Restricted Payments, etc Sample Clauses
The 'Restricted Payments' clause limits a party’s ability to make certain payments, such as dividends, distributions, or transfers of assets, to shareholders or affiliates. Typically, this clause applies to borrowers in loan agreements, preventing them from using company funds for non-business purposes or to benefit insiders without lender approval. Its core function is to protect creditors by ensuring that the company retains sufficient assets to meet its obligations, thereby reducing the risk of asset stripping or financial weakening.
POPULAR SAMPLE Copied 2 times
Restricted Payments, etc. On and at all times after the Effective Date, the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Restricted Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Restricted Subsidiaries to purchase or redeem, any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, or warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, if, after giving effect thereto, a Default or an Event of Default shall have occurred and be continuing or been caused thereby.
Restricted Payments, etc. On and at all times after the date hereof;
(a) each of the Borrower and each Parent Guarantor will not, and will not permit any of their respective Subsidiaries to, declare, pay or make any dividend, distribution or exchange (in cash, property or obligations) on or in respect of any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower or any Parent Guarantor or on any warrants, options or other rights with respect to any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower or any Parent Guarantor (other than (i) dividends or distributions payable in its common stock or warrants to purchase its common stock and (ii) splits or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase, redeem or exchange, any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower or any Parent Guarantor, warrants, options or other rights with respect to any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower or any Parent Guarantor;
(b) each of the Borrower and each Parent Guarantor will not, and will not permit any of their respective Subsidiaries to, (i) make any payment or prepayment of principal of, or make any payment of interest on, any subordinated note (including any Senior Subordinated Note) on any day other than the stated, scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such subordinated note, or which would violate the subordination provisions of such subordinated note, or (ii) redeem, purchase or defease any subordinated note (including any Senior Subordinated Note) (the foregoing prohibited acts referred to in clauses (a) and (b) above are herein collectively referred to as "Restricted Payments"); provided, however, that
(c) notwithstanding the provisions of clause (a) above, the Borrower shall be permitted to make Restricted Payments to DRI I (which shall in turn utilize all of any such Restricted Payment to make Restricted Payments to Holdings) and to Holdings to the extent necessary to enable Holdings to pay interest on the Senior Subordinated Notes, so long as (i) no Default or Event of Default exists or would result therefrom and (ii) the ...
Restricted Payments, etc. (a) Borrower will not, nor will Borrower permit Guarantor or any of their respective Subsidiaries to, authorize, declare or pay any Dividends, except that:
(i) any Subsidiary of Borrower may authorize, declare and pay cash Dividends to Borrower or to any Subsidiary of Borrower; and
(ii) Guarantor, Borrower and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend).
(b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%).
(c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrati...
Restricted Payments, etc. None of the Restricted Group Companies will declare or pay any Restricted Payments (other than Restricted Payments payable solely in Equity Interests or Equity Equivalents (exclusive of Debt Equivalents) of such Person), except that:
(i) any Restricted Subsidiary may make Restricted Payments to the Borrower or to any other Restricted Subsidiary that is Wholly Owned Subsidiary of the Borrower; provided that in the case of a dividend or other distribution by a non-Wholly Owned Restricted Subsidiary, such dividends or distributions may also be made ratably to the holders of Equity Interests in such non-Wholly Owned Restricted Subsidiary with respect to their Equity Interests;
(ii) any direct or indirect non-Wholly Owned Subsidiary of the Borrower that is a Restricted Subsidiary may make Restricted Payments (A) to the Borrower, (B) to any Wholly Owned Subsidiary of the Borrower that is a Restricted Subsidiary or (C) to any Restricted Subsidiary of the Borrower included in any consolidated, affiliated, combined or unitary group filing a Tax return with the Borrower or any Restricted Subsidiary of the Borrower, but only to the extent and in an amount necessary for such Subsidiary or, ultimately, the Borrower, to discharge any Tax liability attributable to such non-Wholly Owned Subsidiary;
(iii) the Borrower may make cash Restricted Payments solely to purchase, redeem, retire, acquire, cancel, terminate or repurchase Equity Interests (or Equity Equivalents) in the Borrower or to make payments on any notes issued to redeem such Equity Interests or Equity Equivalents from
(I) present or former officers, employees, directors, managers or consultants of any Restricted Group Company (or their estates, spouses or former spouses, other immediate family members, estate planning vehicles, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) following the death, permanent disability, retirement or termination of employment of any such Person or otherwise, or (II) so long as no Event of Default has occurred and is continuing or would result therefrom, other holders of Equity Interests or Equity Equivalents in the Borrower; provided that in all such cases the aggregate amount of all cash paid in respect of all such Equity Interests (and Equity Equivalents) so redeemed or repurchased and all such payments on any such notes does not exceed the sum of $15,000,000 in any calendar year (with any unused amount in any calendar year carried...
