Restricted Payments, etc. On and at all times after the Effective Date subject to Section 7.2.18: (a) the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock), or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of capital stock (now or hereafter outstanding) of, the Borrower, or warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower; (b) the Borrower will not prepay any other Indebtedness or prepay or repay any Subordinated Debt, except as expressly permitted under CLAUSE (D) of SECTION 7.2.2; and (c) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; PROVIDED, HOWEVER, that, (i) the Borrower may pay dividends or make any distribution of up to the Maximum Available Amount; and (ii) in any fiscal year the Borrower may pay a dividend up to an amount equal to 50% of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory prepayment of the loans under the Credit Agreement (Five Year) pursuant due to Section 3.1.2(d) therein)."
Appears in 1 contract
Sources: Credit Agreement (Aristotle Corp)
Restricted Payments, etc. On and at all times after the Effective Date subject to Section 7.2.18:
(a) Closing Date, the Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, declare, pay or make any dividend dividend, distribution or distribution exchange (in cash, property or obligations) or other payment on or in respect of any Senior Notes, any shares of Preferred Stock of the Parent or any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the Borrower (other than (i) dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups stock, (ii) splits or reclassifications of its stock Capital Stock into additional or other shares of a similar class of its common stock)Capital Stock (provided that such other class of Capital Stock (x) is not (by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise) redeemable, at the option of the holder thereof, on or prior to February 8, 2010 or convertible or exchangeable for debt securities and (y) does not require the payment of dividends in cash) and (iii) in the case of Preferred Stock, dividends or distributions payable in additional Preferred Stock) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the payment, purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase pay, purchase, redeem or redeemexchange, any Senior Notes or any shares of Preferred Stock of the Parent or any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of, of the Borrower, or warrants, options or other rights with respect to any shares of Preferred Stock of the Parent or any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the BorrowerBorrower (the foregoing prohibited acts are herein collectively referred to as "Restricted Payments"); provided, however, that notwithstanding the foregoing provisions,
(a) so long as (A) no Default shall have occurred and be continuing on the date such Restricted Payment is declared or to be made, nor would a Default result from the making of such Restricted Payment, (B) after giving effect to the making of such Restricted Payment the Parent and its Subsidiaries shall be in pro forma compliance with the covenants set forth in Section 7.2.4 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Payment for which relevant financial information has been delivered pursuant to clause (a) or (b) of Section 7.1.1, and (C) an Authorized Officer of the Borrower shall have delivered a certificate to the Agents in form and substance satisfactory to the Agents (including a calculation of compliance with the covenants set forth in Section 7.2.4) certifying as to the accuracy of clauses (A) and (B) above, the Borrower shall be permitted to pay cash dividends to the Parent to the extent necessary to enable the Parent to
(i) repurchase, redeem or otherwise acquire or retire for value any common stock of the Parent, or any warrant, option or other right to acquire common stock of the Parent, from former employees or directors of the Parent or any Subsidiary for consideration not to exceed (x) $500,000 in the aggregate in any Fiscal Year (with unused amounts in any Fiscal Year being carried forward to subsequent Fiscal Years), and (y) in the case of any Itemized Executive, $2,000,000 per Itemized Executive (plus the amount of any proceeds of any key man life insurance received by the Borrower or any Subsidiary in respect of such Itemized Executive) in any Fiscal Year up to an aggregate amount not to exceed $5,000,000 in any Fiscal Year; provided, that the aggregate amount of all such repurchases made pursuant to this clause (i) shall not exceed $17,000,000 over the term of this Agreement (excluding the amount of any proceeds of any key man life insurance received by the Borrower or any Subsidiary in respect of any Itemized Executive);
(bii) pay cash interest on the Borrower will not prepay any other Indebtedness or prepay or repay any Subordinated Debt, except as expressly permitted under CLAUSE (D) of SECTION 7.2.2Senior Notes; and
(c) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; PROVIDED, HOWEVER, that, (i) the Borrower may pay dividends or make any distribution of up to the Maximum Available Amount; and (ii) in any fiscal year the Borrower may pay a dividend up to an amount equal to 50% of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory prepayment of the loans under the Credit Agreement (Five Year) pursuant due to Section 3.1.2(d) therein)."
Appears in 1 contract
Restricted Payments, etc. On and at all times after the Effective Date subject to Section 7.2.18:September 29, 1999.
(a) the Borrower WWI will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock Capital Securities (now or hereafter outstanding) of the Borrower WWI or on any warrants, options or other rights with respect to any shares of any class of capital stock Capital Securities (now or hereafter outstanding) of the Borrower WWI (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups splits or reclassifications of its stock into additional or other shares of its common stock), ) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of capital stock Capital Securities (now or hereafter outstanding) of, the Borrowerof WWI, or warrants, options or other rights with respect to any shares of any class of capital stock Capital Securities (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectively, "Restricted Payments"); provided, that (x) WWI may make dividend payments under the BorrowerWWI Preferred Shares so long as no Default has occurred under this Agreement or the Senior Subordinated Note Indenture or would result therefrom, (y) WWI may use 50% of Net Equity Proceeds retained by WWI or its Subsidiaries under clause (d) of Section 3.1.1, solely for the redemption, in whole or in part, of such WWI Preferred Shares and (z) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year);
(b) WWI will not, and will not permit any of its Subsidiaries to
(i) make any payment or prepayment of principal of, or interest on, any Senior Subordinated Notes (A) on any day other than, in the case of interest only, the stated, scheduled date for such payment of interest set forth in the applicable Senior Subordinated Notes or in the Senior Subordinated Note Indenture, or (B) which would violate the terms of this Agreement or the subordination provisions of the Senior Subordinated Note Indenture; or
(ii) redeem, purchase or defease, any Senior Subordinated Notes, unless, so long as, both before and after giving effect to any such redemption, purchase or defeasance, (x) the Borrower's Senior Debt to EBITDA Ratio is less than 2.0 to 1.0, (y) the Borrower's Debt to EBITDA Ratio is less than 3.5 to 1.0 and (z) the Borrower will not prepay shall at the time of any other Indebtedness such redemption, purchase or prepay or repay any Subordinated Debt, except as expressly permitted under CLAUSE defeasance (Dunless otherwise consented to by the Required Lenders) maintain at least $30 million of SECTION 7.2.2unused Revolving Loan Commitments; and
(c) the Borrower WWI will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; PROVIDED, HOWEVER, that, purposes (iexcept in connection with any permitted expenditure described in clauses (a) the Borrower may pay dividends or make any distribution of up to the Maximum Available Amount; and (iib) in any fiscal year the Borrower may pay a dividend up to an amount equal to 50% of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory prepayment of the loans under the Credit Agreement (Five Year) pursuant due to Section 3.1.2(d) thereinabove)."
Appears in 1 contract
Sources: Credit Agreement (Weight Watchers International Inc)
Restricted Payments, etc. On and at all times after the Effective Date subject to Section 7.2.18Date:
(a) the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock), ) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of capital stock (now or hereafter outstanding) of, of the Borrower, or warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower;
(b) the Borrower will not, and will not prepay permit any of its Subsidiaries to
(i) make any payment or prepayment of principal of, or make any payment of interest on, any Senior Notes or any Subordinated Debt on any day other Indebtedness than the stated date for such payment or prepay prepayment set forth in the documents and instruments memorializing any Senior Notes or repay any such Subordinated Debt, except as expressly or which would violate the subordination provisions of any such Subordinated Debt; provided, that the Borrower may pay or prepay all or a portion of the Senior Notes if both before and after giving effect thereto, no Default shall have occurred or be continuing and there are no Loans outstanding hereunder; or
(ii) redeem, purchase or defease any Senior Notes or any Subordinated Debt unless the effect of such redemption, purchase or defeasance is to make a payment or prepayment permitted under CLAUSE clause (D) of SECTION 7.2.2; andb)(i);
(c) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposespurposes except to the extent a payment or prepayment would be otherwise permitted hereunder; PROVIDED, HOWEVER, that, and
(id) the Borrower may pay dividends or will not, and will not permit any of its Subsidiaries to, make any distribution of up to the Maximum Available Amount; and (ii) in any fiscal year the Borrower may pay a dividend up to an amount equal to 50% of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory voluntary prepayment of the loans under the Credit Agreement principal of any Indebtedness, if either before or after giving effect thereto, there shall exist a Default (Five Yearother than a Nonmaterial Subsidiary Default) pursuant due to Section 3.1.2(d) therein)or an Event of Default."
