Permitted Holdings Payments definition

Permitted Holdings Payments means the declaration and payment of dividends, distributions, or other payments (however characterized) by the Par Borrower to Holdings to pay, in each case without duplication:
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Permitted Holdings Payments means, without duplication as to amounts:
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Permitted Holdings Payments means any Distribution by the Borrower or its Subsidiaries to Holdings at any time other than after and during the occurrence of an Event of Default (except for purposes of any Distribution described in clause (b) of this definition) for the purpose of:
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Examples of Permitted Holdings Payments in a sentence

  • The agreement to extend the then Stated Termination Date shall be at the Agent's and Lenders' sole discretion after giving consideration, among other things, to the Permitted Holdings Payments allowed to be made after March 15, 2005 .

  • Since June 28, 2001 through the Closing Date, no Distribution has been declared, paid, or made upon or in respect of any capital stock or other securities of the Borrower or any of its Subsidiaries other than Permitted Holdings Payments.


More Definitions of Permitted Holdings Payments

Permitted Holdings Payments means any loans, advances, dividends and distributions by the Company to Holdings to the extent necessary to permit Holdings to pay, directly or indirectly, (A) (i) expenses (including professional fees and expenses) in connection with conducting the ongoing operations of Holdings as the holding company for the Company or complying with reporting obligations and obligations to prepare and distribute business records, proxy or other stockholder materials, financial statements or other documents to any lender or other persons or as may be required by any laws, rules or regulations; (ii) costs and expenses (including any funding arrangements in respect thereof) in connection with the determination and payment of foreign, federal, state, local or foreign taxes and other governmental charges, indemnification agreements, insurance premiums, surety bonds and insurance brokers' fees; (iii) expenses for directors', officers' and employees' compensation and benefits, professional fees and any other administrative expenses incurred in the ordinary course of business; (iv) for shares of Capital Stock of Holdings repurchased or redeemed by Holdings solely for purposes of eliminating fractional shares (including upon exercise of any warrants); and (v) the expenses and obligations of Holdings in connection with Holdings' obligations arising pursuant to, or expenses relating to, that certain securities purchase agreement entered into on the Issue Date in connection with the initial offering of the Notes, but only to the extent that all such loans, dividends and distributions under this clause (A) do not exceed $300,000 in the aggregate in any fiscal year of the Company; provided, however, that, at any time after the consolidated assets of the Company and its Restricted Subsidiaries are less than 90% of the consolidated assets of Holdings and its Subsidiaries, the amounts specified in subclauses (i), (ii) and (iii) above shall be adjusted to exclude therefrom such portion thereof as shall be allocable to Subsidiaries of Holdings other than the Company and its Restricted Subsidiaries, (B) to the extent not duplicative of amounts paid under subclause (A) (ii) above, Permitted Tax Payments and (C) so long as no Default shall have occurred and be continuing on the date such Restricted Payment is declared or made, after giving effect thereto, (y) purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Holdings held by directors, officers or employees ...
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Permitted Holdings Payments means any Distribution by the Borrower or its Subsidiaries to Holdings at any time other than after and during the occurrence of an Event of Default (except for purposes of any Distribution described in clause (b) of this definition) for the purpose of (a) enabling Holdings to pay the fees pursuant to that certain TJC Management Agreement dated February 27, 1997 in an amount not to exceed $1,000,000 per annum in quarterly installments, (b) meeting obligations with respect to tax obligations under the Tax Sharing Agreement dated as of February 27, 1997 between Holdings and the Borrower, (c) making payments and stock repurchases under the Stockholders' Agreement or any related agreements (including payments on any debt relating thereto) in an aggregate amount not to exceed $1,000,000 per annum, (d) paying the costs of accounting, legal, administrative, directors, franchise tax, governmental and other ordinary course fees (including payments on any debt relating thereto), expenses and indemnities in an aggregate amount not to exceed $500,000 per annum, (e) enabling Holdings to pay scheduled payments due on or after March 15, 2005 under the Indenture dated February 27, 1997, between Holdings and Fleet National Bank, as Trustee as in effect on the Closing Date, (f) enabling Holdings to purchase Holdings capital stock from current or former executives, management and employees of the Borrower or its Subsidiaries of up to a maximum of $500,000 in the aggregate per year. Notwithstanding anything herein to the contrary, if Holdings sells any capital stock repurchased pursuant to clause (c) or (f), an amount equal to the proceeds of such sales shall be deemed to reduce the amounts previously applied against the respective maximum amounts set forth in such clause(s); provided that the proceeds of such sales are distributed to the Borrower, and (g) enabling Holdings to make any payments required in connection with that certain Noncompetition Agreement dated as of February 27, 1997 by and between Holdings and Robert M. Wolff in an amount not to exceed $250,000 per annum.
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Related to Permitted Holdings Payments

  • Permitted Holdings Debt has the meaning assigned to such term in Section 6.01(a)(xviii).

  • Permitted Holder Group shall have the meaning assigned to such term in the definition of “Permitted Holders.”

  • Permitted Holders means (a) the Investors and (b) any Person with which one or more Investors form a “group” (within the meaning of Section 14(d) of the Exchange Act) so long as, in the case of this clause (b), the relevant Investors beneficially own more than 50% of the relevant voting stock beneficially owned by the group.

  • Performing Non-Cash Pay Mezzanine Investments means Performing Mezzanine Investments other than Performing Cash Pay Mezzanine Investments.

  • Permitted Holder means (a) Xxxxxxx X. Xxxxxxx, (b) any of his immediate family members or his or their respective heirs by operation of law, will or intestacy or (c) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a 50.1% or more controlling interest of which consist of Xxxxxxx X. Xxxxxxx and/or his immediate family members.

