8% Return. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be accrued and paid at such time as the subordination conditions have been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions paid to all Persons by the Company shall not exceed an amount equal to the lesser of (i) 6% of the Contract Sales Price of a Property or (ii) the Competitive Real Estate Commission. In the event this Agreement is terminated prior to such time as the Stockholders have received total Distributions in an amount equal to 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8% Return through the Termination Date, an appraisal of the Properties then owned by the Company shall be made and the Subordinated Disposition Fee on Properties previously sold will be deemed earned if the Appraised Value of the Properties then owned by the Company plus total Distributions received prior to the Termination Date equals 100% of Invested Capital plus an amount sufficient to pay the Stockholders' 8% Return through the Termination Date. Upon Listing, if the Advisor has accrued but not been paid such Subordinated Disposition Fee, then for purposes of determining whether the subordination conditions have been satisfied, Stockholders will be deemed to have received a Distribution in the amount equal to the product of the total number of Shares outstanding and the average closing price of the Shares over a period, beginning 180 days after Listing, of 30 days during which the Shares are traded.
Indebtedness Payments (i) Prepay, redeem, purchase, defease or otherwise satisfy in any manner prior to the scheduled repayment thereof any Indebtedness for borrowed money (other than amounts due under this Agreement or due any Lender) or lease obligations, (ii) amend, modify or otherwise change the terms of any Indebtedness for borrowed money or lease obligations so as to accelerate the scheduled repayment thereof or (iii) repay any notes to officers, directors or shareholders.
No Restricted Junior Payments As of and following the Closing Date, 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 Junior Payment or agreed to do so except as permitted pursuant to Section 6.4.

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