Appears in 1 contract
Sources: Credit Agreement (Calpine Corp)
Restricted Payments, etc. On and at all times after the Effective Date subject to Section 7.2.18:
(a) the The Borrower will not, and will not permit any Restricted Subsidiary to, declare, pay or make any dividend payment, dividend, distribution or distribution exchange (in cash, property or obligations) on any shares or in respect of any class of capital stock Capital Stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the Borrower (other than (i) dividends or distributions payable in its common stock Capital Stock or warrants to purchase its common stock or splitups Capital Stock and (ii) splits or reclassifications of its stock Capital Stock into additional or other shares of its common stock), Capital Stock) or apply, or permit any of its Subsidiaries Restricted Subsidiary to apply, any of its funds, property or assets to the purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Subsidiaries Subsidiary to purchase purchase, redeem or redeemexchange, any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of, of the Borrower, or warrants, options or other rights with respect to any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the Borrower;
(b) the Borrower will not prepay any other Indebtedness or prepay or repay any Subordinated Debt, except as expressly permitted under CLAUSE (D) of SECTION 7.2.2; and
(c) the Borrower will not, and will not permit any Restricted Subsidiary to, make any deposit for any of the foregoing purposes; PROVIDED, HOWEVER, that, (i) the Borrower may pay dividends directly or indirectly make any payment or prepayment of principal of, or make any distribution payment of up to interest on, any of the Maximum Available Amount; and Existing Senior Subordinated Notes on any day other than the stated, scheduled date for such payment or prepayment set forth in the documentation evidencing such Existing Senior Subordinated Notes or which would violate the subordination provisions of such Existing Senior Subordinated Notes, (ii) in redeem, purchase or defease any fiscal year the Borrower may pay a dividend up to an amount equal to 50% of the Excess Cash Flow for the preceding Fiscal Year Existing Senior Subordinated Notes or (so long as the Borrower has first made the mandatory iii) make any voluntary payment or prepayment of the loans under the Credit Agreement (Five Year) pursuant due to Section 3.1.2(d) therein)."principal of, or make any voluntary prepayment of interest on, or voluntarily redeem, purchase or defease, any Existing Senior Notes;
Appears in 1 contract
Restricted Payments, etc. On and at all times after the Effective Date subject to Section 7.2.18date hereof:
(a) the Borrower Holdco will not, and will not permit any of its Restricted Subsidiaries to, declare, pay or make any dividend dividend, distribution or distribution exchange (in cash, property or obligations) on or in respect of any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of Holdco or the Borrower Company or on any warrants, options or other rights with respect to any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of Holdco or the Borrower Company (other than (i) dividends or distributions payable in its common stock Capital Stock or warrants to purchase its common stock or splitups Capital Stock, (ii) splits or reclassifications of its stock into additional or other shares of its common stock), Capital Stock and (iii) the exchange of preferred stock referred to in clause (iii) of the definition of Preferred Stock for preferred stock referred to in clause (ii) of the definition of Preferred Stock) or apply, or permit any of its Restricted Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Restricted Subsidiaries to purchase purchase, redeem or redeemexchange, any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of, of Holdco or the Borrower, Company or warrants, options or other rights with respect to any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of Holdco or the BorrowerCompany;
(b) other than any refinancing of the Borrower will not prepay any other Indebtedness or prepay or repay any Senior Subordinated DebtBridge Notes with the proceeds of the Senior Subordinated Notes, except as expressly permitted under CLAUSE (D) of SECTION 7.2.2; and
(c) the Borrower Holdco will not, and will not permit any Subsidiary toof its Restricted Subsidiaries to (i) directly or indirectly, make any deposit payment or prepayment of principal of, or premium on, if any, or make any payment of interest on, any Subordinated Indebtedness, on any day other than the stated, scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such Subordinated Indebtedness, or which would violate the subordination provisions of such Subordinated Indebtedness, or (ii) make any of payment to redeem, purchase or defease any Subordinated Indebtedness (the foregoing purposesprohibited acts referred to in CLAUSES (a) and (b) above are herein collectively referred to as "RESTRICTED PAYMENTS"); PROVIDED, HOWEVER, that
(c) notwithstanding the provisions of CLAUSES (a) AND (b) above, the Company shall be permitted to make Restricted Payments to Holdco (x) pursuant to the Administrative Services Agreement which payments shall, to the extent applicable, be promptly applied by Holdco to meet its obligations under the Retained Interests and (y) to the extent necessary to enable Holdco to (i) pay its overhead expenses, (ii) make payments in respect of taxes, (iii) make payments in respect of the Senior Subordinated Bridge Notes or the Senior Subordinated Notes, (iv) make payments in respect of expenses, fees and other costs in connection with litigations, (v) make payments in respect of compensation expenses in respect of any period prior to January 1, 2000, (vi) make payments in respect of employee benefit plans or other similar arrangements, (vii) pay fees and expenses in connection with the Transaction and (viii) so long as (A) no Default shall have occurred and be continuing on the date such Restricted Payment is declared or to be made, nor would a Default (including in respect of the financial covenants set forth in SECTION 7.2.4) result from the making of such Restricted Payment, (b) after giving effect to the making of such Restricted Payment, Holdco shall be in PRO FORMA compliance with the covenant set forth in CLAUSE (b) of SECTION 7.2.4 for the most recent full Fiscal Quarter immediately preceding the date of the making of such Restricted Payment for which the relevant financial information has been delivered pursuant to CLAUSE (a) or CLAUSE (b) of SECTION 7.1.1, and (c) an Authorized Officer of the Company shall have delivered a certificate to the Administrative Agent in form and substance satisfactory to the Administrative Agent (including a calculation of Holdco's PRO FORMA compliance with the covenant set forth in CLAUSE (b) of SECTION 7.2.4 in reasonable detail) certifying as to the accuracy of CLAUSE (c)(y)(viii)(a) and CLAUSE (c)(y)(viii)(b) above, the Company may make Restricted Payments to Holdco to enable Holdco to, and Holdco may, repurchase, redeem or otherwise acquire or retire for value any Capital Stock of Holdco (including Preferred Stock), or any warrant, option or other right to acquire any such Capital Stock of Holdco, held by any member of management or an employee or Independent Contractor of Holdco or any of its Restricted Subsidiaries pursuant to any employment agreement, management equity subscription agreement, restricted stock plan, stock option agreement or other similar arrangement so long as the total amount of such repurchases, redemptions, acquisitions, retirements and payments shall not exceed (I) $5,000,000 in any calendar year (with unused amounts in any calendar year being carried forward to succeeding calendar years subject to a maximum (without giving effect to the following clause (II)) of $10,000,000 in any calendar year) PLUS (II) the aggregate cash proceeds received by Holdco during such calendar year from any reissuance of Capital Stock of Holdco, and warrants, options and other rights to acquire Capital Stock of Holdco by Holdco or the Company to members of management and employees and Independent Contractors of Holdco and its Restricted Subsidiaries (to the extent such proceeds are not otherwise required to be applied pursuant to CLAUSE (d) of SECTION 3.1.1 and to the extent such proceeds do not represent the proceeds of loans made by Holdco or the Company to such members of management or employees);
(d) notwithstanding the provisions of CLAUSES (a) and (b) above, (i) Holdco and its Restricted Subsidiaries shall be permitted to make the Borrower may pay dividends or make any distribution of up to Restricted Payments included in the Maximum Available Amount; and Transaction, (ii) Holdco shall be permitted to make payments in respect of statutory appraisal rights (and any fiscal year settlement thereof) exercised by holders of outstanding Capital Stock of Holdco in connection with the Borrower Merger, (iii) the Company may pay a non-cash dividend up to Holdco consisting solely of a transfer of all or a portion of the Intercompany Loan, (iv) after the Closing Date, Holdco may purchase common stock of Holdco from the Equity Investors as long as such common stock is resold to officers, directors, employees and Independent Contractors of Holdco and its Restricted Subsidiaries for cash proceeds other than any such proceeds funded with advances by Holdco or any of its Restricted Subsidiaries and (v) after the fifth anniversary of the Closing Date, the Company may make Restricted Payments to Holdco for the purpose of paying, and Holdco may pay, cash dividends with respect to the Preferred Stock in an annual amount equal in any Fiscal Year not to exceed 50% of the Excess Cash Flow for the preceding previous Fiscal Year (so long as as, at the Borrower has first made time of such payment, the mandatory prepayment of the loans under the Credit Agreement (Five Year) pursuant due Leverage Ratio is less than or equal to Section 3.1.2(d) therein)3.5 to 1.0."
Appears in 1 contract
Sources: Credit Agreement (Merrill Corp)
Restricted Payments, etc. On and at all times after Neither the Effective Date subject to Section 7.2.18Borrower nor MMS will:
(a) the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of its capital stock (now or hereafter outstanding) of the Borrower or on any warrants, options options, convertible securities or other rights with respect to any shares of any class of its capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock), or apply, or permit any of its Subsidiaries to apply, apply any of its funds, property or assets to the purchase, redemption, sinking fund redemption or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of its capital stock (now or hereafter outstanding) of, the Borrower, or warrants, options options, convertible securities or other rights with respect to any shares of any class of its capital stock (now or hereafter outstanding) of the Borrower);
(b) the Borrower will not prepay repay, redeem, purchase or otherwise defease any Indebtedness owing to, or make any other Indebtedness payment to or prepay or repay on behalf of, any Affiliate (including all Approved Subordinated Debt, except as expressly permitted under CLAUSE (D) of SECTION 7.2.2Indebtedness); andor
(c) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposespurposes or otherwise discharge any Indebtedness incurred by any Affiliate; PROVIDED, HOWEVER, thatthat the foregoing Obligors may make payment to any payee of any Indebtedness described above, make any other payment to any of its Affiliates or take any other action for any of the foregoing purposes using moneys in the Proceeds Account so long as:
(i) such payment is made, once during each six month period (and only on a Payment Date, after giving effect to payments of Principal Amounts required pursuant to SECTION 3.1.1 or, if the Borrower may pay dividends or make any distribution Principal Amount scheduled to be repaid on a Payment Date is prepaid pursuant to SECTION 3.1.2(a), on the date of up such prepayment) but only to the Maximum extent of Available AmountFree Cashflow (computed as at such Payment Date) or as at the date of such prepayment; and and
(ii) in any fiscal year the Borrower may pay a dividend up to an amount equal to 50% of the Excess Cash Flow for the preceding Fiscal Year no Default (so long as the Borrower has first made the mandatory prepayment of the loans including arising under the Credit Agreement (Five YearSECTION 8.1.5) pursuant due to Section 3.1.2(d) therein)shall have then occurred and be continuing or would result from such proposed payment."