Restricted Payments, etc. On and at all times after the Effective Date subject to Section 7.2.18:
(a) the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock), or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of capital stock (now or hereafter outstanding) of, the Borrower, or warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower;
(b) the Borrower will not prepay any other Indebtedness or prepay or repay any Subordinated Debt, except as expressly permitted under CLAUSE (D) of SECTION 7.2.2; and
(c) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; PROVIDED, HOWEVER, that, (i) the Borrower may pay dividends or make any distribution of up to the Maximum Available Amount; and (ii) in any fiscal year the Borrower may pay a dividend up to an amount equal to 50% of the Excess Cash Flow for the preceding Fiscal Year (so long as the Borrower has first made the mandatory prepayment of the loans under the Credit Agreement (Five Year) pursuant due to Section 3.1.2(d) therein)."
Restricted Payments, etc. None of the Borrower or any of the Subsidiaries will declare or make a Restricted Payment, make any deposit for any Restricted Payment, or make a payment or prepayment of principal of, premium, if any, interest, fees, redemption, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to any Permitted Subordinated Indebtedness, Post-IPO Convertible Indebtedness, Indebtedness permitted pursuant to Sections 8.2(r) (with respect to cash interest) or Indebtedness in respect of the 2023 Convertible Loans, except:
(a) Restricted Payments made by the Borrower or any Subsidiaries to any Loan Party;
(b) payments on Permitted Subordinated Indebtedness expressly permitted to be paid under the subordination agreement relating to such Permitted Subordinated Indebtedness;
(c) any 2023 Convertible Loan Repayment;
(d) (i) payments of interest on any applicable Indebtedness as required by and in accordance with the definitive documentation governing such applicable Indebtedness, (ii) required payments of principal, and any accrued interest, premium and fees thereon, at the scheduled maturity date of such applicable Indebtedness and (iii) the issuance of Capital Securities in connection with or as part of the conversion, redemption, retirement, payment, repurchase, exchange or cancellation of any such applicable Indebtedness;
(e) redemption, repurchases, retirement or other acquisition or retirement for value of Capital Securities of the Borrower held by any future, present or former service provider, including consultants, employees, directors or officers (or any Affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, distributees, descendants or estates of any of the foregoing) so long as any Specified Event of Default does not exist at the time of such redemption, repurchase, retirement or other acquisition or retirement or value and would not exist after giving effect thereto; provided, that the amount of such redemption, repurchases, retirement or other acquisition or retirement for value (not including the amount of Capital Securities withheld from equity awards to satisfy tax withholding obligations) does not exceed $15,000,000 in the aggregate in any Fiscal Year (or, after the occurrence of a Qualified Direct Listing Event or the consummation of a Qualified IPO or a Qualified SPAC Transaction, $30,000,000 in the aggregate in any Fiscal Year) (provided, that any unused portion...
Restricted Payments, etc. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make a Restricted Payment, or make any deposit for any Restricted Payment, except:
(a) Restricted Payments made by Subsidiaries to the Borrower or wholly owned Subsidiaries;
(b) so long as no Default or Borrowing Base Deficiency has occurred and is continuing, or shall be caused thereby, Restricted Payments made by the Borrower or its Subsidiaries to Intermediate Holdco for the Borrower’s share of income taxes calculated as if the Borrower were filing for taxes independently of Intermediate Holdco (provided that prior to making such Restricted Payment, Borrower shall provide the Administrative Agent with a calculation of such attributable taxes in detail and form reasonably acceptable to the Administrative Agent); and
(c) so long as no Default or Borrowing Base Deficiency has occurred and is continuing, or shall be caused thereby, the Borrower may make Restricted Payments (including to Intermediate Holdco so that Intermediate Holdco may make payments, including Restricted Payments, to Parent) pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries as established in good faith by the Borrower’s board of directors and to otherwise pay for G&A Expenses and other costs and expenses of similar nature of Intermediate Holdco and Parent; provided, that such Restricted Payments shall not exceed $2,000,000 in any Fiscal Year.
