RESTRICTED PAYMENTS, REDEMPTIONS. Do any of the following at any time a Default is continuing or if after giving effect to any such action a Default would be caused by such action:
(a) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account or in respect of any of its Stock or Stock Equivalents except (i) dividends paid to Borrower or (ii) dividends paid by Parent solely in Stock or Stock Equivalents of Parent; or
(b) purchase, redeem or otherwise acquire for value any of Parent’s Stock or Stock Equivalents, except that (i) Parent may convert any of its convertible securities of the type in existence on the Closing Date into other securities pursuant to the terms of such convertible securities or otherwise in exchange therefor and (ii) for so long as a Default is not continuing and would not be caused by such action, Parent may repurchase stock from employees or former employees of Borrowers in accordance with the terms of repurchase agreements between Borrowers and their employees or former employees.
RESTRICTED PAYMENTS, REDEMPTIONS. At a time when a Default is continuing or would arise as a result thereof: (a) declare or make, or permit any Subsidiary to declare or make, any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account or in respect of any of its Stock or Stock Equivalents, except dividends paid to Borrower; or (b) purchase, redeem or otherwise acquire for value any of Borrower’s Stock or Stock Equivalents.
RESTRICTED PAYMENTS, REDEMPTIONS. At a time when a Default is continuing or would arise as a result thereof: (a) declare or make, or permit any Subsidiary to declare or make, any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account or in respect of any of its Stock or Stock Equivalents, except (i) dividends paid by Borrower Subsidiaries to Borrower and to Subsidiaries that are directly or indirectly wholly owned by Borrower, (ii) dividends in an aggregate amount greater than $75,000,000 on or after the Closing Date and (iii) dividends payable solely in common Stock of the issuer; or (b) purchase, redeem or otherwise acquire for value any of Borrower’s Stock or Stock Equivalents in an aggregate amount greater than $10,000,000 on or after the Closing Date.
RESTRICTED PAYMENTS, REDEMPTIONS. Declare or make, or permit any Subsidiary to declare or make, (a) any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account or in respect of any of its Stock or Stock Equivalents, or (b) any purchase, redemption or other acquisition for value of any of Borrower’s Stock or Stock Equivalents (any of the foregoing in clauses (a) or (b) being referred to as a “Restricted Payment”), except, so long as no Event of Default exists at the time of or immediately after giving effect (including giving effect on a pro forma basis) to such Restricted Payment or would result therefrom, (i) (A) dividends paid by Subsidiaries to Borrower or ratably with respect to their Stock and (B) non-ratable distributions to Borrower or to any wholly-owned Subsidiary of Borrower, (ii) dividends payable solely in common Stock of the issuer and (iii) other Restricted Payments in an aggregate amount not to exceed $200,000,000 for all such Restricted Payments made in reliance on this clause (iii) during any fiscal year of Borrower; provided that Restricted Payments may be made in reliance on this clause (iii) and shall not be included the foregoing dollar limitation if, at the time thereof and immediately after giving effect (including giving effect on a pro forma effect basis, but calculated without netting any cash proceeds of any Indebtedness being funded on such date to finance such Restricted Payment) thereto, the Funded Debt Ratio is less than 3.25 to 1.00.
RESTRICTED PAYMENTS, REDEMPTIONS. (a) During the continuation of any Event of Default or if the proposed transaction would result in the occurrence of a Default or an Event of Default:
(i) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account or in respect of any of its Stock or Stock Equivalents; or
(ii) purchase, redeem or otherwise acquire for value any of Borrower's Stock or Stock Equivalents.
(b) Notwithstanding the foregoing, and provided that Bank has not given Borrower notice of acceleration or taken any other action to accelerate the Loans that Borrower has knowledge of, Borrower may make distributions to its shareholders after the occurrence and during the continuation of an Event of Default for the following purposes:
(i) the payment by Borrower's shareholders of federal income taxes attributable to the income of Borrower that is required to be recognized by Borrower's shareholders pursuant to Subchapter S of the Internal Revenue Code of 1986, as amended; or
(ii) the payment by Borrower's shareholders of federal gift taxes in an aggregate amount not to exceed $15,000,000 resulting from the transfer by gift of Stock of Borrower prior to the date of this Agreement.
(c) Make any distribution in respect of Borrower's accumulated adjustment account except (i) such distributions evidenced by promissory notes that are payable solely from proceeds of a public offering of Borrower's Stock or (ii) distributions in cash, provided that concurrently with such distributions the shareholders receiving the distributions shall loan to Borrower the amount of such distributions, repayment of which shall be evidenced by notes that are fully subordinated to the Obligations as to principal, interest and all other charges on terms approved by Bank in writing prior to the execution of such notes by Borrower.
RESTRICTED PAYMENTS, REDEMPTIONS. Do any of the following at any time a Default is continuing or if after giving effect to any such action a Default would be caused by such action:
(a) Declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account or in respect of any of its Stock or Stock Equivalents except (i) dividends paid to Borrower or (ii) dividends paid by Borrower solely in Stock or Stock Equivalents of Borrower; or
(b) Purchase, redeem or otherwise acquire for value any of Borrower's Stock or Stock Equivalents, except that (i) Borrower may convert any of its convertible securities of the type in existence on the Closing Date into other securities pursuant to the terms of such convertible securities or otherwise in exchange therefor and (ii) for so long as a Default is not continuing and would not be caused by such action, Borrower may repurchase stock from employees or former employees of Borrower in accordance with the terms of repurchase agreements between Borrower and its employees or former employees.
RESTRICTED PAYMENTS, REDEMPTIONS. During the continuation of any Event of Default or if the proposed transaction would result in the occurrence of an Event of Default, Borrower shall not, and shall not permit any Subsidiary to,
(a) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account or in respect of any of their Stock or Stock Equivalents (other than payments and distributions to Borrower); or
(b) purchase, redeem or otherwise acquire for value any of Borrower's or any Subsidiary's Stock or Stock Equivalents.
RESTRICTED PAYMENTS, REDEMPTIONS. Do any of the following at any time if after giving effect to any such action a Default is continuing or would be caused by such action:
(a) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account or in respect of any of its Stock or Stock Equivalents except (i) dividends paid to Borrower or (ii) dividends paid by Parent solely in Stock or Stock Equivalents of Parent; or
(b) purchase, redeem or otherwise acquire for value any of Parent's Stock or Stock Equivalents.
RESTRICTED PAYMENTS, REDEMPTIONS. Each Credit Party will not, and will not permit any of its Subsidiaries to, declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), return any capital to its stockholders, members or partners or make any distribution of their Property to their Equity Interest holders (which, for the avoidance of doubt, shall include holders of the Permitted Preferred Stock), except (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock); (ii) Subsidiaries of Credit Parties may declare and pay dividends ratably with respect to their Equity Interests; and (iii) so long as no Default shall have occurred and be continuing or would result therefrom, each Credit Party may repurchase its Equity Interests owned by employees of such Credit Party or its Subsidiaries or make payments to employees of such Credit Party or its Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed US$1,000,000 for all Credit Parties in any Fiscal Year.
RESTRICTED PAYMENTS, REDEMPTIONS. (a) Declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account or in respect of any of its Stock or Stock Equivalents except dividends paid by Borrower solely in Stock or Stock Equivalents of Borrower;
(b) purchase, redeem or otherwise acquire for value any of Borrower's Stock or Stock Equivalents; or
(c) prepay or redeem any Indebtedness that is subordinated to the Obligations or make any payment in respect of such Indebtedness at any time that a Default is continuing or would be caused by such payment.
