Common use of Restrictions on Dividends and Other Distributions Clause in Contracts

Restrictions on Dividends and Other Distributions. The Parent will not, and will not permit any Subsidiary to, directly or indirectly declare, order, pay, make or set apart any sum for (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock (or other equity interest) of the Parent or any Subsidiary now or hereafter outstanding; (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock (or other equity interest) of the Parent or any Subsidiary now or hereafter outstanding; or (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire shares of any class of stock (or other equity interest) of the Parent or any Subsidiary now or hereafter outstanding; except that if no Default exists or would result therefrom: (i) Subsidiaries may make, declare and pay dividends and make other distributions with respect to their capital stock (or other equity interest) for the sole purpose of enabling the Parent to pay the actual cash taxes of the Parent attributable to the earnings of the Subsidiaries and (ii) Parent may declare and pay dividends and repurchase or redeem its capital stock in an aggregate amount not to exceed $2,000,000 during the entire term of this Agreement. For the avoidance of doubt, this Section shall not be deemed to prohibit the Borrower from making payments at any time to pay the Parent’s expenses incurred in the ordinary course of the Parent’s and the Borrower’s businesses and such payments may be made to the Parent or on behalf of the Parent.

Restrictions on Dividends and Other Distributions. The Parent will not, and will not permit any Subsidiary to, directly or indirectly declare, order, pay, make or set apart any sum for (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock (or other equity interest) of the Parent or any Subsidiary now or hereafter outstanding; (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock (or other equity interest) of the Parent or any Subsidiary now or hereafter outstanding; or (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire shares of any class of stock (or other equity interest) of the Parent or any Subsidiary now or hereafter outstanding; except that if no Default exists or would result therefrom: (i) , Subsidiaries may make, declare and pay dividends and make other distributions with respect to their capital stock (or other equity interest) for the sole purpose of enabling the Parent to pay the actual cash taxes of the Parent attributable to the earnings of the Subsidiaries and (ii) Parent may declare and pay dividends and repurchase or redeem its capital stock in an aggregate amount not to exceed $2,000,000 during the entire term of this AgreementSubsidiaries. For the avoidance of doubt, this Section shall not be deemed to prohibit the Borrower from making payments at any time to pay the Parent’s 's expenses incurred in the ordinary course of the Parent’s 's and the Borrower’s 's businesses and such payments may be made to the Parent or on behalf of the Parent.

Restrictions on Dividends and Other Distributions. The Parent will not, and will not permit any Subsidiary to, directly or indirectly declare, order, pay, make or set apart any sum for (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock (or other equity interest) of the Parent or any Subsidiary now or hereafter outstanding; (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock (or other equity interest) of the Parent or any Subsidiary now or hereafter outstanding; or (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire shares of any class of stock (or other equity interest) of the Parent or any Subsidiary now or hereafter outstanding; except that if no Default exists or would result therefrom: (i) Subsidiaries may make, declare and pay dividends and make other distributions with respect to their capital stock (or other equity interest) for the sole purpose of enabling the Parent to pay the actual cash taxes of the Parent attributable to the earnings of the Subsidiaries and (ii) Parent may declare and pay dividends and repurchase or redeem its capital stock in an aggregate amount not to exceed $2,000,000 during the entire term of this Agreement. For the avoidance of doubt, this Section shall not be deemed to prohibit the Borrower from making payments at any time to pay the Parent’s 's expenses incurred in the ordinary course of the Parent’s 's and the Borrower’s 's businesses and such payments may be made to the Parent or on behalf of the Parent.

