Restricted Payments and Investments. (a) The Credit Parties will not, directly or indirectly, make any Restricted Payment, except:
(i) the declaration and payment of dividends and distributions by a Wholly-owned Subsidiary of any Credit Party on its Capital Stock to such Credit Party (other than the Parent);
(ii) Restricted Payments made on or about the Closing Date pursuant to the Transaction Documents;
(iii) the Issuer may distribute the Development Assets to the Parent on the Closing Date;
(iv) Issuer may pay cash dividends to the Parent, so long as (x) there shall exist no Default or Event of Default (both before and immediately after giving effect to the payment thereof), (y) the proceeds thereof are promptly used by Parent to pay operating expenses and other similar corporate overhead costs and expenses (but excluding in any event any costs, expenses, or losses relating to Development Assets) and (z) the aggregate amount of dividends paid by the Issuer in any fiscal year of Parent pursuant to this clause (iv) does not exceed $100,000;
(v) the Issuer may pay cash dividends to the Parent in the amounts and at the times of any payment by the Parent in respect of taxes, provided that (x) the amount of cash dividends paid pursuant to this clause (v) to enable the Parent to pay federal income taxes at any time shall not exceed the lesser of (1) the amount of such federal income taxes owing by the Parent at such time for the respective period and (2) the amount of such federal income taxes owing by the Issuer and its Subsidiaries on a consolidated basis for such period if determined without regard to the Parent's ownership of the Issuer and (y) any refunds shall promptly be returned by the Parent to the Issuer;
(vi) the Parent may pay regularly accruing dividends with respect to Seller Preferred Stock through the issuance of additional shares of Seller Preferred Stock (but not in cash) in accordance with the terms of the documentation governing the same;
(vii) the Parent may pay regularly accruing dividends with respect to the Series A Preferred Stock through an increase in the aggregate liquidation preference of the outstanding Series A Preferred Stock by the amount of the accumulated dividends thereunder (but not in cash) in accordance with the terms of the Series A Preferred Stock Documents; and
(viii) any Subsidiary of the Issuer that is not a Wholly-owned Subsidiary may pay cash dividends to its shareholders or partners generally, so long as the Issuer or its respective Subsidiary which o...
Restricted Payments and Investments. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness (other than the Notes) whether by way of payment in respect of principal of (or premium, if any) or interest on, such Indebtedness or make any Investment, as applicable, if at the time such payment with respect to such Indebtedness and/or Investment, as applicable, is due or is otherwise made or, after giving effect to such payment, (i) an event constituting an Event of Default has occurred and is continuing or (ii) an event that with the passage of time and without being cured would constitute an Event of Default has occurred and is continuing.
Restricted Payments and Investments. Any Borrower or any Subsidiary may make Investments permitted by Section 8.08 and Restricted Payments permitted by Section 8.09.
Restricted Payments and Investments. (i) Declare or pay, directly or indirectly, or otherwise make any Restricted Payment or set apart any sum for the aforesaid purposes or (ii) purchase or make any Investments, except:
(a) Permitted Acquisitions;
(b) any Investment to the extent made in exchange for the issuance of Equity Interests (other than Redeemable Stock) of the Borrower;
(c) any Investment made (x) in any “air carrier” (as defined in Section 40102 of Title 49) that is a member of the SkyTeam Alliance or with which the Borrower or any Subsidiary which is an “air carrier” (as defined in Section 40102 of Title 49) has a code-sharing arrangement or (y) in JFK IAT LLC;
(d) dividends or other distributions or transfers to the Borrower or another Guarantor;
(e) dividends or other distributions by any Guarantor to any other holder of its equity on a pro rata basis;
(f) dividends in the form of capital stock or increases in the aggregate liquidation value of any preferred stock;
