Restricted Payments and Restricted Investments. (a) The Company will not, and will not permit any Restricted Subsidiary to, declare or make any Restricted Payment or make any Restricted Investment unless:
(i) immediately after, and after giving effect to, such Restricted Payment or such Restricted Investment, the aggregate amount of (y) all Restricted Payments declared or made after December 31, 1997 and (z) all Restricted Investments at such time would not exceed the sum of
(A) Eight Million Dollars ($8,000,000), plus
(B) 50% (or 100% in the case of a deficit) of Full Consolidated Net Income for the period commencing on and including January 1, 1998 and ending on and including the date such Restricted Payment is declared or made or such Restricted Investment is made, plus
(C) the aggregate amount of net cash proceeds received by the Company from the sale of capital stock of the Company after December 31,1997; and
(ii) at the time of such declaration and immediately before, and after giving effect to, such Restricted Payment or such Restricted Investment, no Default or Event of Default exists or would exist.
(b) Notwithstanding the limitations set forth in clause (a) hereof, the Company may make one or more Investments in any one or more Unrestricted Subsidiaries after December 31, 1997, in an aggregate amount in respect of all Unrestricted Subsidiaries not in excess of $10,000,000, so long as immediately before, and after giving effect to, such Investment, no Default or Event of Default exists or would exist. For the avoidance of doubt, any such Investment in any Unrestricted Subsidiary permitted by this clause (b) shall constitute a "Restricted Investment" for purposes of this Agreement and the Other Agreement and the amount of which shall be included in determining compliance with clause (a) upon the declaration or making of any Restricted Payment or the making of any other Restricted Investment (other than an Investment in any Unrestricted Subsidiary permitted by this clause (b)).
(c) Notwithstanding the limitations set forth in clause (a) above, Glamourette may pay cash dividends on its Exempt Preferred Stock outstanding from time to time and may redeem, retire, purchase or otherwise acquire shares of its Exempt Preferred Stock from time to time. For the avoidance of doubt, such payments and transactions relating to Exempt Preferred Stock shall not constitute "Restricted Payments" for purposes of this Agreement and the amounts thereof shall not be included in determining compliance with clause (a) ...
Restricted Payments and Restricted Investments. The Tenant will not, directly, or indirectly through a Subsidiary or otherwise, declare, order, pay, make or set apart any sum or property for any Restricted Payment and the Tenant will not and will not permit any Restricted Subsidiary to make or become obligated to make any Restricted Investment, in each case unless, both at the time of the proposed action and immediately after giving effect thereto, (x) no condition or event shall exist which constitutes a Default or an Event of Default; and (y) the aggregate amount of:
(A) all sums and property included in all Restricted Payments directly or indirectly declared, ordered, paid, made or set apart by the Tenant during the period (the "Computation Period") (taken as one accounting period) from and including April 1, 1993 to and including the date of such proposed action, plus
(B) the aggregate amount of all Restricted Investments of the Tenant and all Restricted Subsidiaries made during the Computation Period and outstanding on the date of such proposed action and all commitments for such Restricted Investments made by the Tenant or any Restricted Subsidiary outstanding on such date, shall not exceed the sum of $5,000,000 plus 80% (or minus 100% in the case of a deficit) of Consolidated Net Income during the Computation Period; provided that the Tenant may declare, order, pay, make or set apart funds for the payment of a dividend on, and in accordance with the terms of, any class of its Preferred Stock that is issued and sold by the Tenant for cash after the date hereof, if, both at the time of the proposed action and immediately after giving effect thereto, (x) the aggregate amount of Restricted Payments after the date hereof with respect to all classes of Preferred Stock of the Tenant shall not exceed the aggregate net proceeds to the Tenant from all issuances and sales of its Preferred Stock after the date hereof, and (y) no condition or event shall exist which constitutes a Default or an Event of Default. For all purposes of this Section 2.1(w), (1) the amount involved in any Restricted Payment directly or indirectly declared, ordered, paid, made or set apart in property and the amount of any Restricted Investment made through the transfer of property, shall be the greater of (x) the fair value of such property (as determined in good faith by the Board of Directors of the Tenant) and (y) the net book value thereof on the books of the Tenant (as determined in accordance with GAAP), in each case as determ...
