Common use of Restricted Payments; Restrictive Agreements Clause in Contracts

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided that (i) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower and the Subsidiaries may, and may make distributions to one another so that any of the Borrower or the Subsidiaries may, (x) repurchase Equity Interests issued to employees, directors and officers of the Borrower or the Subsidiaries (including repurchases of Equity Interests from severed or terminated employees, directors and officers) and (y) make payments to employees, directors and officers of the Borrower or the Subsidiaries in connection with Equity Interests (and the exercise thereof) pursuant to incentive plans or arrangements, in an aggregate amount under this clause (i) not to exceed $5,000,000 in the aggregate and (ii) so long as (x) no Event of Default or Default is continuing or would result therefrom and (y) the Senior Secured Leverage Ratio calculated on a pro forma basis both before and after giving effect to any such Restricted Payment is not greater than 3.50:1.00, the Borrower may make Restricted Payments to pay dividends to the equity holders of the Borrower in an aggregate amount not to exceed the Available Amount at the time of such Restricted Payment.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) the Borrower may declare and pay dividends or make other distributions on its capital stock to the extent made solely with common stock of the Borrower, (ii) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders, (iii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower and the Subsidiaries may, and may make distributions to one another so that any repurchase its Equity Interests owned by employees of the Borrower or the Subsidiaries may, (x) repurchase Equity Interests issued or make payments to employees, directors and officers employees of the Borrower or the Subsidiaries (including repurchases upon termination of Equity Interests from severed or terminated employees, directors and officers) and (y) make payments to employees, directors and officers of the Borrower or the Subsidiaries employment in connection with Equity Interests (and the exercise thereof) of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans or arrangements, in an aggregate amount under this clause (i) not to exceed $5,000,000 in connection with the aggregate and (ii) so long as (x) no Event death or disability of Default or Default is continuing or would result therefrom and (y) the Senior Secured Leverage Ratio calculated on a pro forma basis both before and after giving effect to any such Restricted Payment is not greater than 3.50:1.00, the Borrower may make Restricted Payments to pay dividends to the equity holders of the Borrower employees in an aggregate amount not to exceed $5,000,000 in any fiscal year, (iv) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Available Amount at Borrower may make additional Restricted Payments in an aggregate amount not to exceed $5,000,000 in any fiscal year and (v) the time of such Restricted PaymentBorrower may pay the Acquisition Consideration.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) Sun or any Subsidiary may declare and make Restricted Payments (x) pursuant to and in order to effectuate the Restructuring and the Restructuring Documents or (y) as set forth on the Restructuring Schedule, (ii) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders, (iii) Sun may reacquire shares delivered or to be delivered to a director, officer or employee of Sun or a Subsidiary in connection with the grant, vesting, exercise or payment of a stock option or other equity or equity-based award granted by Sun or a Subsidiary and the Loan Parties may make distributions in order to satisfy the exercise or purchase price of the award and/or any tax withholding obligations arising in connection with such event and (iv) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower and the Subsidiaries may, and Sun may make distributions to one another so that any repurchase its Equity Interests owned by employees of the Borrower Sun or the Subsidiaries may, (x) repurchase Equity Interests issued or make payments to employees, directors and officers employees of the Borrower Sun or the Subsidiaries (including repurchases upon termination of Equity Interests from severed or terminated employees, directors and officers) and (y) make payments to employees, directors and officers of the Borrower or the Subsidiaries employment in connection with Equity Interests (and the exercise thereof) of stock options, stock appreciation rights or similar equity incentives or equity-based incentives pursuant to management incentive plans or arrangements, in an aggregate amount under this clause (i) not to exceed $5,000,000 in connection with the aggregate and (ii) so long as (x) no Event death or disability of Default or Default is continuing or would result therefrom and (y) the Senior Secured Leverage Ratio calculated on a pro forma basis both before and after giving effect to any such Restricted Payment is not greater than 3.50:1.00, the Borrower may make Restricted Payments to pay dividends to the equity holders of the Borrower employees in an aggregate amount not to exceed the Available Amount at the time of such Restricted Payment$2,000,000 in any fiscal year.