(g) repurchases of Equity Interests deemed to occur upon (i) the exercise of stock options if the Equity Interests represent a portion of the exercise price thereof or (ii) the withholding of a portion of Equity Interests issued to (A) employees under the Plan of Reorganization and (B) employees and other participants under an equity compensation program of the Borrower or its Subsidiaries, in each case to cover withholding tax obligations of such persons in respect of such issuance;
(h) dividends on or repurchases of Equity Interests or Investments made with the proceeds from the issuance of additional Equity Interests or subordinated Indebtedness permitted hereunder, provided that no Event of Default shall have occurred and be continuing at the time of payment of such dividend;
(i) Restricted Payments made pursuant to stock option plans, other benefit plans or other arrangements for management or employees of the Borrower and its Subsidiaries in a maximum aggregate amount not to exceed $10,000,000 in any twelve-month period;
(j) Restricted Payments to allow the cash payment in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants or (ii) the conversion or exchange of Equity Interests of any such Person;
(k) ownership by the Borrower and the Guarantors of the capital stock of each of the Subsidiaries subject in each case to Section 6.02;
Restricted Payments and Investments. The Company will not, and will not permit any Restricted Subsidiary to, make any Restricted Payment or Restricted Investment if at the time of making the same and after giving effect thereto (A) any Default or Event of Default exists or would exist or (B) the Net Amount of Restricted Payments and Investments would exceed the sum of (1) $75,000,000, plus (2) the greater of (i) 50% of the Net Income (if positive ) of the Company and its Restricted Subsidiaries for each fiscal year subsequent to December 31, 2000 (the “Net Income Account”), provided, that, if Net Income of the Company and its Restricted Subsidiaries for any fiscal year subsequent to December 31, 2000 shall be negative, 50% of such negative amount shall be subtracted from the Net Income Account, but only to the extent, if any, that the Net Income Account exceeds zero, and (ii) $25,000,000 for each fiscal year subsequent to December 31, 2000, plus (3) the Net Issuance Proceeds of any New Equity issued after the date hereof. For purposes of the foregoing, the “Net Amount of Restricted Payments and Investments” as of any date of determination shall mean the sum of all Restricted Payments and Restricted Investments (valued at cost) made after December 31, 2000 made by the Company and its Restricted Subsidiaries, less any return of capital (but not any earnings thereon) received by the Company or any Restricted Subsidiary in respect of any such Restricted Investment.
Restricted Payments and Investments. The provisions of the New Notes Indenture regarding Restricted Payments and Permitted Investments shall be consistent with the terms of the Existing Notes Indenture except as follows: • The general Restricted Payments basket (Section 4.07(b)(xiv) under the Existing Notes Indenture) shall be $10,000,000; provided, that the amount available under the general Restricted Payments basket shall increase by the amount of Cash Tender Cap not used in connection with the Cash Tender Option. • The amount of Equity Interests permitted to be repurchased from officers, directors and employees (Section 4.07(b)(v) under the Existing Notes Indenture) shall be reduced to $1,000,000 (from $5,000,000) in any twelve-month period and the amount of unutilized capacity from the preceding twelve-month period available for carry over into the next twelve-month period shall be reduced to $1,000,000 (from $5,000,000).In addition, the Company shall be permitted to make all payments of interest on the non-exchanged Existing Notes and of principal and accrued interest upon the maturity date of the non-exchanged Existing Notes.Any repurchase, redemption, defeasance or other acquisition or retirement for cash of the Existing Notes, in each case at the option of the Company, occurring on or after the date of the New Notes Indenture constituting a Restricted Payment shall be for consideration in an aggregate principal amount not to exceed 55% of par, plus accrued and unpaid interest thereon. The Company shall not voluntarily repurchase, redeem, defease or otherwise acquire or retire Existing Notes after the date of the New Notes Indenture from holders known by the Company to be affiliates unless such repurchase, redemption, defeasement, acquisition or retirement is made available to all holders of the Existing Notes on the same basis.