Restricted Payments and Restricted Investments. (a) The Company shall not, and the Company shall procure that no other Group Company shall, directly or indirectly:
(i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock except:
(A) dividends or distributions payable in Capital Stock of the Company to Topco only;
(B) dividends or distributions payable to a Group Company; and
(C) dividends or distributions payable to holders of its Capital Stock other than a Group Company on no more than a pro rata basis;
(ii) purchase, repurchase, redeem, retire or otherwise acquire or retire for value any Capital Stock of the Company or any parent entity of the Company held by persons other than a Group Company;
(iii) make any payment (whether of principal, interest or other amounts) on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Financial Indebtedness arising under the Second Lien Notes (other than any payment of interest thereon in the form of additional Second Lien Notes);
(iv) make any payment (whether of principal, interest or other amounts) on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Subordinated Shareholder Loan (other than any payment of interest thereon in the form of additional Subordinated Shareholder Loans); or
(v) make any Restricted Investment, (any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in sub- paragraphs (i) through (v) are referred to herein as a “Restricted Payment”).
(b) Paragraph (a) above shall not prohibit:
(i) Restricted Payments to any parent entity of the Company in amounts equal to any costs (including all legal, accounting and other professional fees and expenses) (x) arising out of, or incurred by such parent entity in connection with, the 2019 Enforcement or (y) incurred by such parent entity (A) in connection with reporting obligations; (B) in compliance with applicable laws, rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange; (C) in connection with customary indemnification obligations of any parent entity owing to directors, officers, employees or other persons under its articles, charter, by-laws, partnership agreement or other organizational documents or pursuant to written agreements with any such person to the extent relating to any Group Company; (D) in connection with obligations of any parent ent...
Restricted Payments and Restricted Investments. The Company will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or incur any liability to declare or make, any Restricted Payment or Restricted Investment unless immediately after giving effect to such action, no Default or Event of Default would exist.
Restricted Payments and Restricted Investments. (a) No Credit Party will, directly or indirectly, make any Restricted Payment.
(b) No Credit Party will make any Restricted Investment.
Restricted Payments and Restricted Investments. No Obligor shall, directly or indirectly, (a) make any Restricted Investments, or (b) declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of capital stock of any Obligor or any warrants, options or rights to purchase any such capital stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of an Obligor or any of its Subsidiaries (each a "RESTRICTED PAYMENT"); PROVIDED, HOWEVER, that, to the extent permitted by applicable law any Subsidiary of an Issuer may make Restricted Payments to the Issuer; PROVIDED, FURTHER, that the Issuer may purchase either assets or capital stock with Common Stock so long as no Default or Event of Default shall have occurred and be continuing at the time, or shall occur as a result of such purchase after giving PRO FORMA effect to such purchase. Notwithstanding the foregoing, the above limitation shall not prevent (a) the purchase, redemption, acquisition or retirement of any shares of capital stock of the Issuer in exchange for, or out of the net proceeds of the substantially concurrent sale (other than to a Guarantor) of, other shares of stock of the Issuer; and (b) purchases of common stock by the Issuer or a trust pursuant to any employee stock ownership or similar employee benefit plan of the Issuer that has been approved by the Board of Directors of the Issuer.
