Restrictions on Dividends and Other Distributions. 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 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 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 Parent or any Subsidiary now or hereafter outstanding; except that: (i) Subsidiaries (other than Parent) may make, declare and pay dividends and make other distributions with respect to their capital stock (or other equity interest) to Parent or the other Subsidiaries; (ii) this Section 10.4 shall not prohibit the transactions permitted by clauses (a), (j), or (l) of Section 10.5; and (iii) Parent may redeem or repurchase shares of its stock issued to employees and directors under Parent's benefit programs; provided that (A) no Default exists or would result therefrom and (B) the aggregate amount paid by Parent in connection with such redemptions and repurchases during any Fiscal Year does not exceed One Million Dollars ($1,000,000). For purposes of this Section 10.4, stock conveyed, transferred or surrendered in connection with the exercise of stock options should not be considered redeemed or repurchased to the extent no cash consideration is paid to employees or directors in connection with such exercise.
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Restrictions on Dividends and Other Distributions. Parent The Borrower 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 Parent the Borrower 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 Parent the 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 Parent the Borrower or any Subsidiary now or hereafter outstanding; except that: that (i) Subsidiaries (other than ParentCREDIT AGREEMENT - PAGE 41 49 Borrower) may make, declare and pay dividends and make other distributions with respect to their capital stock (or other equity interest) to Parent Borrower or the other Subsidiaries; , (ii) the Borrower may redeem or repurchase shares of its stock issued to employees and directors in connection with the exercise by such Person of stock options granted to such Person under the Borrower's stock option plans; provided that no Default exists or would result therefrom and the Dollar amount of such repurchases in any individual case shall not exceed an amount equal to the exercise price pay by such Person to exercise the option in question plus all United States federal withholding taxes arising as a result of such exercise, and (iii) this Section 10.4 shall not prohibit the transactions permitted by clauses (a), (j), ) or (lm) of Section 10.5; and (iii) Parent may redeem or repurchase shares of its stock issued to employees and directors under Parent's benefit programs; provided that (A) no Default exists or would result therefrom and (B) the aggregate amount paid by Parent in connection with such redemptions and repurchases during any Fiscal Year does not exceed One Million Dollars ($1,000,000). For purposes of this Section 10.4, stock conveyed, transferred or surrendered in connection with the exercise of stock options should not be considered redeemed or repurchased to the extent no cash consideration is paid to employees or directors in connection with such exercise.
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Restrictions on Dividends and Other Distributions. 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 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 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 Parent or any Subsidiary now or hereafter outstanding; except that: that (i) Subsidiaries (other than Parent) may make, declare and pay dividends and make other distributions with respect to their capital stock (or other equity interest) to Parent or the other Subsidiaries; , (ii) this Section 10.4 shall not prohibit the transactions permitted by clauses (a), (j), or (l) of Section 10.5; , and (iii) from the Closing Date through and including the Termination Date, Parent may redeem or repurchase shares of its capital stock issued to employees and directors under Parent's benefit programsdeclare and pay dividends on account of its capital stock; provided that (Aa) no Default exists or would result therefrom and the total of (Bi) the aggregate amount paid by Parent in connection with such redemptions and repurchases during such period plus (ii) the aggregate amount of any Fiscal Year other dividends paid by Parent under this Section 10.4, both calculated after giving effect to the repurchase, redemption, or dividend in question, does not exceed One Ten Million Dollars ($1,000,000). For purposes 10,000,000) and (b) at the date of this Section 10.4such repurchase, stock conveyed, transferred redemption or surrendered in connection with the exercise of stock options should not be considered redeemed dividend no Default exists or repurchased to the extent no cash consideration is paid to employees or directors in connection with such exercisewould result therefrom.
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Restrictions on Dividends and Other Distributions. 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 Parent or any Subsidiary now or hereafter outstandingoutstanding other than dividends or other distributions payable solely in additional stock or other equity interests; (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 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 Parent or any Subsidiary now or hereafter outstanding; except that: (i) Subsidiaries (other than Parent) may make, declare and pay dividends and make other distributions with respect to their capital stock (or other equity interest) to Parent or the other Subsidiaries; (ii) this Section 10.4 9.4 shall not prohibit the transactions permitted by clauses (a), (j), or (l) of Section 10.59.5; and (iii) Parent may redeem or repurchase shares of its stock issued to employees and directors under Parent's benefit programs; provided that (A) if no Default exists or would result therefrom result, Parent may pay cash dividends on its capital stock and may repurchase shares of its capital stock; provided that if as of the date of any such repurchase or the date of the declaration of any such dividend, the ratio of pro forma Indebtedness outstanding as of such date (Bafter giving effect to any borrowings made in connection therewith to fund the purchase or dividend) to the Adjusted EBITDA for the most recently completed four (4) Fiscal Quarter period as of the date of such repurchase or declaration, exceeds 1.75 to 1.00, then the aggregate amount paid of dividends and stock repurchases made by the Parent in connection with such redemptions and repurchases during any the then current Fiscal THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 48 Year does shall not exceed One Ten Million Dollars ($1,000,000). For 10,000,000) (for the purposes of this Section 10.49.4(iii), stock conveyed, transferred or surrendered in connection with the exercise of stock options should shall not be considered redeemed or repurchased to the extent no cash consideration is paid to employees or directors in connection with such exercise).
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Restrictions on Dividends and Other Distributions. Parent The Borrower 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 Parent the 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 Parent the 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 Parent the Borrower or any Subsidiary of its Subsidiaries now or hereafter outstanding; except that: :
(i) Subsidiaries (other than Parent) of the Borrower may make, declare declare, and pay dividends and make other distributions to Borrower or to other Subsidiaries with respect to their capital common or ordinary stock (or other equity interest) in the ordinary course of business and to Parent or the other Subsidiariesallow Borrower to pay dividends permitted hereunder; and
(ii) this Section 10.4 shall not prohibit the transactions permitted by clauses (a)Borrower may make, (j), or (l) declare and pay cash dividends out of Section 10.5; earned surplus in accordance with applicable law and (iii) Parent may redeem or repurchase shares purchase and set apart sums to purchase any of its capital stock issued to employees and directors under Parent's benefit programs; provided that (A) as long as no Default exists or would otherwise result therefrom and and:
(B1) the aggregate amount paid by Parent in connection with such redemptions and repurchases during any Fiscal Year does not exceed One Million Five Hundred Thousand Dollars ($1,000,000500,000). For purposes ; or
(2) Fifty percent (50%) of this Section 10.4Excess Cash Flow, stock conveyed, transferred or surrendered in connection with calculated for the exercise of stock options should not be considered redeemed or repurchased to applicable Fiscal Quarter based on the extent no cash consideration is paid to employees or directors in connection with such exercise.immediately preceding four (4) Fiscal Quarters; and
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