  • Restricted Payments as defined in Section 7.6.

  • Qualified Holdings means, as to any Recipient, all Shares owned beneficially or of record by: (i) such Recipient, or (ii) such Recipient's Customers, but in no event shall any such Shares be deemed owned by more than one Recipient for purposes of this Plan. In the event that more than one person or entity would otherwise qualify as Recipients as to the same Shares, the Recipient which is the dealer of record on the Fund's books as determined by the Distributor shall be deemed the Recipient as to such Shares for purposes of this Plan.

  • Performing Cash Pay Mezzanine Investments means Mezzanine Investments (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash and (b) which are Performing.

  • Permitted Restricted Payments means any of the following Restricted Payments made by:

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Permitted Business Acquisition means any acquisition of all or substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares) not previously held by the Borrower and its Subsidiaries in, or merger, consolidation or amalgamation with, a person or division, line of business or individual facility of a person (or any subsequent investment made in a person or division, line of business or individual facility previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default under clause (b), (c), (h) or (i) of Section 7.01 shall have occurred and be continuing or would result therefrom, provided, however, that with respect to a proposed acquisition pursuant to an executed acquisition agreement, at the option of the Borrower, the determination of whether such an Event of Default shall exist shall be made solely at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition; (ii) all transactions related thereto shall be consummated in all material respects in accordance with applicable laws; (iii) [reserved]; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) to the extent required by Section 5.11, any person acquired in such acquisition, if acquired by the Borrower or a Domestic Subsidiary, shall be merged into the Borrower or a Subsidiary Loan Party or become upon consummation of such acquisition a Subsidiary Loan Party; and (vi) the aggregate cash consideration in respect of such acquisitions and investments by the Borrower or a Subsidiary Loan Party in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests in persons that are not Subsidiary Loan Parties or do not become Subsidiary Loan Parties, in each case upon consummation of such acquisition, shall not exceed, the greater of (x) $40,000,000 and (y) 0.12 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period (excluding for purposes of the calculation in this clause (vi), (A) any such assets or Equity Interests that are no longer owned by the Borrower or any of its Subsidiaries and (B) acquisitions and investments made at a time when, immediately after giving effect thereto, the Net Total Leverage Ratio on a Pro Forma Basis would not exceed 2.72 to 1.00, which acquisitions and investments shall be permitted under this clause (vi) without regard to such calculation).

  • Permitted Group means any group of investors that is deemed to be a "person" (as that term is used in Section 13(d)(3) of the Exchange Act), by virtue of the Stockholders Agreement, as the same may be amended, modified or supplemented from time to time; provided that no single Person (other than the Principals and their Related Parties) Beneficially Owns (together with its Affiliates) more of the Voting Stock of the Company that is Beneficially Owned by such group of investors than is then collectively Beneficially Owned by the Principals and their Related Parties in the aggregate.

  • Excluded Indebtedness means all Indebtedness not incurred in violation of Section 6.01.

  • Excluded Payments means (i) indemnity payments paid or payable by Lessee to or in respect of the Owner Participant or the Owner Trustee in its individual capacity, their respective Affiliates, successors and permitted assigns and their directors, officers, employees, servants and agents (collectively, the "Owner Indemnitees") pursuant to Sections 7(b), 7(c), 16 and 17 of the Participation Agreement, (ii) proceeds of public liability insurance in respect of the Aircraft payable as a result of insurance claims made, or losses suffered, by the Owner Trustee or the Indenture Trustee in their respective individual capacities or by any of the Owner Indemnitees, (iii) proceeds of insurance maintained with respect to the Aircraft by the Owner Participant (whether directly or through the Owner Trustee) or any other Owner Indemnitee and permitted under Section 11(e) of the Lease, (iv) all payments required to be made under the Tax Indemnity Agreement by Lessee and all payments of Supplemental Rent by Lessee in respect of any amounts payable under the Tax Indemnity Agreement, (v) fees payable to the Owner Trustee or the Indenture Trustee pursuant to the last sentence of Section 7(c) of the Participation Agreement, (vi) provided that the Secured Certificates shall have been duly assumed by Lessee pursuant to Section 2.13 hereof, the amounts payable to the Owner Trustee pursuant to the third sentence of Section 19(d) of the Lease plus all reasonable expenses incurred by the Owner Trustee and the Owner Participant in connection with such assumption, as applicable, (vii) any payment of the foregoing under the Guarantee, (viii) interest accrued on any of the above, and (ix) any right to enforce the payment of any amount described in clauses (i) through (viii) above and the right to declare an Event of Default in respect of any of the foregoing amounts.

  • Performing Non-Cash Pay High Yield Securities means Performing High Yield Securities other than Performing Cash Pay High Yield Securities.

  • Restricted Group means, collectively the Company, its subsidiaries, the members of the Sponsor Group and their respective Affiliates.

  • Restricted Debt Payments has the meaning set forth in Section 6.04(b).

  • Direct holdings means all publicly traded securities of a company that are held directly by the state treasurer or a retirement system in an actively managed account or fund in which the retirement system owns all shares or interests.

  • Permitted Payments has the meaning specified in Section 7.06(b).

  • Long-Term Indebtedness means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Company.

  • Excluded Domestic Subsidiary means any Domestic Subsidiary that is (a) a direct or indirect Subsidiary of an Excluded Foreign Subsidiary or (b) an Excluded Domestic Holdco.

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Equity Contributions means the equity to be contributed by the Equity Investor to Borrower, in accordance with and subject to the terms of the Partnership Agreement.

  • Foreign Subsidiary Holding Company means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.