Restricted Payments, etc. No Credit Agreement Party will, nor will permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock or other Equity Interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares or other Equity Interests), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock or other Equity Interests) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debt, except that:
(i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) ...
Restricted Payments, etc. On and at all times after the date hereof:
(a) the Borrower will not 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 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 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, 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 pay or otherwise reimburse (in cash, property or obligations) any obligation arising under or in respect of the Seller Note and will not 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 the Seller Note;
(c) the Borrower will not, and will not permit any of its Subsidiaries to, (i) make any payment or prepayment of principal of, or make any payment of interest on, any Senior Note on any day other than the stated, scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such Senior Note, or which would violate the subordination provisions of such Senior Note, or (ii) redeem, repurchase or defease any Senior Note; and
(d) the Borrower will not, and will not permit any of its Subsidiaries to, make any deposit for any of the foregoing purposes (the foregoing prohibited acts referred to in clause (a), (b) or (c) above or in this clause (d) are herein collectively referred to as "Restricted Payments"); provided, however, that,
(e) notwithstanding the provisions of clause (a) above, the Borrower shall be permitted to make Restricted Payments to Holdco to the extent necessary to enable Holdco to (i) pay its overhead expenses in an amount not to exceed $250,000 in the aggregate in any Fiscal Year, (ii) pay its ...
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. 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 September 29, 1999.
(a) WWI will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of Capital Securities (now or hereafter outstanding) of WWI or on any warrants, options or other rights with respect to any shares of any class of Capital Securities (now or hereafter outstanding) of WWI (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or 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, 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 Securities (now or hereafter outstanding) of WWI, or warrants, options or other rights with respect to any shares of any class of Capital Securities (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectively, "Restricted Payments"); provided, that (x) WWI may make dividend payments under the WWI Preferred Shares so long as no Default has occurred under this Agreement or the Senior Subordinated Note Indenture or would result therefrom, (y) WWI may use 50% of Net Equity Proceeds retained by WWI or its Subsidiaries under clause (d) of Section 3.1.1, solely for the redemption, in whole or in part, of such WWI Preferred Shares and (z) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year);
(b) WWI will not, and will not permit any of its Subsidiaries to
(i) make any payment or prepayment of principal of, or interest on, any Senior Subordinated Notes (A) on any day other than, in the case of interest only, the stated, scheduled date for such payment of interest set forth in the applicable Senior Subordinated Notes or in the Senior Subordinated Note Indenture, or (B) which would violate the terms of this Agreement or the subordination provisions of the Senior Subordinated Note Indenture; or
(ii) redeem, purchase or defease, any Senior Subordinated Notes, unless, so long as, both before and after giving effect to any such redemption, purchase or defeasance, (x) the Borrower's Senior Debt to EB...
Restricted Payments, etc. On and at all times after the Effective Date the Borrower will not, and will not permit any of its Subsidiaries to:
(a) 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 or otherwise retire, any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, or grant 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 of its Subsidiaries; or
(b) make any deposit for any of the foregoing purposes; provided, however, that the Borrower may take such actions otherwise prohibited by this Section so long as the amount applied thereto shall not exceed the Available Investment Amount at the time of such application; and provided, further, that the Borrower may distribute shares of ZSC common stock held by it to its stockholders; and provided, further, that the Borrower may exchange with Xxxxx X. Xxxxxxxx shares of common stock in ZSC held by it for shares of common stock in the Borrower.
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, other than:
(a) Restricted Payments made by Subsidiaries to the Borrower or wholly-owned Subsidiaries;
(b) Restricted Payments made by the Borrower to Parent (i) pursuant to the Tax Sharing Agreement; provided that the amount of such Restricted Payment shall not exceed the amount of taxes that the Borrower would have been liable for on a stand alone basis on a consolidated tax return with its Subsidiaries and (ii) to pay franchise taxes and other overhead expenses of Parent in an amount not to exceed $500,000 in any Fiscal Year;
(c) so long as no Default of the type set forth in Section 8.1.1 or any Event of Default has occurred and is continuing, amounts payable to the Sponsors as set forth in the Monitoring Agreement;
(d) repurchases of Capital Securities from former employees, directors and officers of Parent and its Subsidiaries in an amount not to exceed $2,000,000 in any Fiscal Year; provided that, to the extent the amount of repurchases permitted to be made in any Fiscal Year pursuant to this clause exceeds the aggregate amount of repurchases actually made by the Borrower and its Subsidiaries during such Fiscal Year, the excess amount may be carried forward to (but only to) the next succeeding Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used following the Borrower and its Subsidiaries using the amount of repurchases permitted by this clause in such succeeding Fiscal Year, without giving effect to such carry-forward;
(e) repurchases of Capital Securities deemed to occur upon exercise of stock options if such Capital Securities represents a portion of the exercise price of such options; and
(f) Restricted Payments in the manner contemplated by the Merger Agreement, as in effect on the date hereof and as amended in accordance with Section 7.2.12.
