Shareholder Payments. The Parent shall not, and shall not permit any of its Subsidiaries to, authorize, declare or pay any Shareholder Payments with respect to the Parent or any of its Subsidiaries, except that: (a) (x) any Wholly-Owned Subsidiary of the Parent may pay Shareholder Payments to the Parent, Borrower or any other Wholly-Owned Subsidiary of the Parent, (y) any Subsidiary Guarantor may pay Shareholder Payments to the Parent, Borrower or any other Subsidiary Guarantor and (z) if the respective Subsidiary is not a Wholly-Owned Subsidiary of the Parent, such Subsidiary may pay cash Shareholder Payments to its shareholders generally so long as the Parent and/or its respective Subsidiaries which own Equity Interests in the Subsidiary paying such Shareholder Payments receive at least their proportionate share thereof (based upon their relative holdings of the Equity Interests in the Subsidiary paying such Shareholder Payments and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (b) so long as no Default or Event of Default (both before and after giving effect to the payment thereof) has occurred and is continuing, the Parent may repurchase its outstanding Equity Interests (or options to purchase such equity) theretofore held by its or any of its Subsidiaries’ employees, officers or directors following the death, disability, retirement or termination of employment of employees, officers or directors of the Parent or any of its Subsidiaries, provided that the aggregate amount expended to so repurchase equity of the Parent shall not exceed $2,000,000 in any fiscal year of the Parent; and (c) after the later of (x) the reduction of the amortization shortfall amount under the 2011 Credit Agreement to zero and (y) the second anniversary of the Closing Date, the Parent may make Shareholder Payments provided that (i) no Default or Event of Default exists at the time of payment thereof (or would arise after giving effect thereto), (ii) the aggregate amount of cash Dividends paid or Stock Buy-Backs in any fiscal year does not exceed 50% of the Parent’s consolidated net income for the period commencing on the second anniversary of the Closing Date and ending on the last day of the last fiscal quarter for which financial statements have been provided to the Lenders plus the amount of cash proceeds of equity issuances by the Parent received by the Parent on its Equity Offerings after the Closing Date (less the cash amount expended by the Parent and its Subsidiaries to acquire new vessels (net of any cash proceeds from the sale of vessels which cash proceeds have not been applied to reduce indebtedness), make any other investments (other than certain permitted investments to be agreed), make any capital expenditures (other than maintenance capital expenditures) and make any other cash expenditures not in the ordinary course of business, in each case since the Closing Date with the proceeds of any such equity offering), (iii) such Dividends paid in respect of a fiscal quarter shall only be paid or Stock Buy Backs in any fiscal quarter shall only be made after the date of delivery of quarterly or annual financial statements for such fiscal quarter, and on or prior to 45 days after the immediately succeeding fiscal quarter, (iv) on a pro forma basis after giving effect to the payment of such Dividend or Stock Buy-Backs the Parent should have a Total Leverage Ratio of no greater than 0.60 : 1.00 and (v) on or prior to the payment of such Dividends or Stock Buy-Backs, the Parent shall deliver to the Administrative Agent an officer’s certificate signed by the chief financial officer of the Parent, certifying that the requirements set forth above are satisfied.