Appears in 1 contract
Restricted Payments, etc. On and at all times after the Restatement Effective Date subject to Section 7.2.18:
(a) Date, the Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, declare, pay or make any dividend dividend, distribution or distribution exchange (in cash, property or obligations) or other payment on or in respect of any Senior Notes, any shares of Preferred Stock of the Parent or any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the Borrower (other than (i) dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups stock, (ii) splits or reclassifications of its stock Capital Stock into additional or other shares of a similar class of its common stock)Capital Stock (provided that such other class of Capital Stock (x) is not (by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise) redeemable, at the option of the holder thereof, on or prior to February 8, 2010 or convertible or exchangeable for debt securities and (y) does not require the payment of dividends in cash) and (iii) in the case of Preferred Stock, dividends or distributions payable in additional Preferred Stock) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the payment, purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase pay, purchase, redeem or redeemexchange, any Senior Notes or any shares of Preferred Stock of the Parent or any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of, of the Borrower, or warrants, options or other rights with respect to any shares of Preferred Stock of the Parent or any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the Borrower;
Borrower (b) the Borrower will not prepay any other Indebtedness or prepay or repay any Subordinated Debt, except as expressly permitted under CLAUSE (D) of SECTION 7.2.2; and
(c) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposesprohibited acts are herein collectively referred to as "Restricted Payments"); PROVIDEDprovided, HOWEVERhowever, that, (i) that notwithstanding the Borrower may pay dividends or make any distribution of up to the Maximum Available Amount; and (ii) in any fiscal year the Borrower may pay a dividend up to an amount equal to 50% of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory prepayment of the loans under the Credit Agreement (Five Year) pursuant due to Section 3.1.2(d) therein)."foregoing provisions,
Appears in 1 contract
Restricted Payments, etc. On and at all times after the Effective Date subject to Section 7.2.18Date:
(a) the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or rights or warrants to purchase its common capital stock or splitups split-ups or reclassifications of its stock into additional or other shares of its common stock), ) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of capital stock (now or hereafter outstanding) of, the Borrower, or warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, other than (i) payments of dividends as required on preferred stock outstanding and (ii) dividends on common stock and purchases and redemptions of capital stock, provided further that the aggregate of all such dividends, purchases, and redemptions paid after January 1, 1992 does not exceed the sum of (x) thirty-three percent of cumulative income, net of cumulative losses, after January 1, 1992 and (y) one hundred percent of the cumulative proceeds from the issuance of any capital stock after January 1, 1992; provided further that no dividends on common stock shall be paid in cash, property, or obligations unless the net worth of the Borrower, based on the Borrower's latest available balance sheet, after subtracting therefrom intangible assets including goodwill, franchises, licenses, patents, trademarks, tradenames, copyrights, service marks, and brand names, is positive and provided further that notwithstanding any restriction contained in this Section 8.6, the Borrower may redeem any of its shares of capital stock in exchange for, or out of the proceeds of the substantially concurrent sale of, shares of capital stock, and any dividend otherwise permitted under the terms of this Section 8.6 on the date of such dividend's declaration shall be payable notwithstanding that on the date of payment, such dividend would not be permitted under this section;
(b) the Borrower will not, and will not prepay permit any other of its Subsidiaries to,
(i) except to the extent of any payment, prepayment, redemption, purchase or defeasance paid from the proceeds of the issuance or sale of Subordinated Indebtedness or prepay capital stock, make any payment or repay prepayment of principal of any Subordinated DebtIndebtedness on any day prior to the stated, except as expressly scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such Subordinated Indebtedness, or redeem, purchase or defease any Subordinated Indebtedness if such payments, prepayments, redemptions, purchases or defeasance shall be in an aggregate amount in excess of $10,000,000 in any one year, or $20,000,000 in the aggregate after the date hereof and prior to August 1, 2000; or
(ii) make any payment or prepayment of principal of any Subordinated Indebtedness which would violate the subordination provisions of such Subordinated Indebtedness; or
(iii) make any payment or prepayment of interest on any Subordinated Indebtedness, other than payments or prepayments of interest in connection with any payment, prepayment, redemption, purchase or defeasance permitted under CLAUSE (D) Section 8.6(b)(i), on any day prior to the stated scheduled date for such payment or prepayment set forth in the documents memorializing such Subordinated Indebtedness, or which would violate the subordination provisions of SECTION 7.2.2; andsuch Subordinated Indebtedness;
(c) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; PROVIDEDprohibited purposes and no payment, HOWEVERdividend, distribution, prepayment, redemption, purchase or defeasance otherwise permitted by clause (a) or (b) shall be permitted to be made if, immediately before or after giving effect thereto, any Default shall have occurred and be continuing provided that, in determining if any Default pursuant to Section 8.4 shall have occurred or is continuing immediately before or after such payment, dividend, distribution, prepayment, redemption, purchase or defeasance, the Borrower may rely on financial information available to it since the date of the financial statements most recently delivered by it pursuant to Sections 7.2(a) and 7.2(b); and
(d) the Borrower will not permit any Subsidiary or Affiliate owning Borrowing Base Properties to enter into any agreement which restricts such Subsidiary or Affiliate from (i) dividending the Borrower's, or its share owning Subsidiary's, share of net profits to the Borrower may pay dividends or make any distribution of up to the Maximum Available Amount; and such share owning Subsidiary or (ii) making payments of principal or interest on any loan from the Borrower, a Subsidiary or an Affiliate unless (x) prior thereto, such Subsidiary or Affiliate executes and delivers a valid and enforceable Subsidiary Guarantee to the Lenders or (y) contemporaneously therewith, the Required Lenders consent to such Subsidiary or Affiliate entering into such agreement; provided that in any fiscal year connection with such consent, the Borrower Required Lenders may pay a dividend up to require an amount equal to 50% immediate redetermination of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory prepayment of the loans under the Credit Agreement (Five Year) pursuant due to Section 3.1.2(d) therein)Borrowing Base in connection therewith."
Appears in 1 contract
Sources: Credit Agreement (Pogo Producing Co)
Restricted Payments, etc. On and at all times after the ------------------------- Effective Date subject to Section 7.2.18Date:
(a) the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock), or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of capital stock (now or hereafter outstanding) of, the Borrower, or warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower;
(b) the Borrower will not prepay any other Indebtedness or prepay or repay any Subordinated Debt, except as expressly permitted under CLAUSE clause (Dd) ---------- of SECTION Section 7.2.2; andand -------------
(c) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; PROVIDEDprovided, HOWEVERhowever, that, (i) the Borrower may pay dividends or make any distribution a dividend of up to $1,800,000 -------- ------- to Holdings from the Maximum Available Amount; date hereof to December 31, 2001 and (ii) in any fiscal each year thereafter the Borrower may pay a dividend up to an amount equal to 50% of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory prepayment of the loans under the Credit Agreement (Five Year) due pursuant due to Section 3.1.2(d) therein3.1.2 (d)."). ------------------
Appears in 1 contract
Sources: Credit Agreement (Aristotle Corp)
Restricted Payments, etc. On and at all times after the Effective Date subject to Section 7.2.18date hereof:
(a) the Borrower Company will not, and will not permit any of its Restricted Subsidiaries to, declare, pay or make any dividend payment, dividend, distribution or distribution exchange (in cash, property or obligations) on or in respect of any shares of any class of capital stock Capital Stock of the Company (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock Capital Stock of the Company (now or hereafter outstanding) of the Borrower (other than (i) dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups and (ii) splits or reclassifications of its stock into additional or other shares of its common stock), ) or apply, or permit any of its Restricted Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Restricted Subsidiaries to purchase purchase, redeem or redeemexchange, any shares of any class of capital stock Capital Stock of the Company (now or hereafter outstanding) of, the Borrower), or any warrants, options or other rights with respect to any shares of any class of capital stock Capital Stock of the Company (now or hereafter outstanding) of the Borrower);
(b) other than pursuant to a Permitted Refinancing thereof, the Borrower will not prepay any other Indebtedness or prepay or repay any Subordinated Debt, except as expressly permitted under CLAUSE (D) of SECTION 7.2.2; and
(c) the Borrower Company will not, and will not permit any Subsidiary of its Restricted Subsidiaries to, make any deposit for any of the foregoing purposes; PROVIDED, HOWEVER, that, (i) the Borrower may pay dividends directly or indirectly make any payment or prepayment of principal of, or make any distribution payment of up to interest on, any Senior Subordinated Debt on any day other than the Maximum Available Amount; stated, scheduled date for such payment or prepayment set forth in the Senior Subordinated Debt Documents (it being understood and agreed that for purposes of this clause (b) the only stated, scheduled date for payment of principal of the Senior Subordinated Bridge Notes shall be the seventh anniversary of the date that the Senior Subordinated Bridge Notes were issued), or which would violate the subordination provisions of such Senior Subordinated Debt, or (ii) redeem, purchase or defease any Senior Subordinated Debt (the foregoing prohibited acts referred to in clauses (a) and (b) above are herein collectively referred to as "Restricted Payments"); provided, however, that
(c) notwithstanding the provisions of clause (a) above, the Company shall be permitted to make Restricted Payments to FMH to the extent necessary to enable FMH and/or Holdings to:
(i) pay its overhead expenses in an amount not to exceed $2,000,000 in the aggregate in any fiscal year Fiscal Year (exclusive of advisory fees in an amount not to exceed $250,000 in the Borrower aggregate in any Fiscal Year);
(ii) pay taxes; and
(iii) so long as (A) no Default shall have occurred and be continuing on the date such Restricted Payment is declared or to be made, nor would a Default result from the making of such Restricted Payment, (B) after giving effect to the making of such Restricted Payment, the Company shall be in pro forma compliance with the covenant set forth in Section 7.2.4(b) for the most recent full Fiscal Quarter immediately preceding the date of the making of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or clause (b) of Section 7.1.1, and (C) an Authorized Officer of the Company shall have delivered a certificate to the Administrative Agent in form and substance satisfactory to the Administrative Agent (including a calculation of the Company's pro forma compliance with the covenant set forth in Section 7.2.4(b) in reasonable detail) certifying as to the accuracy of clauses (c)(iii)(A) and (c)(iii)(B) above, repurchase, redeem or otherwise acquire or retire for value any Capital Stock of Holdings, or any warrant, option or other right to acquire Capital Stock of Holdings, held by any member of management of the Company or any of its Subsidiaries (including Management Investors) pursuant to any management equity subscription agreement or stock option agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock, warrants, options and other rights shall not exceed (I) $7,500,000 over the life of this Agreement plus (II) the aggregate cash proceeds received by the Company after the Original Closing Date (net of any such proceeds constituting Net Equity Proceeds required to be applied pursuant to Section 3.1.1) from any issuance of Capital Stock of Holdings, and warrants, options and other rights to acquire Capital Stock of Holdings, by Holdings or the Company to members of management of the Company and its Restricted Subsidiaries;
(d) notwithstanding the provisions of clauses (a) and (b) above, the Company and its Subsidiaries shall be permitted to make the Restricted Payments included in the Transaction; and
(e) notwithstanding the provisions of clauses (a) and (b) above, the Company may pay a non-cash dividend up to an amount equal to 50% FMH consisting solely of a transfer of all or a portion of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory prepayment of the loans under the Credit Agreement (Five Year) pursuant due to Section 3.1.2(d) therein)Company Intercompany Loan."