Restricted Payments, etc. (a) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make a Restricted Payment, or make any deposit for any Restricted Payment; provided, however, that after the delivery of the most recent financial statements and Compliance Certificate required by Section 7.1.1, the Borrower or any of its Restricted Subsidiaries may declare and make Restricted Payments if (x) no Default hereunder or any default under other Total Debt exists immediately before and after giving effect to the making of such Restricted Payment and (y) the Leverage Ratio has been less than 5:1 for the most recently ended Fiscal Quarter for which a Compliance Certificate was delivered immediately preceding the date of such Restricted Payment, and shall continue to be less than 5:1 on a pro forma basis after giving effect thereto; provided, further, that in the case of Restricted Payments of Existing Assets, such Restricted Payment also satisfies the requirements of a Permitted Existing Asset Transfer.
(b) Notwithstanding the foregoing, however, the Borrower or any of its Restricted Subsidiaries may declare and make Restricted Payments (i) with the amount of Capital Contributions made into the Borrower after the Effective Date; provided that (A) no Default exists immediately before and after giving effect to the making of such Restricted Payment and (B) after giving effect thereto, the Aggregate Capital Contribution Amount is greater than $1.00; or (ii) so long as no Default exists immediately before and after giving effect to the making of such Restricted Payment, (A) with property (referred to as "Contributed Property") which had been previously contributed to the Borrower as a Property Contribution; provided, that such property is similar in all material respects (as determined by the Arranging Agents, including as to the Fair Market Value thereof) to the Contributed Property and the Restricted Payment under this clause (b)(ii) shall cause a reduction in the amount (equal to the Fair Market Value (determined as of the date of contribution) of such Contributed Property) available for future Restricted Payments under this clause (b)(ii) or (B) with Existing Assets so long as (x) such Restricted Payment satisfies the requirements of a Permitted Existing Asset Transfer (or, if less, the amount available to be made as a Restricted Payment pursuant to this clause (b)(ii)) and (y) such Existing Assets shall have a Fair Market Value no greater than the agg...
Restricted Payments, etc. On and at all times after the Closing Date,
(a) except as set forth below, the Borrower will not declare and will not permit any Subsidiary to pay or make any dividend or distribution (in cash, property or obligations) on any shares (or other securities) of any class of the Borrower's Equity Interests (now or hereafter outstanding) or on any warrants, options or other rights with respect to any shares (or other securities) of any class of such Equity Interests (now or hereafter outstanding) or apply, or permit any of its Subsidiaries to apply, any of its funds or Property to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares (or other securities) of any class of the Borrower's Equity Interests (now or hereafter outstanding), or warrants, options or other rights with respect to any shares (or other securities) of any class of the Borrower's Equity Interests (now or hereafter outstanding);
(b) except as set forth below, (i) the Borrower will not, and will not permit any Subsidiary to, pay any portion of the Management Fee to NEG and (ii) the Borrower will not pay any NEG Guaranteed Payments (as defined in the NEG Holding Operating Agreement) pursuant to Section 6.5 of the NEG Holding Operating Agreement to NEG;
(c) the Borrower will not, and will not permit any of its Subsidiaries to (i) make any payment or prepayment of principal of, or make any payment of interest on, any Subordinated Debt on any day other than the stated, scheduled date for such payment or prepayment permitted in the documents and instruments memorializing such Subordinated Debt; (ii) make any payment or prepayment of principal of, or make any payment of interest on, any Subordinated Debt which would violate the subordination provisions of such Subordinated Debt; or (iii) redeem, purchase or defease, any Subordinated Debt; and
(d) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; provided, however, that the Borrower and its Subsidiaries shall be allowed to effect a dividend or distribution otherwise restricted by clauses (a) or (b) above (subject at all times, however, with respect to any payment of a Management Fee, to the limitations set forth in Section 7.2.13) if and only if, prior to payment of the proposed dividend or distribution, the Borrower delivers to each Agent a compliance certificate executed by an Authorized Officer of the ...
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.