Restricted Payments, etc. On and at all times after the Effective Date:
(a) The Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower or on any other Equity Interests (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower, or other Equity Interests (now or hereafter outstanding) of the Borrower except:
(i) the Borrower may make distributions to the Parent to enable the Parent to redeem or otherwise acquire for value shares of its Capital Stock of the Parent owned by employees, officers, directors and any and all non-Affiliates, provided that (A) no Default or Event of Default shall have occurred and be continuing or a Default or Event of Default shall occur as a -95- 103 result of such acquisition or redemption; (B) the aggregate value of such distributions shall not exceed (x) $5,000,000 (net of any cash repayments made to the Borrower or any of its Subsidiaries in respect of loans or advances that were made to employees the proceeds of which were used to purchase equity Securities of the Parent) for the period ending on the first anniversary of the Effective Date and (y) $10,000,000 (net of any cash repayments made to the Borrower or any of its Subsidiaries in respect of loans or advances that were made to employees the proceeds of which were used to purchase equity Securities of the Parent) over the term of this Agreement; (C) the Borrower shall have delivered the certificate required by clause (b) below; and (D) the Borrower shall have delivered a certificate in form and substance satisfactory to the Administrative Agent demonstrating (x) that the Total Debt to EBITDA Ratio shall not exceed 3.00 to 1.00 and (y) compliance with the Fixed Charge Coverage Ratio, in each case, computed on a pro forma basis after giving effect to such distribution; and
(ii) the Borrower may make distributions to the Parent to enable it to redeem shares of its ca...
Restricted Payments, etc. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, make any Restricted Payment, or make any deposit for any Restricted Payment, other than:
(a) payments by any Subsidiary of the Borrower to the Borrower or its direct parent (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to a Borrower and any other Subsidiaries and to each other owner of Capital Stock of such Subsidiary based on their relative ownership interests of the relevant class of Capital Stock);
(b) Restricted Payments by any Credit Party or any of its Subsidiaries to pay dividends with respect to its Capital Stock payable solely in additional shares of its common stock (other than Disqualified Capital Stock);
(c) Restricted Payments by any Credit Party or any of its Subsidiaries to Parent to enable Parent to pay any applicable income or franchise Taxes then due and payable, to the extent such Taxes are attributable to the activities or income of the Borrower and its Subsidiaries;
(d) regularly scheduled, nonaccelerated payments with respect to Indebtedness subordinated to the Obligations (including, without limitation, seller notes and earnout obligations) to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto;
(e) [reserved];
(f) redemptions, repurchases, retirements or other acquisitions of Capital Stock (i) deemed to occur on the exercise of options by the delivery of Capital Stock in satisfaction of the exercise price of such options or (ii) in consideration of withholding or similar taxes payable by any future, present or former officer, employee, director, member of management, or consultant (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners), including deemed repurchases in connection with the exercise of stock options or vesting of performance stock units or restricted stock units; provided, that, any Restricted Payments made pursuant to this clause (f) are not be made in cash;
(g) to the extent no Event of Default has occurred and is continuing (both before and after giving effect thereto), the redemption, repurchase, retirement or other acquisition of Capital Stock in an amount not to exceed $46,000,000;
(h) all mandatory or scheduled payments in respect of the Convertible Senior Notes, including conversions into (x) Qualified Cap...
Restricted Payments, etc. On and at all times after the Effective Date:
(a) the Borrowers will not, and will not permit any of their Subsidiaries (other than a wholly-owned Subsidiary) to, declare, pay or make any dividend or distribution (in cash, property or obligations) on any class of equity (now or hereafter outstanding) of the Borrowers or on any options or other rights with respect to any interest of any class of equity (now or hereafter outstanding) of the Borrowers or apply any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, any class of equity (now or hereafter outstanding) of the Borrowers, or options or other rights with respect to any interest of or in any class of equity (now or hereafter outstanding) of the Borrowers (such dividends, distributions or applications being called "Distribution Payments") other than Distribution Payments which do not cause the Borrowers to be in violation of the Restricted Payment Tests; and
(b) the Borrowers will not, and will not permit any of their Subsidiaries to, make any Distribution Payments other than to a Borrower; and
(c) the Borrowers will not, and will not permit any of their Subsidiaries (other than a wholly-owned Subsidiary) to, make any deposit for any of the foregoing purposes.