Appears in 1 contract
Sources: Credit Agreement (Formica Corp)
Restricted Payments, etc. On and at all times after the Effective Date subject to Section 7.2.18Date:
(a) the Borrower WWI will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock Capital Securities (now or hereafter outstanding) of the Borrower WWI or on any warrants, options or other rights with respect to any shares of any class of capital stock Capital Securities (now or hereafter outstanding) of the Borrower WWI (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups splits or reclassifications of its stock into additional or other shares of its common stock), ) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of capital stock Capital Securities (now or hereafter outstanding) of, the Borrowerof WWI, or warrants, options or other rights with respect to any shares of any class of capital stock Capital Securities (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectively, "Restricted Payments"); provided, that (x) WWI may make dividend payments under the BorrowerWWI Preferred Shares so long as no Default has occurred under this Agreement or the Senior Subordinated Note Indenture or would result therefrom, (y) WWI may use 50% of Net Equity Proceeds retained by WWI or its Subsidiaries under clause (d) of Section 3.1.1, solely for the redemption, in whole or in part, of such WWI Preferred Shares and (z) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year);
(b) the Borrower WWI will not, and will not prepay permit any of its Subsidiaries to
(i) make any payment or prepayment of principal of, or interest on, any Senior Subordinated Notes (A) on any day other Indebtedness than, in the case of interest only, the stated, scheduled date for such payment of interest set forth in the applicable Senior Subordinated Notes or prepay in the Senior Subordinated Note Indenture, or repay (B) which would violate the terms of this Agreement or the subordination provisions of the Senior Subordinated Note Indenture; or
(ii) redeem, purchase or defease, any Senior Subordinated Debt, except as expressly permitted under CLAUSE (D) of SECTION 7.2.2Notes; and
(c) the Borrower WWI will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; PROVIDED, HOWEVER, that, (i) the Borrower may pay dividends or make any distribution of up to the Maximum Available Amount; and (ii) in any fiscal year the Borrower may pay a dividend up to an amount equal to 50% of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory prepayment of the loans under the Credit Agreement (Five Year) pursuant due to Section 3.1.2(d) therein)."
Appears in 1 contract
Restricted Payments, etc. On and at all times after the Effective Date subject to Section 7.2.18Date:
(a) the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or rights or warrants to purchase its common capital stock or splitups split-ups or reclassifications of its stock into additional or other shares of its common stock), ) or apply, or permit any of its Restricted Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of capital stock (now or hereafter outstanding) of, the Borrower, or warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, other than (i) payments of dividends as required on preferred stock outstanding and (ii) dividends on common stock and purchases and redemptions of capital stock; provided, that the aggregate of all such dividends, purchases, and redemptions paid after January 1, 1992 does not exceed the sum of (x) thirty-three percent of cumulative income, net of cumulative losses, after January 1, 1992 and (y) one hundred percent of the cumulative proceeds from the issuance of any capital stock after January 1, 1992; provided, further, that no dividends on common stock shall be paid in cash, property, or obligations unless the net worth of the Borrower, based on the Borrower's latest available balance sheet, after subtracting therefrom intangible assets including goodwill, franchises, licenses, patents, trademarks, tradenames, copyrights, service marks, and brand names, is positive; provided, further, that notwithstanding any restriction contained in this Section 8.5, the Borrower may redeem any of its shares of capital stock in exchange for, or out of the proceeds of the substantially concurrent sale of, shares of capital stock, and any dividend otherwise permitted under the terms of this Section 8.5 on the date of such dividend's declaration shall be payable notwithstanding that on the date of payment, such dividend would not be permitted under this section; and provided, further, that Hybrid Preferred Securities shall not be treated as capital stock of the Borrower for purposes of this Section 8.5(a);
(b) the Borrower will not prepay any other Indebtedness or prepay or repay any Subordinated Debt, except as expressly permitted under CLAUSE (D) of SECTION 7.2.2; and
(c) the Borrower will not, and will not permit any Subsidiary of its Restricted Subsidiaries to, make any deposit for any of the foregoing purposes; PROVIDED, HOWEVER, that, ,
(i) the Borrower may pay dividends or make any distribution of up except to the Maximum Available Amount; and (ii) in extent of any fiscal year payment, prepayment, redemption, purchase or defeasance paid from the Borrower may pay a dividend up to an amount equal to 50% proceeds of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory prepayment of the loans under the Credit Agreement (Five Year) pursuant due to Section 3.1.2(d) therein)."issuance or sale of
Appears in 1 contract
Sources: Credit Agreement (Pogo Producing Co)
Restricted Payments, etc. On and at all times after the Effective Date subject to Section 7.2.18:Date,
(a) the Borrower subject to clause (b)(ii), WWI will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock Capital Securities (now or hereafter outstanding) of the Borrower WWI or on any warrants, options or other rights with respect to any shares of any class of capital stock Capital Securities (now or hereafter outstanding) of the Borrower WWI (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups splits or reclassifications of its stock into additional or other shares of its common stock), ) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of capital stock Capital Securities (now or hereafter outstanding) of, the Borrowerof WWI, or warrants, options or other rights with respect to any shares of any class of capital stock Capital Securities (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectively, "Restricted Payments"); provided, that (w) WWI may make Restricted Payments of dividends on WWI's Capital Securities or to repurchase WWI's Capital Securities in an amount up to $20,000,000 plus 50% of Net Income from the BorrowerEffective Date, so long as (i) both before and after giving effect to such Restricted Payment no Default has occurred and is continuing, (ii) WWI's Senior Debt to EBITDA ratio on a pro forma basis after giving effect to such Restricted Payment is less than 2.0 to 1 and (iii) WWI shall have at least $30,000,000 of unused Revolving Loan Commitments (x) WWI may make dividend payments under the WWI Preferred Shares so long as no Default has occurred, no default has occurred under or the Senior Subordinated Note Indenture or, in either case, would result therefrom, (y) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $5,000,000 in any Fiscal Year and an aggregate amount of $20,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year) and (z) WWI may make Restricted Payments to redeem, in whole or in part, WWI Preferred Shares, so long as before and after giving effect to such Restricted Payment, (i) no Default has occurred and is continuing, (ii) WWI's Senior Debt to EBITDA ratio on a pro forma basis after giving effect to such Restricted Payment is less than 2.0 to 1 and (iii) WWI shall have at least $30,000,000 of unused Revolving Loan Commitments;
(b) the Borrower WWI will not, and will not prepay permit any of its Subsidiaries to
(i) make any payment or prepayment of principal of, or interest on, any Senior Subordinated Notes (A) on any day other Indebtedness than, in the case of interest only, the stated, scheduled date for such payment of interest set forth in the applicable Senior Subordinated Notes or prepay in the Senior Subordinated Note Indenture, or repay (B) which would violate the terms of this Agreement or the subordination provisions of the Senior Subordinated Note Indenture; or
(ii) redeem, purchase or defease, any Senior Subordinated DebtNotes, except as expressly permitted under CLAUSE unless, so long as, both before and after giving effect to any such redemption, purchase or defeasance, (Dx) WWI's Senior Debt to EBITDA ratio on a pro forma basis after giving effect to such Restricted Payment is less than 2.0 to 1.0 and (y) WWI shall at the time of SECTION 7.2.2any such redemption, purchase or defeasance (have at least $30,000,000 of unused Revolving Loan Commitments; and
(c) the Borrower WWI will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; PROVIDED, HOWEVER, that, purposes (iexcept in connection with any permitted expenditure described in clauses (a) the Borrower may pay dividends or make any distribution of up to the Maximum Available Amount; and (iib) in any fiscal year the Borrower may pay a dividend up to an amount equal to 50% of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory prepayment of the loans under the Credit Agreement (Five Year) pursuant due to Section 3.1.2(d) thereinabove)."
Appears in 1 contract
Sources: Amendment No. 4 (Weight Watchers International Inc)
Restricted Payments, etc. On and at all times after the ------------------------ Effective Date subject to Section 7.2.18Date:
(a) the The Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower (other than dividends dividends, distributions or distributions grants of options to employees that are in each case payable in its common stock or options or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock), or ; provided that the Borrower may declare and pay dividends on its Series D Participating Convertible Preferred Stock in an aggregate amount after the Effective Date not to exceed $50,000. The Borrower will not apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of capital stock (now or hereafter outstanding) of, of the Borrower, or warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower; provided, however that so long as no Event of Default shall have occurred -------- and be continuing or would result therefrom, the Borrower may in the ordinary course of business redeem or repurchase (i) its capital stock from its employees pursuant to the exercise by such employees of stock options (so long as no net cash payments are required by the Borrower in connection therewith other than the deposit by the Borrower with appropriate taxing authorities of withholding tax payments due in connection therewith) or (ii) other shares in an amount not to exceed $200,000 per annum;
(b) the Borrower will not, and will not prepay permit any other Indebtedness of its Subsidiaries to
(i) make any payment or prepay or repay prepayment of principal of any Subordinated Debt, or make any payment or prepayment of interest on any Subordinated Debt on any day other than the stated, scheduled date for such interest payment set forth in the documents and instruments memorializing such Subordinated Debt or which would violate the subordination provisions of such Subordinated Debt; or
(ii) redeem, purchase or defease, any Subordinated Debt;
(c) the Borrower's Subsidiaries (other than its foreign Subsidiaries) will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) unless such dividends are paid to all shareholders of such Subsidiary on a ratable basis except as expressly permitted under CLAUSE (D) of SECTION 7.2.2that Aviant Information, Inc. may issue options on its stock pursuant to its employee stock option plan; and
(cd) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; PROVIDED, HOWEVER, that, (i) the Borrower may pay dividends or make any distribution of up to the Maximum Available Amount; and (ii) in any fiscal year the Borrower may pay a dividend up to an amount equal to 50% of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory prepayment of the loans under the Credit Agreement (Five Year) pursuant due to Section 3.1.2(d) therein)."