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Samples: Credit Agreement (Oaktree Capital Management Lp), Credit Agreement (General Maritime Corp / MI)
Shareholder Payments. The Parent shall not, and shall not permit any of its Subsidiaries to, authorize, declare or pay any Shareholder Payments with respect to the Parent or any of its Subsidiaries, except that:
(a) (x) any Wholly-Owned Subsidiary of the Parent may pay Shareholder Payments Dividends to the Parent, Borrower Parent or any other Wholly-Owned Subsidiary of the Parent, (y) any Subsidiary Guarantor may pay Shareholder Payments Dividends to the Parent, Borrower or any other Subsidiary Guarantor and (z) if the respective Subsidiary is not a Wholly-Owned Subsidiary of the Parent, such Subsidiary may pay cash Shareholder Payments Dividends to its shareholders generally so long as the Parent and/or its respective Subsidiaries which own Equity Interests in the Subsidiary paying such Shareholder Payments Dividends receive at least their proportionate share thereof (based upon their relative holdings of the Equity Interests in the Subsidiary paying such Shareholder Payments cash Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary);
(b) so long as no Default or Event of Default (both before and after giving effect to the payment thereof) has occurred and is continuing, the Parent may repurchase its outstanding Equity Interests (or options to purchase such equity) theretofore held by its or any of its Subsidiaries’ employees, officers or directors following the death, disability, retirement or termination of employment of employees, officers or directors of the Parent or any of its Subsidiaries, provided that the aggregate amount expended to so repurchase equity of the Parent shall not exceed $2,000,000 in any fiscal year of the Parent; and
(c) after the later of (x) the reduction of the amortization shortfall amount under the 2011 2008 Credit Agreement to zero and (y) the second anniversary of the Closing Date, the Parent may make Shareholder Payments provided that for Dividends paid pursuant to this clause (c):
(i) no Default or Event of Default exists at the time of payment thereof has occurred and is continuing (or would arise after giving effect thereto) at the time of declaration of such Dividends;
(ii) no Significant Default has occurred and is continuing (or would arise after giving effect thereto) at the time of payment of such Dividends;
(iii) if dividends, such Dividends in respect of a fiscal quarter shall only be paid, and if a share repurchase, such repurchase in respect of a fiscal quarter shall only be made, in each case, after the date of delivery of quarterly or annual financial statements for such fiscal quarter, pursuant to Sections 8.01(a) and 8.02(b), as the case may be, and on or prior to 45 days after the immediately succeeding fiscal quarter;
(iiiv) the aggregate amount of cash Dividends paid or Stock Buy-Backs in any fiscal year after the later of (x) the reduction of the amortization shortfall amount under the 2008 Credit Agreement to zero and (y) the second anniversary of the Closing Date does not exceed 50% of the Parent’s consolidated net income Consolidated Net Income for the period (taken as one accounting period) commencing on the second anniversary of the Closing Date July 1, 2013 and ending on the last day of the last fiscal quarter for which financial statements have been provided to the Lenders pursuant to Section 8.01(a) or 8.01(b) plus the Available Equity Proceeds Amount; less the aggregate amount of cash proceeds Investments made pursuant to Section 9.05(k) since the later of equity issuances by (x) the Parent received by reduction of the Parent on its Equity Offerings after amortization shortfall amount under the 2008 Credit Agreement to zero and (y) the second anniversary of the Closing Date Date;
(less v) the cash amount expended by the Parent and its Subsidiaries to acquire new vessels (net of any cash proceeds from the sale of vessels which cash proceeds have not been applied to reduce indebtedness), make any other investments (other than certain permitted investments to be agreed), make any capital expenditures (other than maintenance capital expenditures) and make any other cash expenditures not in the ordinary course of business, in each case since the Closing Date with the proceeds of any such equity offering), (iii) such Dividends paid in respect of a fiscal quarter shall only be paid or Stock Buy Backs in any fiscal quarter shall only be made after the date of delivery of quarterly or annual financial statements for such fiscal quarter, and on or prior to 45 days after the immediately succeeding fiscal quarter, (iv) Total Leverage Ratio on a pro forma basis after giving effect to the payment of such Dividend or Stock Buy-Backs the Parent should have a Total Leverage Ratio of be no greater than 0.60 : 1.00 and for the most recently ended Test Period for which financial statements are due under Section 8.01(a) or 8.01(b); and
(vvi) on or prior to the payment of such Dividends or Stock Buy-BacksDividends, the Parent shall deliver to the Administrative Agent an officer’s certificate signed by the chief financial officer of the Parent, certifying that the requirements set forth above in clauses (i) through (v) are satisfied. For the avoidance of doubt, nothing herein shall prohibit the Parent from issuing or distributing to its shareholders rights to acquire common stock or Qualified Preferred Stock or redeeming any such rights.