Restricted Payments and Restricted Investments. Make any Restricted Payment or Restricted Investment or permit any of its Restricted Subsidiaries to make any Restricted Payment or Restricted Investment; provided, however, that Holdings or any Restricted Subsidiary may make a Restricted Payment or a Restricted Investment if, immediately after giving effect to such Restricted Payment or Restricted Investment, (a) no Event of Default or Potential Default shall exist or result therefrom and (b)(i) the sum of the aggregate amount of Restricted Payments and Restricted Investments made by the Borrowers and their Restricted Subsidiaries since the Original Closing Date and made since February 8, 1994 by Holdings and any of its Restricted Subsidiaries which were not Restricted Subsidiaries as of the Original Closing Date and the amount of such proposed Restricted Payment or Restricted Investment would not exceed an amount equal to 50% of Borrowers' Consolidated Net Income for the entire period from and including January 1, 1992 to the date of making such proposed Restricted Payment or Restricted Investment, plus, in the case of any proposed Investment in a Subsidiary of Holdings, an aggregate amount not to exceed Two Million
Restricted Payments and Restricted Investments. (a) The Company will not, and will not permit any of its Subsidiaries to, declare, make or incur any liability to declare or make any Restricted Payment or any Restricted Investment unless, immediately prior, and immediately after giving effect, to the making of such Restricted Payment or Restricted Investment, no Default or Event of Default would exist and, with respect to Restricted Payments, immediately after giving effect to such action, the aggregate amount of such Restricted Payments of the Company and its Subsidiaries declared or made during the period commencing on September 30, 2004, and ending on the date such Restricted Payment is declared or made, inclusive, would not exceed the sum of:
(1) $22,295,500, plus
(2) 50% of Net Income for such period (or minus 100% of Net Income for such period if Net Income for such period is a loss), plus
(3) the aggregate amount of net proceeds arising from sales of the Company’s Capital Stock during such period, plus
(4) the Carryforward Restricted Payment Basket, minus
(5) the amount of the aggregate Unused Restricted Payment Allowance allocated to the Carryforward Capital Expenditure Basket as provided in subsection (b) below.
(b) Within 90 days after the end of each fiscal year of the Company, commencing with 90 days after the end of fiscal year 2004, after or with delivery of the audited annual financial statements in respect of the immediately preceding fiscal year of the Company, the Company shall notify the Noteholders of (i) the Unused Restricted Payment Allowance for such immediately preceding fiscal year and (ii) whether or not the Company will allocate any portion of such Unused Restricted Payment Allowance to the Carryforward Capital Expenditure Basket, whereupon the Carryforward Capital Expenditure Basket shall be immediately increased by the amounts allocated thereto. Notwithstanding the foregoing, the Carryforward Capital Expenditure Basket may not be increased in any fiscal year by more than $10,000,000.”
(c) Section 10.13 of the Note Agreement is hereby amended and restated in its entirety to read as follows:
Restricted Payments and Restricted Investments. (1) Declare or make, or incur any liability to make any Restricted Payments or Restricted Investments, except:
(A) a Subsidiary may, pay dividends to the Company; and
(B) subject to the limitations in clauses (2) and (3) below, the Company and its Subsidiaries may declare or make Restricted Payments and Restricted Investments, provided that immediately after giving effect to any such action, (x) no Event of Default or event which with the passing of time or the giving of notice, or both, would constitute an Event of Default shall exist, (y) the Company would be able to incur at least $1.00 of additional Funded Debt pursuant to Section 5(a), and (z) the aggregate amount of all Restricted Payments and Restricted Investments declared or made on or after July 1, 1998 to and including the date such Restricted Payment or Restricted Investment is declared or made, as the case may be, would not exceed the sum of (i) $3,000,000, plus (ii) 60% of any Cumulative Consolidated Net Income, minus (iii) 100% of any Cumulative Consolidated Net Loss, plus (iv) the net proceeds to the Company from any issuance of capital stock from and after July 1, 1998;
(2) In addition to the limitations contained in clause (1) above, from January 1, 1997 through December 31, 1998, the Company shall not increase the aggregate quarterly dividend on its common stock above $710,000; and
(3) In addition to the limitations contained in clause (1) above, the aggregate amount of all Restricted Investments of the Company and its Subsidiaries outstanding at any time on or after June 23, 1998 shall not exceed $2,500,000. In valuing any Investments for the purpose of applying the limitations set forth in this Section 5(i), Investments shall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciation therein, but less any amount repaid or recovered in cash on account of capital or principal.
Restricted Payments and Restricted Investments. The Company will not, and will not permit any of its Subsidiaries to, declare, make or incur any liability to declare or make any Restricted Payment or any Restricted Investment unless, immediately prior, and immediately after giving effect, to the making of such Restricted Payment or Restricted Investment, no Default or Event of Default would exist and, with respect to Restricted Payments, immediately after giving effect to such action, the aggregate amount of such Restricted Payments of the Company and its Subsidiaries declared or made during the period commencing on July 3, 2003, and ending on the date such Restricted Payment is declared or made, inclusive, would not exceed the sum of:
(a) $11,049,500, plus (b) 50% of Net Income for such period (or minus 100% of Net Income for such period if Net Income for such period is a loss), plus