Appears in 1 contract
Sources: Credit Agreement (Whittaker Corp)
Restricted Payments, etc. On and at all times after the Effective Date subject to Section 7.2.18Closing Date:
(a) the Borrower will not, and will not permit any of its Subsidiaries to, declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the Borrower (other than (i) dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups (ii) splits or reclassifications of its stock Capital Stock into additional or other shares of a similar class of its common stock)Capital Stock, provided that such other class of Capital Stock (x) is not (by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise) redeemable at the option of the holder thereof, redeemable on or prior to September 30, 2006 or convertible or exchangeable for debt securities and (y) does not require the payment of dividends in cash) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase purchase, redeem or redeemexchange, any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of, of the BorrowerBorrower or Holdco, or warrants, options or other rights with respect to any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the BorrowerBorrower or Holdco;
(b) the Borrower will not prepay any other Indebtedness or prepay or repay any Subordinated Debt, except as expressly permitted under CLAUSE (D) of SECTION 7.2.2; and
(c) the Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, (i) directly or indirectly, make any deposit payment or prepayment of principal of, or make any payment of interest on any Subordinated Note or any promissory note referred to in clause (l) of Section 7.2.2 on any day other than the stated, scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such Subordinated Note (except in connection with the application of Excluded Equity Proceeds of the type described in clause (b) of the definition thereof or proceeds received by the Borrower in respect of Indebtedness of the type permitted pursuant to clause (h) of Section 7.2.2 which refinances such Subordinated Note) or any such promissory note, or which would violate the subordination provisions of such Subordinated Note or any such promissory note, or (ii) redeem, purchase or defease any Subordinated Note (except in connection with the application of Excluded Equity Proceeds of the type described in clause (b) of the definition thereof or proceeds received by the Borrower in respect of refinancing Indebtedness of the type permitted pursuant to clause (h) of Section 7.2.2 which refinances such Subordinated Note) or any such promissory note (the foregoing prohibited acts referred to clauses (a) and (b) are herein collectively referred to as "Restricted Payments"); provided, however, that
(c) notwithstanding the provisions of clause (a) or (b) above, the Borrower shall be permitted to make Restricted Payments to Holdco to the extent necessary to enable
(i) pay expenses incurred by Holdco in the ordinary course and solely in Holdco's capacity as a holding company or for services rendered on behalf of the Borrower, including, without limitation, (a) customary and reasonable salary, bonus and other benefits payable to officers, employees and consultants of Holdco, (b) customary and reasonable fees and expenses paid to members of the Board of Directors of Holdco or payments in respect of indemnification obligations, (c) reasonable general corporate overhead expenses of Holdco and (d) management, consulting or advisory fees paid to Holdco or to permit Holdco to pay management, consulting or advisory fees pursuant to the Management Services Agreement (as in effect on the Closing Date); provided, however, (A) with respect to clauses (a) through (c) above, the aggregate amount paid pursuant to all such clauses shall not exceed $2,000,000 in any Fiscal Year, and (B) with respect to clause (d) above, the amount of advisory fees shall not exceed $500,000 in any Fiscal Year, the amount of transaction fees in any Fiscal Year shall not exceed 1% of the aggregate transaction value (whether related to a single or series of related transactions), and the aggregate amount paid in respect of clause (d) above shall not exceed $1,500,000 in any Fiscal Year,
(ii) make payments in respect of Taxes,
(iii) so long as (A) no Default shall have occurred and be continuing on the date such Restricted Payment is declared or to be made, nor would a Default result from the making of such Restricted Payment, (B) after giving effect to the making of such Restricted Payment the Borrower shall be in pro forma compliance with the covenants set forth in Section 7.2.4 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or clause (b) of Section 7.1.1, and (C) a chief financial Authorized Officer of the Borrower shall have delivered a certificate to the Agents in form and substance satisfactory to the Agents (including a calculation of the Borrower's compliance with the covenants set forth in Section 7.2.4) certifying as to the accuracy of clauses(c)(iii)(A) and (c)(iii)(B) above, (1) purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Holdco held by directors, officers or employees of Holdco, the Borrower or any of its Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates or beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the foregoing purposes; PROVIDEDterms of such stock option plan or any other agreement under which such shares of Capital Stock, HOWEVERoptions, thatrelated rights or similar securities were issued, (2) make payments in respect of any promissory note referred to in clause (e) of Section 5.12 of the Holdco Guaranty and Pledge Agreement, or (3) make payments in respect of any promissory note referred to in clause (1) of Section 7.2.2 in an aggregate amount, in the case of this clause (c)(iii), not to exceed $2,000,000 in any Fiscal Year (it being
(iv) pay lease payment obligations owed by Holdco in respect of the Specified Leases (as defined in the Holdco Guaranty and Pledge Agreement) to which Holdco is a party.
(d) notwithstanding the provisions of clauses (a) and (b) above, the Borrower and its Subsidiaries shall be permitted to pay dividends to Holdco subsequent to the fifth anniversary of the Closing Date to enable Holdco to pay cash interest on the Discount Notes in accordance with the terms of such Indebtedness in an aggregate amount not to exceed 25% of Excess Cash Flow for the period from January 1, 1999 through the most recently ended Fiscal Quarter so long as (A) after giving effect to the making of such Restricted Payment, (i) the Borrower may pay dividends or make any distribution of up to the Maximum Available Amount; Leverage Ratio shall be less than 4.0:1.0 on a pro forma basis and (ii) in any fiscal year the Borrower may pay a dividend up to an amount equal to 50% shall be in pro forma compliance with the Fixed Charge Coverage Ratio covenant set forth in clause (d) of Section 7.2.4, in each case for the most recent full Fiscal Quarter immediately preceding the date of the Excess Cash Flow making of such Restricted Payment for which the preceding Fiscal Year relevant financial information has been delivered pursuant to clause (so long as a) or clause (b) of Section 7.1.1 and (B) a chief financial Authorized Officer of the Borrower has first made shall have delivered a certificate to the mandatory prepayment Administrative Agent (including a calculation of the loans Leverage Ratio and Fixed Charge Coverage Ratio in reasonable detail) certifying to the accuracy of clause (A) above and certifying that no Default shall have occurred and be continuing on the date such Restricted Payment is made, nor would a Default result from the making of such Restricted Payment; and
(e) notwithstanding the provisions of clauses (a) and (b) above, the Borrower and its Subsidiaries shall be permitted to make the Restricted Payments in respect of the Closing Date Dividend and other obligations of Holdco under to the Credit Stock Purchase Agreement (Five Year) pursuant due to Section 3.1.2(d) therein)in respect of purchase price adjustments and indemnification obligations thereunder."
Appears in 1 contract
Restricted Payments, etc. On and at all times after the Effective Date subject to Section 7.2.18Date:
(a) Holdings and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, declare, pay or make any dividend payment, dividend, distribution or distribution exchange (in cash, property or obligations) on or in respect of any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of Holdings or the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of Holdings or the Borrower (other than (i) dividends or distributions payable in its common stock Capital Stock or warrants to purchase its common stock or splitups Capital Stock and (ii) splits or reclassifications of its stock Capital Stock into additional or other shares of its common stock), Capital Stock) or apply, or permit any of its the Restricted Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its the Restricted Subsidiaries to purchase purchase, redeem or redeemexchange, any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of, of Holdings or the Borrower, Borrower or warrants, options or other rights with respect to any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of Holdings, or the Borrower;
(b) the Borrower will not prepay any other Indebtedness or prepay or repay any Subordinated Debt, except as expressly permitted under CLAUSE (D) of SECTION 7.2.2; and
(c) Holdings and the Borrower will not, and will not permit any Subsidiary of the Restricted Subsidiaries to, except with the proceeds of (x) any Permitted Subordinated Debt, or (y) any issuance or sale by Holdings or the Borrower of any Capital Stock of Holdings or the Borrower or any capital contribution to Holdings or the Borrower, (A) directly or indirectly make any deposit payment or prepayment of principal of, or make any payment of interest on, any Permitted Subordinated Debt, on any day other than the stated, scheduled date for such payment or prepayment set forth in the Permitted Subordinated Debt Documents, or which would violate the subordination provisions of the Permitted Subordinated Debt Documents, or (B) redeem, purchase or defease any Permitted Subordinated Debt; (the foregoing prohibited acts referred to in clauses (a) and (b) above are herein collectively referred to as "Restricted Payments"); provided that
(c) notwithstanding the provisions of clause (a) above, the Borrower shall be permitted to make Restricted Payments to Holdings (x) pursuant to the Administrative Services Agreement which payments shall, to the extent applicable, be promptly applied by Holdings to meet its obligations under the Retained Interests and (y) to the extent necessary to enable Holdings to
(i) pay its overhead expenses;
(ii) pay taxes;
(iii) so long as (A) no Default shall have occurred and be continuing on the date such Restricted Payment is declared or to be made, nor would a Default result from the making of such Restricted Payment, (B) after giving effect to the making of such Restricted Payment, the Borrower shall be in pro forma compliance with the covenant set forth in clause (a) of Section 7.2.4 for the most recent full Fiscal Quarter immediately preceding the date of the making of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or clause (b) of Section 7.1.1, and (C) an Authorized Officer of the Borrower shall have delivered a certificate to the Administrative Agent in form and substance satisfactory to the Administrative Agent (including a calculation of the Borrower's pro forma compliance with the covenant set forth in clause (a) of Section 7.2.4 in reasonable detail) certifying as to the accuracy of clauses (b)(iii)(A) and (b)(iii)(B) above, repurchase, redeem or otherwise acquire or retire for value any Capital Stock of Holdings, or any warrant, option or other right to acquire any such Capital Stock of Holdings, held by any director, any member of management or an employee or Independent Contractor of Holdings, the Borrower or any of the foregoing purposes; PROVIDEDRestricted Subsidiaries pursuant to any employment agreement, HOWEVERmanagement equity subscription agreement, thatrestricted stock plan, stock option agreement or other similar arrangement so long as the total amount of the net cash consideration paid by Holdings, the Borrower and its Subsidiaries in respect of such repurchases, redemptions, acquisitions, retirements and payments shall not exceed (iI) $7,500,000 in any calendar year (with unused amounts in any calendar year being carried forward to succeeding calendar years subject to a maximum (without giving effect to the following clause (II)) of $12,500,000 in any calendar year) plus (II) the aggregate cash proceeds received by the Borrower may pay dividends during such calendar year from any reissuance of Capital Stock of Holdings, and warrants, options and other rights to acquire Capital Stock of Holdings, by Holdings or make any distribution the Borrower to directors, members of up management and employees of the Borrower and the Restricted Subsidiaries (to the Maximum Available Amountextent such proceeds are not otherwise required to be applied pursuant to clause (d) of Section 3.1.1);