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Shareholder Payments. The Parent shall not, and shall not permit any of its Subsidiaries to, authorize, declare or pay any Shareholder Payments with respect to the Parent or any of its Subsidiaries, except that:
(ai) (x) any Wholly-Owned Subsidiary of the Parent which is not a Subsidiary Guarantor may pay Shareholder Payments to the Parent, Borrower Parent or any other Wholly-Owned Subsidiary of the Parent, (y) any Subsidiary Guarantor may pay Shareholder Payments to the Parent, Borrower or any other Subsidiary Guarantor and (z) if the respective Subsidiary is not a Wholly-Owned Subsidiary of the Parent, such Subsidiary may pay cash Shareholder Payments to its shareholders generally so long as the Parent and/or its respective Subsidiaries which own Equity Interests equity interests in the Subsidiary paying such Shareholder Payments receive at least their proportionate share thereof (based upon their relative holdings of the Equity Interests equity interests in the Subsidiary paying such Shareholder Payments and taking into account the relative preferences, if any, of the various classes of Equity Interests equity interests of such Subsidiary);
(bii) so long as no Default or Event of Default (both before and after giving effect to the payment thereof) has occurred and is continuing, the Parent may repurchase its outstanding Equity Interests equity interests (or options to purchase such equity) theretofore held by its or any of its Subsidiaries’ employees, officers or directors following the death, disability, retirement or termination of employment of employees, officers or directors of the Parent or any of its Subsidiaries, provided that the aggregate amount expended to so repurchase equity of the Parent shall not exceed $2,000,000 in any fiscal year of the Parent; and
(ciii) after the later of (x) the reduction of the amortization shortfall amount under the 2011 Credit Agreement to zero and (y) the second anniversary of the Closing Date, the Parent may make Shareholder Payments make, pay or declare Dividends, including Stock Buy-Backs; provided that that, for all Dividends paid pursuant to this clause (iiii):
(A) such Dividends are paid within 90 days of the declaration thereof,
(B) no Default or Event of Default exists at the time of payment thereof has occurred and is continuing (or would arise after giving effect thereto)) at the time of declaration of such Dividends,
(C) no Significant Default has occurred and is continuing (or would arise after giving effect thereto) at the time of payment of such Dividends, and (iiD) (x) the aggregate amount of cash all such Dividends paid or Stock Buy-Backs in any fiscal year does shall not exceed 50% of the Parent’s consolidated net income for the period commencing on the second anniversary of the Closing Date and ending on the last day of the last fiscal quarter for which financial statements have been provided to the Lenders plus the amount of cash proceeds of equity issuances by the Parent received by the Parent on its Equity Offerings after the Closing Date (less the cash amount expended by the Parent and its Subsidiaries to acquire new vessels (net of any cash proceeds from the sale of vessels which cash proceeds have not been applied to reduce indebtedness), make any other investments (other than certain permitted investments to be agreed), make any capital expenditures (other than maintenance capital expenditures) and make any other cash expenditures not in the ordinary course of business, in each case since the Closing Date with the proceeds of any such equity offering)$30,000,000, (iiiy) such Dividends paid in respect of a fiscal quarter shall only be paid or Stock Buy Backs in any fiscal quarter shall only be made after the date of delivery of quarterly or annual financial statements for such fiscal quarter, pursuant to Sections 8.01(a) and (b), as the case may be, and on or prior to 45 days after the immediately succeeding fiscal quarter, (iv) on a pro forma basis after giving effect to the payment of such Dividend or Stock Buy-Backs the Parent should have a Total Leverage Ratio of no greater than 0.60 : 1.00 quarter and (vz) on or prior to the payment of such Dividends or Stock Buy-BacksDividends, the Parent shall deliver to the Administrative Agent an officer’s certificate signed by the chief financial officer Chief Financial Officer of the Parent, certifying that the requirements set forth above in clauses (A) through (D) are satisfied. For avoidance of doubt, nothing herein shall prohibit the Parent from issuing or distributing to its shareholders rights to acquire common stock or Qualified Preferred Stock or redeeming any such rights, provided however, the aggregate amount of cash used for any such redemption shall not exceed $10,000,000 in any calendar year.
