Distributions; Capital Change; Restricted Investments. Neither the Borrower nor any of its Subsidiaries shall (i) directly or indirectly declare or make, or incur any liability to make, any Distribution, except Distributions to the Borrower by its Subsidiaries, (ii) make any change in its capital structure which could have a Material Adverse Effect or issue any capital stock other than common stock or (iii) make any Restricted Investment.
Distributions; Capital Change; Restricted Investments. Such Loan Party shall not (i) directly or indirectly declare or make, or incur any liability to make, any Distribution, except Distributions to a Loan Party (other than FMXI or the Parent), (ii) make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect or (iii) make any Restricted Investment; provided, however, that notwithstanding clauses (i) and (iii) above:
Distributions; Capital Change; Restricted Investments. Neither such Borrower nor any of its Subsidiaries shall (i) directly or indirectly declare or make, or incur any liability to make, any Distribution (or similar distribution or act, if not a corporation), except (x) Distributions (or similar distributions or acts, if not a corporation) to a Borrower by its Subsidiaries, (y) Distributions contemplated or required under the Equity Agreements and (z) repurchases of shares or options to purchase shares of capital stock of the Parent from employees or former employees of a Borrower or any Subsidiary pursuant to agreements or plans approved by the governing body of such Borrower under which such individuals purchase or sell or are granted the option to purchase or sell shares of such capital stock in an aggregate amount not to exceed $1,000,000 in each Fiscal Year; provided, that with respect to clauses (y) and (z), (A) no Default or Event of Default shall have occurred and be continuing on the date of any such Distribution or repurchase or would be caused as a result thereof, (B) as of the date of such Distribution or repurchase, the Borrowers shall have made all payments of principal in respect of the Term Loans required under the first sentence of Section 3.3 (without giving effect to the conditions set forth in the proviso to such sentence) and (C) the Fixed Charge Coverage Ratio for the period of four consecutive fiscal quarters of the Parent ended on the most recently ended fiscal quarter of the Parent on a pro forma basis after giving effect to such Distribution or repurchase (as if such Distribution or repurchase occurred on the last day of the most recently ended fiscal quarter of the Parent) must be equal to or greater than 1.25:1.00 and the Parent shall have provided to the Administrative Agent evidence satisfactory to the Administrative Agent of satisfaction of such requirement, (ii) make any change in its capital structure which could have a Material Adverse Effect or (iii) make any Restricted Investment.
Distributions; Capital Change; Restricted Investments. No Loan Party nor any of their Restricted Subsidiaries shall:
Distributions; Capital Change; Restricted Investments. Except for (1) Permitted Transactions, (2) Permitted Acquisitions and (3) so long as the holders of any such preferred Stock do not have any redemption rights on or prior to the date ninety one (91) days following the Termination Date, the issuance of preferred Stock, no Borrower Party shall (a) directly or indirectly declare or make, or incur any liability to make, any Distribution, except Distributions to a Borrower by its Subsidiaries, (b) make any change in its capital structure which could have a Material Adverse Effect or (c) make any Restricted Investment.
Distributions; Capital Change; Restricted Investments. No Loan Party shall (i) directly or indirectly declare or make, or incur any liability to make, any Distribution, except Distributions by a Loan Party to another Loan Party, (ii) make any change in its capital structure which could have a Material Adverse Effect or (iii) make any Restricted Investment.
Distributions; Capital Change; Restricted Investments. Neither the Borrower nor any of its Restricted Subsidiaries shall (a) directly or indirectly declare or make, or incur any liability to make, any Distributions more frequently than after the end of each fiscal quarter to the extent that no Default or Event of Default would occur after giving effect to any such payments, and (b) during any Enhanced Covenant Period, but subject to the Grandfathering Rules (i) directly or indirectly declare or make, or incur any liability to make, any Distribution, except (A) Distributions to the Borrower by its Restricted Subsidiaries, (B) Distributions by any Wholly-Owned Subsidiary to the Borrower or any other Wholly-Owned Subsidiary, (C) redemptions, repurchases, retirements or other acquisitions of any equity interests of the Borrower (1) in exchange for other equity interests of the Borrower upon the conversion of such equity interests into such other equity interests of the Borrower, or (2) out of the proceeds of the substantially concurrent sale (other than to a Subsidiary) of other equity interests of the Borrower, and (D) Distributions by the Borrower to the Parents for “Tax Liability Distributions” contemplated in Section 5.1.1 of the Operating Agreement; (ii) make any change in its capital structure which could have a Material Adverse Effect; or (iii) make any Restricted Investment.
Distributions; Capital Change; Restricted Investments. Neither Parent nor any of its Subsidiaries shall (i) directly or indirectly declare or make, or incur any liability to make, any Distribution, except Distributions to the Borrower by its Subsidiaries, (ii) make any change in its capital structure which could have a Material Adverse Effect or (iii) make any Restricted Investment; provided, however that notwithstanding clauses (i) and (iii) above:
Distributions; Capital Change; Restricted Investments. Neither the Borrower nor any of its Subsidiaries shall (a) directly or indirectly declare or make, or incur any liability to make, any Distribution, except Distributions to the Borrower by its Subsidiaries, (b) make any change in its capital structure which could have a Material Adverse Effect or (c) make any Restricted Investment. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing immediately before and after giving effect to the following, Borrower may: (i) purchase its common stock for any Plan not to exceed $1,000,000 in a single transaction or series of related transactions and not to exceed $3,000,000 in the aggregate in any Fiscal Year, (ii) make additional investments in its Subsidiaries formed in the United Kingdom or in its existing joint ventures not to exceed $10,000,000 in the aggregate through the Stated Termination Date; provided that during the first 12 months following the Closing Date, such aggregate investment shall not exceed $3,000,000, (iii) make a dividend to its stockholders once in each Fiscal Quarter commencing with the Fiscal Quarter beginning on June 1, 2003 so long as (A) Borrower has provided Agent with five (5) Business Days prior written notice of its proposal to make a dividend, (B) Agent shall have received Borrower’s quarterly or annual Financial Statements delivered pursuant to Section 5.2(a) or Section 5.2(g) hereof for the immediately prior Fiscal Quarter or Fiscal Year, as applicable, for which Borrower has received written notice from Agent that such Financial Statements are in form and substance satisfactory to Agent in Agent’s reasonable judgment, (C) Borrower’s Availability equals an amount no less than $20,000,000 after giving effect to such dividend and shall continue to exceed $20,000,000 on a pro forma basis for a period of at least 60 days after making such dividend; provided that at the time of making any dividend, Agent shall implement a Reserve against the Borrowing Base in an amount equal to such dividend which Reserve shall be released upon Agent’s determination that Borrower has maintained Availability (which calculation for purposes of this provision only shall exclude such Reserve) of at least $20,000,000 for a 60-day period following such dividend and (D) the aggregate amount of all dividends made in any Fiscal Year does not exceed the amount of dividends permitted to be made to the shareholders of the Borrower under the terms of the Indenture as in effect on...
Distributions; Capital Change; Restricted Investments. Neither any Borrower nor any of its Subsidiaries shall (i) directly or indirectly declare or make, or incur any liability to make, any Distribution, except Distributions to a Borrower by its Subsidiaries, (ii) make any change in its capital structure which could have a Material Adverse Effect or (iii) until the Inventory Loans have been paid in full and the Inventory Sublimit reduced to zero, make any Restricted Investment.