(iv) make payments in respect of expenses, fees and other costs in connection with litigation;
(v) make payments in respect of employee benefit plans or other similar arrangements;
(vi) pay fees and expenses in connection with the Transaction; and and
(iivii) in any fiscal year pay cash dividends permitted under clause (f) below;
(d) notwithstanding the provisions of clause (a) above, the Borrower may pay a non-cash dividend up to Holdings consisting solely of the transfer of all or a portion of the Intercompany Loan;
(e) notwithstanding the provisions of clause (a) above, Holdings may make the payments referred to in clause (c)(iii) above; and
(f) notwithstanding the provisions of clause (a) above, Holdings may pay a cash dividend to the holders of its common Capital Stock in an amount not to exceed $10,000,000 in any Fiscal Year so long as no Event of Default shall have occurred and be continuing on the date such Restricted Payment is declared nor, on a pro forma basis as of such date, would an Event of Default result from the making of such Restricted Payment; provided that such amount may be increased by an amount equal to 50% the portion of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the that was not required to be applied to a mandatory prepayment of the loans under the Credit Agreement (Five Year) Term Loans pursuant due to Section 3.1.2(d3.1.1(b) therein(or in respect of Fiscal Years ending prior to January 31, 2007, would have been required if not for the operation of the first parenthetical to Section 3.1.1(b)) so long as (A) no Default shall have occurred and be continuing on the date such Restricted Payment is declared nor, on a pro forma basis as of such date, would a Default result from the making of such Restricted Payment, (B) after giving pro forma effect to the making of such Restricted Payment, as of such date the Borrower shall be in pro forma compliance with the covenant set forth in clause (a) of Section 7.2.4 for the most recent full Fiscal Quarter immediately preceding the date of the making of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or clause (b) of
Section 7.1. 1, (C) after giving pro forma effect to the making of such Restricted Payment as of such date, the Borrower shall have demonstrated a Leverage Ratio no greater than 2.50:1.00 for the most recent full Fiscal Quarter immediately preceding the date of the making of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or clause (b) of Section 7.1.1, and (D) an Authorized Officer of the Borrower shall have delivered a certificate to the Administrative Agent in form and substance satisfactory to the Administrative Agent (including a calculation of the Borrower's pro forma compliance with the covenant set forth in clause (a) of Section 7.2.4 in reasonable detail) certifying as to the accuracy of clauses (f)(i)(A), (f)(i)(B) and (f)(i)(C) above."
Appears in 1 contract
Sources: Lender Consent Letter (Merrill Corp)
Restricted Payments, etc. On and at all times after the Effective Date subject to Section 7.2.18:
(a) Closing Date, the Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, declare, pay or make any dividend dividend, distribution or distribution exchange (in cash, property or obligations) or other payment on or in respect of any Senior Notes, any New Senior Notes, any Additional Senior Notes, any Supplemental Senior Notes or any other Permitted Parent Debt, any shares of Preferred Stock of the Parent or any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the Borrower (other than (i) dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups stock, (ii) splits or reclassifications of its stock Capital Stock into additional or other shares of a similar class of its common stock)Capital Stock (provided that such other class of Capital Stock (x) is not (by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise) redeemable, at the option of the holder thereof, on or prior to February 8, 2010 or convertible or exchangeable for debt securities and (y) does not require the payment of dividends in cash) and (iii) in the case of Preferred Stock, dividends or distributions payable in additional Preferred Stock) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the payment, purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase pay, purchase, redeem or redeemexchange, any Senior Notes, any New Senior Notes, any Additional Senior Notes, any Supplemental Senior Notes or any other Permitted Parent Debt, or any shares of Preferred Stock of the Parent or any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of, of the Borrower, or warrants, options or other rights with respect to any shares of Preferred Stock of the Parent or any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the BorrowerBorrower (the foregoing prohibited acts are herein collectively referred to as “Restricted Payments”); provided, however, that notwithstanding the foregoing provisions,
(a) so long as (A) no Default shall have occurred and be continuing on the date such Restricted Payment is declared or to be made, nor would a Default result from the making of such Restricted Payment, (B) after giving effect to the making of such Restricted Payment the Parent and its Subsidiaries shall be in pro forma compliance with the covenants set forth in Section 7.2.4 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Payment for which relevant financial information has been delivered pursuant to clause (a) or (b) of Section 7.1.1, and (C) an Authorized Officer of the Borrower shall have delivered a certificate to the Agents in form and substance satisfactory to the Agents (including a calculation of compliance with the covenants set forth in Section 7.2.4) certifying as to the accuracy of clauses (A) and (B) above, the Borrower shall be permitted to pay cash dividends to the Parent to the extent necessary to enable the Parent to
(i) repurchase, redeem or otherwise acquire or retire for value any common stock of the Parent, or any warrant, option or other right to acquire common stock of the Parent, from former employees or directors of the Parent or any Subsidiary for consideration not to exceed (x) $500,000 in the aggregate in any Fiscal Year (with unused amounts in any Fiscal Year being carried forward to subsequent Fiscal Years), and (y) in the case of any Itemized Executive, $2,000,000 per Itemized Executive (plus the amount of any proceeds of any key man life insurance received by the Borrower or any Subsidiary in respect of such Itemized Executive) in any Fiscal Year up to an aggregate amount not to exceed $5,000,000 in any Fiscal Year; provided, that the aggregate amount of all such repurchases made pursuant to this clause (i) shall not exceed $17,000,000 over the term of this Agreement (excluding the amount of any proceeds of any key man life insurance received by the Borrower or any Subsidiary in respect of any Itemized Executive);
(ii) pay cash interest on the Permitted Parent Debt in an aggregate amount which, after giving effect to such payment, would not exceed $139,000,000 for the 12-month period immediately preceding such payment; and
(b) the Borrower will not prepay any shall be permitted to make Restricted Payments to the Parent in amounts required for the Parent to pay when due income and franchise taxes and other Indebtedness or prepay or repay any Subordinated Debtfees and expenses required to maintain its corporate existence and satisfy its reporting and financial obligations and to pay out-of-pocket costs, except as expressly permitted under CLAUSE (D) of SECTION 7.2.2; andoperating expenses and other amounts required to be paid by the Parent during such Fiscal Year.
(cb) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any Section 7.2.10 of the foregoing purposes; PROVIDED, HOWEVER, that, (i) the Borrower may pay dividends or make any distribution of up to the Maximum Available Amount; and (ii) in any fiscal year the Borrower may pay a dividend up to an amount equal to 50% of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory prepayment of the loans under the Credit Agreement (Five Year) pursuant due is amended in its entirety to Section 3.1.2(d) therein)."read as follows:
Appears in 1 contract
Restricted Payments, etc. On and at all times after the ------------------------ Effective Date subject to Section 7.2.18Date:
(a) the The Borrower will not, and will not permit any of its Subsidiaries to, declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or such Subsidiary or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or such Subsidiary (other than in the case of (I) the Borrower (x) dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock), (y) scheduled dividend payments on its preferred stock so long as no Default or Event of Default has occurred and is continuing both before and after giving effect to the payment of such dividend and (z) distributions to any Subsidiary which is a limited liability company of the Borrower solely to permit the members thereof to make payment of its federal and state income tax liability attributable to such limited liability company's taxable income, whether or not a Default or an Event of Default then or (II) any Subsidiary which is a limited liability company, distributions to members of any such Subsidiary solely to permit such members to make payment of their federal and state income tax liability attributably to such member's taxable income of such Subsidiary whether or not a Default or an Event of Default than exists) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of capital stock (now or hereafter outstanding) of, of the Borrower, or warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, except that (A) except as otherwise approved by the Lenders, the Borrower may redeem the Series A Preferred Stock at any time on or prior to January 1, 1999 so long as (x) no Default or Event of Default has occurred and is continuing both before and after giving effect to such redemption and (y) the aggregate amount paid by the Borrower in connection with such redemption shall not exceed the lesser of (I) $6,000,000, and (II) the aggregate amount of any new equity issued by the Borrower from the date hereof through and including January 1, 1999, (B), in addition to distributions permitted pursuant to clause (a)(II) above, -------------------- any Subsidiary of the Borrower may declare and pay cash dividends and distributions to its equity holders and (C) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may redeem or purchase shares of its stock held by former employees of the Borrower or any of its Subsidiaries following their death, disability or the termination of their employment;
(b) the Borrower will not, and will not prepay permit any other Indebtedness of its Subsidiaries to:
(i) make any payment or prepay prepayment of principal of, or repay make any payment of interest on, any Subordinated DebtDebt or on any put option granted to a holder of Subordinated Debt on any day other than the stated, except scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such Subordinated Debt or such put option, or which would violate the subordination provisions of such Subordinated Debt or such put option, or while any Default or Event of Default exists and is continuing both before and after giving effect to such payment; or
(ii) redeem, purchase or defease any Subordinated Debt other than Subordinated Debt held by a Provider or a Practice, so long as expressly permitted under CLAUSE (D) no Default or Event of SECTION 7.2.2Default exists or is continuing both before and after giving effect to such redemption, purchase or defeasance; and
(c) the Borrower will not, and will not permit any Subsidiary to, make any sinking fund payment or deposit for any of the foregoing purposes; PROVIDED, HOWEVER, that, (i) the Borrower may pay dividends or make any distribution of up to the Maximum Available Amount; and (ii) in any fiscal year the Borrower may pay a dividend up to an amount equal to 50% of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory prepayment of the loans under the Credit Agreement (Five Year) pursuant due to Section 3.1.2(d) therein)."