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Shareholder Payments. The Parent shall not, and shall not permit any of its Subsidiaries to, authorize, declare or pay any Shareholder Payments with respect to the Parent or any of its Subsidiaries, except that:
(ai) (x) any Wholly-Owned Subsidiary of the Parent which is not a Subsidiary Guarantor may pay Shareholder Payments to the Parent, Borrower Parent or any other Wholly-Owned Subsidiary of the Parent, (y) any Subsidiary Guarantor may pay Shareholder Payments to the Parent, Borrower or any other Subsidiary Guarantor and (z) if the respective Subsidiary is not a Wholly-Owned Subsidiary of the Parent, such Subsidiary may pay cash Shareholder Payments to its shareholders generally so long as the Parent and/or its respective Subsidiaries which own Equity Interests equity interests in the Subsidiary paying such Shareholder Payments receive at least their proportionate share thereof (based upon their relative holdings of the Equity Interests equity interests in the Subsidiary paying such Shareholder Payments and taking into account the relative preferences, if any, of the various classes of Equity Interests equity interests of such Subsidiary);
(bii) so long as no Default or Event of Default (both before and after giving effect to the payment thereof) has occurred and is continuing, the Parent may repurchase its outstanding Equity Interests equity interests (or options to purchase such equity) theretofore held by its or any of its Subsidiaries’ employees, officers or directors following the death, disability, retirement or termination of employment of employees, officers or directors of the Parent or any of its Subsidiaries, provided that the aggregate amount expended to so repurchase equity of the Parent shall not exceed $2,000,000 in any fiscal year of the Parent; and
(ciii) after the later of (x) the reduction of the amortization shortfall amount under the 2011 Credit Agreement to zero and (y) the second anniversary of the Closing Date, the Parent may make Shareholder Payments make, pay or declare Dividends, including Stock Buy-Backs; provided that that, for all Dividends paid pursuant to this clause (iiii):
(A) such Dividends are paid within 90 days of the declaration thereof,
(B) no Default or Event of Default exists at the time of payment thereof has occurred and is continuing (or would arise after giving effect thereto)) at the time of declaration of such Dividends,
(C) no Significant Default has occurred and is continuing (or would arise after giving effect thereto) at the time of payment of such Dividends, and
(iiD) the aggregate amount of cash (x) Dividends paid or Stock Buy-Backs in any fiscal year does quarter shall not exceed 50% of the Parent’s consolidated net income for the period commencing on the second anniversary of the Closing Date and ending on the last day of the last fiscal quarter for which financial statements have been provided to the Lenders plus the amount of cash proceeds of equity issuances by the Parent received by the Parent on its Equity Offerings after the Closing Date (less the cash amount expended by the Parent and its Subsidiaries to acquire new vessels (net of any cash proceeds from the sale of vessels which cash proceeds have not been applied to reduce indebtedness), make any other investments (other than certain permitted investments to be agreed), make any capital expenditures (other than maintenance capital expenditures) and make any other cash expenditures not in the ordinary course of business, in each case since the Closing Date with the proceeds of any such equity offering)$0.01 per share, (iiiy) such Dividends paid in respect of a fiscal quarter shall only be paid or Stock Buy Backs in any fiscal quarter shall only be made after the date of delivery of quarterly or annual financial statements for such fiscal quarter, pursuant to Sections 7.01(a) and (b), as the case may be, and on or prior to 45 days after the immediately succeeding fiscal quarter, (iv) on a pro forma basis after giving effect to the payment of such Dividend or Stock Buy-Backs the Parent should have a Total Leverage Ratio of no greater than 0.60 : 1.00 quarter and (vz) on or prior to the payment of such Dividends or Stock Buy-BacksDividends, the Parent shall deliver to the Administrative Agent an officer’s certificate signed by the chief financial officer Chief Financial Officer of the Parent, certifying that the requirements set forth above in clauses (A) through (D) are satisfied. For avoidance of doubt, nothing herein shall prohibit the Parent from issuing or distributing to its shareholders rights to acquire common stock or Qualified Preferred Stock or redeeming any such rights, provided however, the aggregate amount of cash used for any such redemption shall not exceed $10,000,000 in any calendar year.