Restricted Payments and Investments. (a) No Obligor will directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Payment; PROVIDED, THAT, the foregoing shall not restrict or prohibit dividends or distributions by the Issuer or the Parent at such times or in such amounts as are necessary to permit (i) the pro rata distribution by an Obligor of Net Cash Proceeds received by such Obligor from the sale of any partial hospitalization assets to the Issuer and/or the Parent and the holders of the minority ownership interest in such Obligor, or (ii) a distribution by the Issuer to the Parent in an amount not to exceed $100,000 in any one Fiscal Year for reasonable out of pocket operating costs and expenses. [EXECUTION COPY]
(b) No Obligor will acquire any assets other than in the ordinary course of business, or make, acquire or own any Investment in any Person other than (a) Temporary Cash Investments, and (b) Investments in Subsidiaries. Without limiting the generality of the foregoing, no Obligor will create any Subsidiary without the consent of the Required Holders and arrangements satisfactory to the Required Holders for (w) such Subsidiary to become an Obligor hereunder, (x) a pledge of the stock of such Subsidiary to the Collateral Agent for the benefit of the Purchaser, (y) a guaranty by such Subsidiary of the Obligations of the Issuer hereunder, and (z) a grant of a Lien on all of the assets of such Subsidiary to the Collateral Agent for the benefit of the Holders to secure such guaranty.
Restricted Payments and Investments. No Related Person will incur any Liability to make any Investment in any Restricted Subsidiary which is obligated for Non-Recourse Indebtedness. No Related Person will make any Investment in any Restricted Subsidiary which is obligated for Non-Recourse Indebtedness at any time when, either immediately before or after giving effect to such Investment, any Borrowing Base Deficiency, Default under Section 5.2, or Event of Default would exist. No Related Person will declare, make or incur any Liability to make any Restricted Payment or any Restricted Investment (including the sale, issuance or entering into of any Allowed Put), unless both immediately before and after giving effect to such action:
(i) no Borrowing Base Deficiency, Default under Section 5.2, or Event of Default would exist, and
(ii) the sum of the aggregate amount of Restricted Investments (valued immediately after such action), plus the aggregate amount of Restricted Payments of the Related Persons declared or made during the period commencing on January 1, 1996, and ending on the date such Restricted Payment or Restricted Investment is declared or made, inclusive, would not exceed the sum of
(1) $10,000,000, plus
(2) 50% of Adjusted Net Income for such period (or minus 100% of Adjusted Net Income for such period if Adjusted Net Income for such period is a loss), plus
(3) twenty-five percent (25%) of the aggregate proceeds (whether or not in cash, but net of transaction costs) in excess of $130,000,000 received after December 31, 1995 and prior to January 1, 1998 from sales, exchanges, conversions or other issuances of Equity Interests of any kind, including the TECONS and other Permitted Preferred Trust Securities, by Borrower or any of its Restricted Subsidiaries (other than from issuances to each other which are permitted hereunder), plus
(4) fifty percent (50%) of the aggregate proceeds (whether or not in cash, but net of transaction costs) received on or after January 1, 1998 and through the end of such period from sales, exchanges, conversions or other issuances of Equity Interests of any kind, including Permitted Preferred Trust Securities, by Borrower or any of its Restricted Subsidiaries (other than from issuances to each other which are permitted hereunder), plus
(5) the aggregate net cash proceeds received during such period by the Related Persons, after elimination of inter-company transactions between themselves, constituting a return of capital from any Restricted Investment Notw...
Restricted Payments and Investments. The Company covenants that it will not, and will not permit any Restricted Subsidiary to, (a) pay or declare any dividend on any class of the Company's stock now or hereafter outstanding, or (b) make any other distribution on account of any class of stock of the Company, or (c) redeem, purchase or otherwise acquire, directly or indirectly, any shares of stock of the Company now or hereafter outstanding, or (d) pay principal of or any premium on Subordinated Notes, or (e) purchase or otherwise acquire, directly or indirectly, any Subordinated Note (all of the foregoing being herein called "RESTRICTED PAYMENTS"), or ...".
Restricted Payments and Investments. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness (other than the Notes) whether by way of payment in respect of principal of (or premium, if any) or interest on, such Indebtedness or make any Investment, as applicable, other than Permitted Indebtedness and Permitted Acquisitions, provided any such payments with respect to such Permitted Indebtedness and any such Permitted Acquisitions, as applicable, shall not be permitted if, at such time, or after giving effect to such payment, any Event of Default or an event that with the passage of time and without being cured would constitute an Event of Default exists or occurs and is continuing. Notwithstanding the foregoing or any contrary provisions of the Transaction Documents, the Company may, directly or indirectly, effect the Permitted Spin Off.