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment, or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions, including in the form of additional Equity Interests, ratably to its equity holders, and (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, (A) following each prepayment of Term Loans from Excess Cash Flow pursuant to Section 2.13(d) the Term Borrower and the Subsidiaries may, and may make distributions to one another so that at any time during the remainder of the Borrower or the Subsidiaries maycalendar year during which such prepayment occurred, (x) repurchase Equity Interests issued to employees, directors and officers of the Borrower or the Subsidiaries (including repurchases of Equity Interests from severed or terminated employees, directors and officers) and (y) make payments to employees, directors and officers of the Borrower or the Subsidiaries in connection with Equity Interests (and the exercise thereof) pursuant to incentive plans or arrangements, pay dividends on its common stock in an aggregate amount under not exceeding 25% of the amount of such Excess Cash Flow that was not subject to the prepayment requirement, and (B) any Restricted Party may repurchase its Equity Interests owned by its employees or make payments to its employees 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 or make customary and reasonable salary and bonus and other benefits payments to its officers, employees and consultants or payments of customary fees and expenses of members of its board of directors in an aggregate amount for this clause (iB) not to exceed $5,000,000 3,000,000 in the aggregate any fiscal year (it being agreed that any such amount not utilized in any fiscal year may be carried forward and (ii) utilized in any subsequent fiscal year so long as (x) no Event of Default or Default is continuing or would result therefrom and (y) the Senior Secured Leverage Ratio calculated on a pro forma basis both before and after giving effect to any such Restricted Payment is not greater than 3.50:1.00, the Borrower may make Restricted Payments to pay dividends to the equity holders of the Borrower in an aggregate amount not to exceed the Available Amount at the time of such Restricted Paymentrepurchases or payments pursuant to this clause (B) shall not exceed $6,000,000 in any fiscal year).

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders, (ii) so long as no Default or Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase its Equity Interests owned by directors, officers and the Subsidiaries may, and may make distributions to one another so that any employees of the Borrower or the Subsidiaries may, (x) repurchase Equity Interests issued to employees, directors and officers of the Borrower or the Subsidiaries (including repurchases of Equity Interests from severed or terminated employees, directors and officers) and (y) make payments to employeesdirectors, directors officers and officers employees of the Borrower or the Subsidiaries in connection with Equity Interests (and the exercise thereof) Warrants, stock options, stock appreciation rights, “phantom” stock plans or similar equity incentives or equity based incentives pursuant to management or other incentive plans or arrangementsin connection with the death or disability of such directors, in an aggregate amount under this clause (i) not to exceed $5,000,000 in the aggregate officers and (ii) so long as (x) no Event of Default or Default is continuing or would result therefrom and (y) the Senior Secured Leverage Ratio calculated on a pro forma basis both before and after giving effect to any such Restricted Payment is not greater than 3.50:1.00, the Borrower may make Restricted Payments to pay dividends to the equity holders of the Borrower employees in an aggregate amount not to exceed $25,000,000 and (iii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom (except with respect to subclauses (A), (B) and (D) below), Restricted Payments may be made (A) in connection with the redemption or repurchase for value of any Equity Interests of the Borrower as a result of distributions by the ESOT of such Equity Interests to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Borrower or any Controlled Group member, (B) as required by Section 401(a)(28) of the Code or any substantially similar requirement of law, (C) in the form of administrative fees or expenses of the ESOP or the ESOT, including the fees of the ESOT Trustee, (D) as contributions to the ESOT as required under the ESOP Plan Documents, (E) to redeem or otherwise acquire for value the Warrants issued in connection with the Seller Subordinated Notes so long as, after giving effect thereto, the Senior Secured Leverage Ratio would be less than 2.50 to 1.00, or (F) so long as, after giving effect thereto, the Senior Secured Leverage Ratio would be less than 2.50 to 1.00, in an amount not to exceed the Available Amount at the time of such Restricted PaymentPayment Amount.