Shares and dividends. Funding shall not:
(a) declare or pay any dividend or make any other distribution in respect of any of its shares other than in accordance with the Funding Deed of Charge;
(b) issue any further shares or alter any rights attaching to its issued shares as at the date hereof; or
(c) repay or redeem any of its share capital.
Shares and dividends. Funding 2 shall not:
(a) declare or pay any dividend or make any other distribution in respect of any of its shares other than in accordance with the Funding 2 Deed of Charge;
(b) issue any further shares or alter any rights attaching to its issued shares as at the date hereof; or
(c) repay or redeem any of its share capital.
Shares and dividends. Funding 1 shall not:
(a) declare or pay any dividend or make any other distribution in respect of any of its shares other than, for so long as the Holdings Loan Agreement is still outstanding, by making a dividend to Holdings for the purpose of prepaying the Holdings Loan Agreement;
(b) issue any further shares or alter any rights attaching to its issued shares as at the date hereof; or
(c) repay or redeem any of its share capital.
Shares and dividends. 15.13.1. The Borrower must not (save for a Permitted Payment or as part of a Permitted Reorganisation):
(a) declare or pay any dividend or make any other distribution in respect of any of its shares;
(b) alter any rights attaching to its issued shares as at the date of this Agreement; or
(c) repay or redeem any of its share capital or decrease its registered capital.
15.13.2. Each Obligor other than the Borrower must not, save as part of a Permitted Reorganisation or an Intra Group Distribution:
(a) declare or pay any dividend or make any other distribution in respect of any of its shares;
(b) alter any rights attaching to its issued shares as at the date of this Agreement; or
(c) repay or redeem any of its share capital or decrease its registered capital.
Shares and dividends. A meeting of shareholders of the Company is convened at which a resolution is passed to pay any dividend, or other distribution (in cash or in kind) in respect of its share capital or any management fees or charges in favour of its shareholders or its shareholders’ Affiliates.
Shares and dividends. (a) Except as provided below, the Borrower or the Company must not:
(i) declare or pay any dividend or make any other distribution in respect of any of its shares;
(ii) issue any further shares (except as contemplated under the terms of the Joint Venture Agreement) or alter any rights attaching to its issued shares as at the date of this Agreement;
(iii) repay or redeem any of its share capital; or
(iv) pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of the shareholders of the Company.
(b) Subparagraph (a) does not apply to any management or other fees payable to Shurgard Europe or any Equity Subsidiary under the terms of any Development Agreement, Property and Asset Management Agreement or the Joint Venture Agreement provided that those fees shall not be increased from the amounts notified to the Facility Agent prior to the date of this Agreement.
(c) Subparagraph (a) does not apply to any dividends paid to the Equity Investors after the Availability Period provided that:
(i) Consolidated Interest Cover on the most recent Test Date is more than 250 per cent.; and
(ii) the equivalent aggregate amount of any dividend paid to the Equity Investors is applied promptly in prepayment and cancellation of the Facility in accordance with Clause 8.4 (Mandatory prepayment - dividends).
Shares and dividends. (a) The Company shall not:
(i) convene a meeting of shareholders to consider a resolution to make any distribution or pay any dividend, or other payment (in cash or in kind) in respect of any of its share capital or any management fees or charges in favour of its shareholders’ or its shareholders’ Affiliates; or
(ii) reduce, redeem, repurchase or retire any of its share capital.
(b) The Company shall (to the fullest extent permitted by applicable law):
(i) procure that no Material Subsidiary enters into any arrangement or agreement which may restrict its ability to declare, make or pay any dividend on or in respect of its share capital (or any class of its share capital) or restrict its ability to distribute any dividend; and
(ii) procure that each Material Subsidiary will to the extent necessary to ensure that the Company has funds available to it to service its payment obligations under the Finance Documents and the Facility Agreements, declare, make and pay in cash dividends in respect of its shares or reimburse intercompany loans unless doing so will prevent that Material Subsidiary from being able to meet its payment obligations which are then due and payable and provided that (A) no more than an aggregate amount equal to € 150,000,000 (or its equivalent in other currencies) shall be distributed by Rhodia Inc. by way of dividend or reimbursement of intercompany loans on and after the date of this Agreement with sale proceeds from disposals of its assets and (B) such reimbursement of intercompany loans shall be made in priority to any such distribution of dividends.
Shares and dividends. (a) The Borrower shall not purchase or redeem any of its issued shares or reduce its share capital or, if an Event of Default has occurred and Lender has provided Borrower with a Notice of Default, make a distribution of assets or other capital distribution to its Shareholders or any payment to an Affiliate other than pursuant to a Project Document until such time that the Event of Default has been cured.
(b) The Borrower shall not issue or agree to issue any further shares or grant options or warrants to subscribe for any further shares in the capital of the Borrower to any person, provided that the Borrower may issue shares to the Shareholder provided that any such recipients of additional shares execute a security agreement and related documents as the Lender shall reasonably require (and perfection of the security interests contemplated to be granted thereby) so as to create an Encumbrance in favour of the Lender over the additional shares in the Borrower in a similar manner to the Encumbrance existing over the shares in the Borrower.
(c) The Borrower shall not undertake any public offering.
(d) Save as expressly set out herein, the Borrower shall not permit the Shareholders or the Guarantor to dispose of any of their direct or indirect equity interests in the Borrower without the written consent of the Lender.
(e) All transfers of ownership interests in the Borrower shall be subject to:
(i) compliance by the Borrower, each existing Shareholder and new Shareholder and each existing Guarantor and new Guarantor, in each as applicable, with all Applicable Laws, the articles of incorporation of the Borrower;
(ii) execution of a security agreement and related documents as the Lender shall reasonably require (and perfection of the security interests contemplated to be granted thereby) so as to create an Encumbrance in favour of the Lender over the shares in the Borrower in a similar manner to the Encumbrance existing over the shares in the Borrower immediately prior to the transfers permitted pursuant to this Clause 19.1 (Shares and Dividends).
Shares and dividends. The Obligors must not (save for a Permitted Payment or as part of the Permitted Reorganisation) and provided that at the time of making such a Permitted Payment or the Permitted Reorganisation no Event of Default is outstanding or would occur and no Default (which for the purposes of this Clause shall mean a default which would with the expiry of the relevant grace period be an Event of Default) is outstanding or would occur):
(a) declare or pay any dividend or make any other distribution in respect of any of its shares;
(b) issue any further shares or alter any rights attaching to its issued shares as at the date of this Agreement; or
(c) repay or redeem any of its share capital.
Shares and dividends. The Borrower shall not without the previous written consent of the Lender:
(a) declare or pay any dividends or make any other distribution in respect of any of its shares;
(b) issue any further shares or alter any rights attaching to its issued shares as at the date of this Agreement; or
(c) repay or redeem any of its share capital.