Appears in 1 contract
Restricted Payments, etc. On and at all times after the Effective Date subject to Section 7.2.18date hereof:
(a) the Borrower will not, and will not permit any of its Subsidiaries to, declare, pay or make any dividend payment, dividend, distribution or distribution exchange (in cash, property or obligations) on or in respect of any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the Borrower (other than (i) dividends or distributions payable in its common stock Capital Stock or warrants warrants, options or other rights with respect to purchase its common stock or splitups Capital Stock and (ii) exchanges, splits or reclassifications of any of its stock Capital Stock into additional or other shares of its common stock), Capital Stock) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets (other than Capital Stock of the Borrower or any warrants, options or other rights with respect thereto) to the purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase purchase, redeem or redeemexchange, any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of, of the Borrower, or any warrants, options or other rights with respect to any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the Borrower;
Borrower with any funds, property or assets (b) other than Capital Stock of the Borrower will not prepay or any warrants, actions or other Indebtedness rights with respect thereto); provided, that the Borrower and its Subsidiaries may make payments up of to $1,000,000 per Fiscal Year to repurchase, redeem or prepay otherwise acquire or repay retire any Subordinated Debt, except as expressly permitted under CLAUSE Capital Stock (Dor options or warrants for the same) of SECTION 7.2.2the Borrower or any of its Subsidiaries from any director, officer or employee or any employee plan or similar arrangement; and
(cb) the Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, make any deposit for any of the foregoing purposes; PROVIDED, HOWEVER, that, (i) the Borrower may pay dividends make any payment or prepayment of principal of, or make any distribution payment of up interest on, any Senior Notes on any day prior to the Maximum Available Amount; date fixed for payment therefor as set forth in the Senior Note Indenture and (y) pursuant to Sections 4.07 and 4.08 of the Senior Note Indenture (in each case as in effect on the date hereof) or (ii) except as permitted in clause (i) above, redeem, purchase or defease any fiscal year the Borrower may pay a dividend up Senior Notes; The foregoing prohibited acts referred to an amount equal in clauses (a) and (b) above are herein collectively referred to 50% of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory prepayment of the loans under the Credit Agreement (Five Year) pursuant due to Section 3.1.2(d) therein)"Restricted Payments"."
Appears in 1 contract
Sources: Credit Agreement (Medaphis Corp)
Restricted Payments, etc. On and at all times after the Effective Date subject to Section 7.2.18:
(a) the Borrower ADT Limited will not, and will not declarepermit any of its subsidiaries to, directly or indirectly,
(i) declare or pay any dividend on, or make any dividend or distribution (in cashto holders of, property or obligations) on any shares of any class Capital Stock of capital stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower ADT Limited (other than dividends or distributions payable in its common stock shares of Capital Stock of ADT Limited or in rights, warrants or options to purchase its common stock such Capital Stock, but excluding dividends or splitups distributions payable in Redeemable Capital Stock or reclassifications of its stock into additional in options, warrants or other rights to purchase Redeemable Capital Stock, provided that dividends on Redeemable Capital Stock may be paid in shares of its common stocksuch Redeemable Capital Stock),
(ii) purchase, redeem, retire or otherwise acquire for value, or apply, or permit make any payment on account of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund retirement or other retirement acquisition for value of, any Capital Stock of ADT Limited or agree any warrants, rights or permit any of its Subsidiaries options to purchase or redeemacquire any such Capital Stock, or
(iii) declare or pay any dividend on, or make any distribution to holders of, any shares Capital Stock of any class subsidiary of capital stock ADT Limited (now or hereafter outstandingother than (A) of, the Borrower, or warrants, options or other rights with respect to any shares such Capital Stock held by ADT Limited or any of its Wholly Owned Subsidiaries or (B) with respect to the Voting Stock of any class subsidiary, made on a pro rata basis, consistent with the ownership interests in such Voting Stock, to the owners of capital stock (now such Voting Stock) or hereafter outstanding) purchase, redeem or otherwise acquire or retire for value, or make any payment on account of the Borrower;
purchase, redemption, retirement or other acquisition for value of, any outstanding Capital Stock of any subsidiary of ADT Limited (bother than any such Capital Stock held by ADT Limited or any of its Wholly Owned Subsidiaries) or any warrants, rights or options to purchase or acquire any such outstanding Capital Stock (such payments or any other actions described in (but not excluded from) the Borrower will not prepay any other Indebtedness or prepay or repay any Subordinated Debt, except as expressly permitted under CLAUSE (D) of SECTION 7.2.2; and
(c) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; PROVIDED, HOWEVER, that, clauses (i) through (iii) being herein referred to as "Restricted Distributions"), unless such Restricted Distribution would be permitted by the Borrower may pay dividends or make any distribution of up to the Maximum Available Amount; and (ii) in any fiscal year the Borrower may pay a dividend up to an amount equal to 50% terms of the Excess Cash Flow for the preceding Fiscal Year (so long Senior Note Indenture as the Borrower has first made the mandatory prepayment of the loans under the Credit Agreement (Five Year) pursuant due to Section 3.1.2(d) therein)."in effect on 23 August 1995; provided, however, that
Appears in 1 contract
Sources: Guarantee (Adt Limited)
Restricted Payments, etc. On and at all times after the Effective Date subject to Section 7.2.18:
(a) the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock), or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of capital stock (now or hereafter outstanding) of, the Borrower, or warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower;
(b) the Borrower will not prepay any other Indebtedness or prepay or repay any Subordinated Debt, except as expressly permitted under CLAUSE (D) of SECTION 7.2.2; and
(c) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; PROVIDED, HOWEVER, that, (i) the Borrower may pay dividends or make any distribution of up to the Maximum Available Amount; and (ii) in any fiscal year the Borrower may pay a dividend up to an amount equal to 50% of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory prepayment of the loans under the Credit Agreement (Five Year) pursuant due to Section 3.1.2(dSECTION 3.1.2(D) therein)."
Appears in 1 contract
Sources: Credit Agreement (Aristotle Corp)
Restricted Payments, etc. On and at all times after the Effective Date subject to Section 7.2.18:
(a) the Borrower date hereof, Spherion will not, and will not permit any of its Subsidiaries to, declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Borrower Spherion or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower Spherion (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock), or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of capital stock (now or hereafter outstanding) of, the Borrowerof Spherion, or warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of Spherion. Notwithstanding the Borrowerforegoing and so long as there shall not exist an Event of Default which is continuing,
(a) Spherion may declare and pay dividends with respect to any fiscal year in an amount not to exceed 10% of Consolidated Net Income for such fiscal year;
(b) the Borrower will not prepay any wholly owned (other than with respect to directors' qualifying shares) Subsidiary of Spherion may pay dividends or other distributions to Spherion or any other Indebtedness such wholly owned Subsidiary of Spherion;
(c) Spherion may purchase or prepay redeem or repay make open market purchases of any Subordinated Debt, except class of capital stock in any fiscal year at an aggregate cost not to exceed (i) $300,000,000 during its fiscal year 2001 and (ii) 5% of Consolidated Net Worth as expressly permitted under CLAUSE (D) at the end of SECTION 7.2.2any fiscal year thereafter; and
(cd) Spherion or a Subsidiary may purchase and repurchase certificates of membership interest in Atrium (U.S.-B) LLC, a Subsidiary, as provided in the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; PROVIDED, HOWEVER, that, (i) the Borrower may pay dividends or make any distribution of up to the Maximum Available Amount; and (ii) in any fiscal year the Borrower may pay a dividend up to an amount equal to 50% of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory prepayment of the loans under the Credit Agreement (Five Year) pursuant due to Section 3.1.2(d) therein)Financing Transaction."