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Shareholder Payments. The Parent Borrower shall not, and shall not permit any of its Subsidiaries to, authorize, declare or pay any Shareholder Payments with respect to the Parent Borrower or any of its Subsidiaries, except that:
(ai) (x) any Subsidiary of the Borrower which is not a Subsidiary Guarantor may pay Shareholder Payments to the Borrower or any Wholly-Owned Subsidiary of the Parent may pay Shareholder Payments to the Parent, Borrower or any other Wholly-Owned Subsidiary of the ParentBorrower, (y) any Subsidiary Guarantor may pay Shareholder Payments to the Parent, Borrower or any other Subsidiary Guarantor and (z) if the respective Subsidiary is not a Wholly-Owned Subsidiary of the ParentBorrower, such Subsidiary may pay cash Shareholder Payments to its shareholders generally so long as the Parent Borrower and/or its respective Subsidiaries which own Equity Interests equity interests in the Subsidiary paying such Shareholder Payments receive at least their proportionate share thereof (based upon their relative holdings of the Equity Interests equity interests in the Subsidiary paying such Shareholder Payments and taking into account the relative preferences, if any, of the various classes of Equity Interests equity interests of such Subsidiary);
(bii) so long as there shall exist no Default or Event of Default (both before and after giving effect to the payment thereof) has occurred and is continuing, the Parent Borrower may repurchase its outstanding Equity Interests equity interests (or options to purchase such equity) theretofore held by its or any of its Subsidiaries’ employees, officers or directors following the death, disability, retirement or termination of employment of employees, officers or directors of the Parent Borrower or any of its Subsidiaries, provided that the aggregate amount expended to so repurchase equity of the Parent Borrower shall not exceed $2,000,000 1,000,000 in any fiscal year of the Parent; andBorrower;
(c) after the later of (xiii) the reduction of the amortization shortfall amount under the 2011 Credit Agreement Borrower may make, pay or declare cash Dividends; provided that, for all Dividends paid pursuant to zero and this clause (y) the second anniversary of the Closing Date, the Parent may make Shareholder Payments provided that (i) no Default or Event of Default exists at the time of payment thereof (or would arise after giving effect theretoiii), (iiA) the aggregate amount of cash such Dividends are paid or Stock Buy-Backs in any fiscal year does not exceed 50% within 90 days of the Parent’s consolidated net income for the period commencing on the second anniversary of the Closing Date and ending on the last day of the last fiscal quarter for which financial statements have been provided to the Lenders plus the amount of cash proceeds of equity issuances by the Parent received by the Parent on its Equity Offerings after the Closing Date declaration thereof; (less the cash amount expended by the Parent and its Subsidiaries to acquire new vessels (net of any cash proceeds from the sale of vessels which cash proceeds have not been applied to reduce indebtedness), make any other investments (other than certain permitted investments to be agreed), make any capital expenditures (other than maintenance capital expenditures) and make any other cash expenditures not in the ordinary course of business, in each case since the Closing Date with the proceeds of any such equity offering), (iiiB) such Dividends paid in respect of a fiscal quarter shall only be paid or Stock Buy Backs in any fiscal quarter shall only be made after the date of delivery of quarterly or annual financial statements for such fiscal quarter, pursuant to Sections 8.01(a) and (b), as the case may be, and on or prior to 45 days after the immediately succeeding fiscal quarter, (ivC) on a pro forma basis no Default or Event of Default has occurred and is continuing (or would arise after giving effect to thereto) at the time of declaration of such Dividends, (D) no Significant Default has occurred and is continuing (or would arise after giving effect thereto) at the time of payment of such Dividends, (E) the aggregate Dividends paid in respect of a fiscal quarter shall not exceed the sum of the Permitted Dividend or Stock Buy-Backs Amount for such fiscal quarter and the Parent should have a Total Leverage Ratio Additional Permitted Shareholder Payment Amount at the time of no greater than 0.60 : 1.00 declaration and payment and (vF) on or prior to the payment of such Dividends or Stock Buy-BacksDividends, the Parent Borrower shall deliver to the Administrative Agent an officer’s certificate signed by the chief financial officer Chief Financial Officer of the ParentBorrower, certifying that the requirements set forth above in clauses (A) through (E) are satisfiedsatisfied and setting forth the calculation of the Permitted Dividend Amount and the Additional Permitted Shareholder Payment Amount in reasonable detail;
(iv) the Borrower may make Stock Buy-Backs; provided that for all Stock Buy-Backs made pursuant to this clause (iv), (A) no Default or Event of Default has occurred and is continuing at the time of such Stock Buy-Back (or would arise after giving effect thereto), (B)(x) such Stock Buy-Backs are made with the proceeds of Loans incurred for such purpose and/or (y) the amount paid for such Stock Buy-Backs does not exceed the Additional Permitted Shareholder Payment Amount at such time and (C) not later than fifteen (15) days after the end of an calendar quarter in which any Stock Buy-Back has occurred, the Borrower shall deliver to the Administrative Agent an officer’s certificate signed by the Chief Financial Officer of the Borrower, certifying that the requirements set forth in clauses (A) and (B) are satisfied and setting forth the calculation the Additional Permitted Shareholder Payment Amount in reasonable detail. For avoidance of doubt, nothing herein shall prohibit the Borrower from issuing or distributing to its shareholders rights to acquire common stock or Qualified Preferred Stock or redeeming any such rights, provided however, the aggregate amount of cash used for any such redemption shall not exceed $10,000,000 in any calendar year.
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