Restrictions on Dividends and Other Distributions. The Parent will not, and will not permit any Subsidiary to, directly or indirectly declare, order, pay, make or set apart any sum for (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock (or other equity interest) of the Parent or any Subsidiary now or hereafter outstanding; (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock (or other equity interest) of the Parent or any Subsidiary now or hereafter outstanding; or (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire shares of any class of stock (or other equity interest) of the Parent or any Subsidiary now or hereafter outstanding; except that if no Default exists or would result therefrom: (i) Subsidiaries may make, declare and pay dividends and make other distributions with respect to their capital stock (or other equity interest) for the sole purpose of enabling the Parent to pay the actual cash taxes of the Parent attributable to the earnings of the Subsidiaries and (ii) Parent may declare and pay dividends and repurchase or redeem its capital stock in an with proceeds of the Sale as long as the aggregate amount of the following do not to exceed $2,000,000 4,000,000 during the entire term of this Agreement: (A) any such dividend paid from the proceeds of the Sale, (B) any such repurchase or redemption of stock paid from the proceeds of the Sale and (C) any Capital Expenditures made pursuant to clause (A) of Section 12.3. For the avoidance of doubt, this Section shall not be deemed to prohibit the Borrower from making payments at any time to pay the Parent’s 's expenses incurred in the ordinary course of the Parent’s 's and the Borrower’s 's businesses and such payments may be made to the Parent or on behalf of the Parent.

Restrictions on Dividends and Other Distributions. The Parent Borrower will not, not and will not permit any Subsidiary to, to directly or indirectly declare, order, pay, make or set apart any sum for (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock (or other equity interest) of the Parent Borrower or any Subsidiary now or hereafter outstanding, except a dividend payable solely in shares of stock; (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock (or other equity interest) of the Parent Borrower or any Subsidiary now or hereafter outstanding; or (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire shares of any class of stock (or other equity interest) of the Parent Borrower or any Subsidiary of its Subsidiaries now or hereafter outstanding; except that EXCEPT THAT: (i) Subsidiaries of the Borrower may make, declare, and pay dividends and make other distributions to Borrower or to other Subsidiaries with respect to their common or ordinary stock in the ordinary course of business and to allow Borrower to pay dividends permitted hereunder; (ii) prior to January 31, 1999, Borrower may repurchase its capital stock in one or more transactions pursuant to its stock repurchase program in existence on the Closing Date if as the time of each such purchase and after giving effect thereto no Default exists or would result therefrom and the aggregate purchase price paid for all such repurchases since the Closing Date (including the repurchase in question) shall not exceed One Million Seven Hundred Fifty Thousand Dollars ($1,750,000); and (iii) Borrower may pay cash dividends or repurchase its capital stock in excess of the amount set forth in clauses (ii) above; provided (1) after giving effect to the dividends paid or the stock repurchased, no Default exists or would result therefrom: , (i2) Subsidiaries may makeafter giving effect to the dividends paid or the stock repurchased, declare the average daily balance of the sum of Borrower's cash, cash equivalents and pay dividends and make other distributions with respect to their capital stock (or other equity interest) the Borrowing Availability for the sole purpose thirty (30) days preceding the date of enabling payment and calculated as if the Parent dividend had been paid or the stock repurchased on the first (1st) day of such period equals or exceeds Fifteen Million Dollars ($15,000,000), and (3) after giving effect to pay the actual cash taxes dividends paid or the stock repurchased, the aggregate amount dividended plus the aggregate purchase price of the Parent attributable stock repurchased under this clause (iii) in any twelve (12) month period shall not exceed an amount equal to fifty percent (50%) of the Excess Cash Flow for the most recently completed twelve (12) month period ended prior to the earnings date the dividend is paid or the stock repurchased. For purposes of the Subsidiaries and foregoing, "EXCESS CASH FLOW" means, for any twelve (ii12) Parent may declare and pay dividends and repurchase or redeem its capital stock in an aggregate amount not to exceed $2,000,000 during month period, the entire term total of this Agreement. For the avoidance of doubt, this Section shall not be deemed to prohibit following for the Borrower from making payments at any time to pay the Parent’s expenses incurred in the ordinary course of the Parent’s and the Borrower’s businesses and its Subsidiaries on a consolidated basis, each calculated for such payments may be made to the Parent or on behalf of the Parent.period (without duplication): (a) EBITDA; LESS (b) any