Appears in 1 contract
Sources: Credit Agreement (Spherion Corp)
Restricted Payments, etc. On and at all times after the Effective Date subject to Section 7.2.18Date:
(a) the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on Distribution with respect to any shares of any class of capital stock its Capital Stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any such shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock), or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of, of the Borrower, or warrants, options or other rights with respect to any such shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the Borrower; provided, however, that the Borrower may -95- 104
(i) make Distributions to the Parent to the extent that it is necessary to permit the Parent to pay taxes based on income and franchise taxes and other similar licensure expenses and other actual and reasonable general administrative costs and expenses attributable to the operations of the Parent;
(ii) make Distributions to the Parent to the extent it is necessary to make payments of interest on the Series A Notes and Series B Notes on the regular scheduled dates therefor, so long as, immediately before and after giving effect thereto, no Default shall have occurred and be continuing; and
(iii) make a Distribution to the Parent to the extent necessary to make a Distribution declared by the Parent (but in no event exceeding the amount of such Distribution permitted to be made by the Parent pursuant to the succeeding clause (b)) , so long as, immediately before and after giving effect thereto, no Default shall have occurred and be continuing and the Distribution by the Parent is so made at such time;
(b) the Borrower Parent will not prepay declare, pay or make any Distribution with respect to any shares of its Capital Stock (now or hereafter outstanding) or on any warrants, options or other Indebtedness rights with respect to any such shares of Capital Stock (now or prepay hereafter outstanding) or repay apply, or permit any Subordinated Debtof its Subsidiaries to apply, except as expressly permitted under CLAUSE any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of Capital Stock (Dnow or hereafter outstanding) of SECTION 7.2.2the Parent, or warrants, options or other rights with respect to any such shares of Capital Stock (now or hereafter outstanding) of the Parent; provided, however, that the Parent may declare, pay and make cash Distributions to its stockholders in any Fiscal Year, so long as
(i) both before and after giving effect to any such payment, no Default shall have occurred and be continuing,
(ii) the Parent shall have delivered to the Administrative Agent (A) financial statements prepared on a pro forma basis to give effect to such Distribution for the period of four consecutive Fiscal Quarters ending with the Fiscal Quarter then last ended for which financial statements and the Compliance Certificate relating thereto have been delivered to the Administrative Agent pursuant to Sections 8.1.1 and (B) a certificate of the Parent executed by its chief financial or accounting Authorized Officer demonstrating that the financial results reflected in such financial statements would comply with the requirements of Section 8.2.4 for the Fiscal Quarter in which such Distribution is to be made, and
(iii) the aggregate amount of such Distribution to be made by the Parent pursuant to this clause (b), when added to the aggregate amount of all such Distributions during the Fiscal Year in which such Distribution would be made, does not exceed the amount set forth below opposite such Fiscal Year -96- 105 FISCAL YEAR AMOUNT ----------- ------ 1997 Fiscal Year $3,000,000 1998 Fiscal Year The lesser of (i) 15% of Net Income of the Parent for the 1997 Fiscal Year and (ii) $6,000,000 1999 Fiscal Year 15% of Net Income of the Parent for the 1998 Fiscal Year 2000 Fiscal Year and each 20% of Net Income of the Fiscal Year thereafter Parent for the immediately prior Fiscal Year
(c) the Borrower will not permit any of its Subsidiaries to declare, pay or make any Distribution with respect to any shares of Capital Stock (now or hereafter outstanding) of any such Subsidiary (other than (x) with respect to any such shares held by the Borrower or any of its Wholly Owned Subsidiaries and (y) with respect to such shares which are shares of common stock, so long as such Distribution is made on a pro rata basis, consistent with the ownership interests in such shares of common stock, to the owners of such shares of common stock) or apply any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree to purchase or redeem, any shares of any class of Capital Stock (now or hereafter outstanding) of any such Subsidiary, or warrants, options or other rights with respect to any such shares of Capital Stock (now or hereafter outstanding) of any such Subsidiary (other than any such shares, warrants, options or other rights held by the Borrower or any of its Wholly Owned Subsidiaries);
(d) the Borrower and the Parent will not, and will not permit any Subsidiary of their respective Subsidiaries to
(i) make any payment or prepayment of principal of, or make any payment of interest on, any Subordinated Debt on any day other than the stated, scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such Subordinated Debt, or which would violate the subordination provisions of such Subordinated Debt; or
(ii) redeem, purchase or defease, any Subordinated Debt; and -97- 106
(e) the Borrower and the Parent will not, and will not permit any of their respective Subsidiaries to, make any deposit for any of the foregoing purposes; PROVIDED, HOWEVER, that, (i) the Borrower may pay dividends or make any distribution of up to the Maximum Available Amount; and (ii) in any fiscal year the Borrower may pay a dividend up to an amount equal to 50% of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory prepayment of the loans under the Credit Agreement (Five Year) pursuant due to Section 3.1.2(d) therein)."
Appears in 1 contract
Sources: Credit Agreement (Budget Group Inc)
Restricted Payments, etc. On and at all times after the Effective Date subject to Section 7.2.18:September 29, 1999.
(a) the Borrower Subject to CLAUSE (b)(ii), WWI will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock Capital Securities (now or hereafter outstanding) of the Borrower WWI or on any warrants, options or other rights with respect to any shares of any class of capital stock Capital Securities (now or hereafter outstanding) of the Borrower WWI (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups splits or reclassifications of its stock into additional or other shares of its common stock), ) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of capital stock Capital Securities (now or hereafter outstanding) of, the Borrowerof WWI, or warrants, options or other rights with respect to any shares of any class of capital stock Capital Securities (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectively, "RESTRICTED PAYMENTS"); PROVIDED, that (w) WWI may -73- make Restricted Payments of dividends on WWI's Capital Securities or to repurchase WWI's Capital Securities in an amount up to $20,000,000 plus 50% of Net Income from the BorrowerEffective Date, so long as (i) both before and after giving effect to such Restricted Payment no Default has occurred and is continuing, (ii) WWI's Senior Debt to EBITDA ratio on a pro forma basis after giving effect to such Restricted Payment is less than 2.0 to 1 and (iii) WWI shall have at least $30,000,000 of unused Revolving Loan Commitments (x) WWI may make dividend payments under the WWI Preferred Shares so long as no Default has occurred, no default has occurred under or the Senior Subordinated Note Indenture or, in either case, would result therefrom, (y) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $5,000,000 in any Fiscal Year and an aggregate amount of $20,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year) and (z) WWI may make Restricted Payments to redeem, in whole or in part, WWI Preferred Shares, so long as before and after giving effect to such Restricted Payment, (i) no Default has occurred and is continuing, (ii) WWI's Senior Debt to EBITDA ratio on a pro forma basis after giving effect to such Restricted Payment is less than 2.0 to 1 and (iii) WWI shall have at least $30,000,000 of unused Revolving Loan Commitments;
(b) the Borrower WWI will not, and will not prepay permit any of its Subsidiaries to
(i) make any payment or prepayment of principal of, or interest on, any Senior Subordinated Notes (A) on any day other Indebtedness than, in the case of interest only, the stated, scheduled date for such payment of interest set forth in the applicable Senior Subordinated Notes or prepay in the Senior Subordinated Note Indenture, or repay (B) which would violate the terms of this Agreement or the subordination provisions of the Senior Subordinated Note Indenture; or
(ii) redeem, purchase or defease, any Senior Subordinated DebtNotes, except as expressly permitted under CLAUSE unless, so long as, both before and after giving effect to any such redemption, purchase or defeasance, (Dx) WWI's Senior Debt to EBITDA ratio on a pro forma basis after giving effect to such Restricted Payment is less than 2.0 to 1.0 and (y) WWI shall at the time of SECTION 7.2.2any such redemption, purchase or defeasance (have at least $30,000,000 of unused Revolving Loan Commitments; and
(c) the Borrower WWI will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; PROVIDED, HOWEVER, that, purposes (iexcept in connection with any permitted expenditure described in CLAUSES (A) the Borrower may pay dividends or make any distribution of up to the Maximum Available Amount; and (iiB) in any fiscal year the Borrower may pay a dividend up to an amount equal to 50% of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory prepayment of the loans under the Credit Agreement (Five Year) pursuant due to Section 3.1.2(d) thereinabove)."
Appears in 1 contract
Sources: Credit Agreement (Weight Watchers International Inc)
Restricted Payments, etc. On and at all times after the Restatement Effective Date subject to Section 7.2.18Date:
(a) the Revolving Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Revolving Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Revolving Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock), ) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of capital stock (now or hereafter outstanding) of, of the Revolving Borrower, or warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower;Revolving Borrower (collectively, "DISTRIBUTIONS"); and
(b) the Borrower will not prepay any other Indebtedness or prepay or repay any Subordinated Debt, except as expressly permitted under CLAUSE (D) of SECTION 7.2.2; and
(c) the Revolving Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; PROVIDED, HOWEVERthat following the Restatement Effective Date, that, the Revolving Borrower may make Distributions in cash if all the following conditions are met:
(iA) no Default shall have occurred and be continuing both prior to and after giving effect to the declaration and payment of any such Distribution;
(B) the Borrower may pay dividends or make any distribution aggregate cumulative amount of up to Distributions made after the Maximum Available Amount; and (ii) in any fiscal year the Borrower may pay a dividend up to an amount equal to Restatement Effective Date shall not exceed 50% of the Excess Cash Flow cumulative amount of Consolidated Net Income for the preceding Fiscal Year period after September 30, 1995;
(so long as the Borrower has first C) no Distribution may be made the mandatory prepayment with any of the loans under proceeds of any Credit Extension; and
(D) prior to payment of such Distribution, the Credit Agreement Revolving Borrower shall deliver to the Administrative Agent a certificate signed by a senior financial Authorized Officer of the Revolving Borrower, certifying compliance with the foregoing CLAUSES (Five Yeara) pursuant due to Section 3.1.2(d) thereinand (b)."
Appears in 1 contract
Restricted Payments, etc. On and at all times after the Restatement Effective Date subject to Section 7.2.18Date:
(a) the Revolving Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Revolving Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Revolving Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock), ) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of capital stock (now or hereafter outstanding) of, of the Revolving Borrower, or warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower;Revolving Borrower (collectively, "DISTRIBUTIONS"); and
(b) the Borrower will not prepay any other Indebtedness or prepay or repay any Subordinated Debt, except as expressly permitted under CLAUSE (D) of SECTION 7.2.2; and
(c) the Revolving Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; PROVIDED, HOWEVERthat following the Restatement Effective Date, that, the Revolving Borrower may make Distributions in cash if all the following conditions are met:
(iA) no Default shall have occurred and be continuing both prior to and after giving effect to the declaration and payment of any such Distribution;
(B) the Borrower may pay dividends or make any distribution aggregate cumulative amount of up to Distributions made after the Maximum Available Amount; and (ii) in any fiscal year the Borrower may pay a dividend up to an amount equal to Restatement Effective Date shall not exceed 50% of the Excess Cash Flow cumulative amount of Consolidated Net Income for the preceding Fiscal Year period after September 30, 1995; and
(so long as the Borrower has first C) no Distribution may be made the mandatory prepayment with any of the loans under the proceeds of any Credit Agreement (Five Year) pursuant due to Section 3.1.2(d) therein)Extension."
Appears in 1 contract
Restricted Payments, etc. On and at all times after the ------------------------- Effective Date subject to Section 7.2.18Date:
(a) the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock), or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of capital stock (now or hereafter outstanding) of, the Borrower, or warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower;
(b) the Borrower will not prepay any other Indebtedness or prepay or repay any Subordinated Debt, except as expressly permitted under CLAUSE clause (Dd) ---------- of SECTION Section 7.2.2; andand -------------
(c) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; PROVIDEDprovided, HOWEVERhowever, that, (ithat,(i) the Borrower may pay dividends or make any distribution a dividend of up to $1,800,000 -------- ------- to Holdings from the Maximum Available Amount; date hereof to December 31, 2001 and (ii) in any fiscal each year thereafter the Borrower may pay a dividend up to an amount equal to 50% of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory prepayment of the loans under the Credit Agreement (Five Year) pursuant due to Section 3.1.2(d) therein)."
Appears in 1 contract
Sources: Credit Agreement (Aristotle Corp)