Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $2,000,000 in any fiscal year, (iii) the Borrower may make Restricted Payments to Holdings (x) in an amount not to exceed $500,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) if Borrower is a member of a consolidated, combined or unitary group of which Borrower is not the common parent, in an amount necessary to pay the Tax liabilities of the common parent (the “Common Parent”) of the consolidated, combined or unitary group of which Borrower is not the common parent directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, state and local taxes were the Borrower and the Subsidiaries to pay such taxes as members of a consolidated, combined or unitary group of which Borrower is the common parent and (B) all Restricted Payments made to Holdings pursuant to this clause (iii) are used by Holdings to make Restricted Payments as specified in clause (iv) within 20 days of the receipt thereof and (iv) if Borrower is a member of a consolidated, combined or unitary group of which Borrower is not the common parent, then Holdings may make Restricted Payments to the Common Parent (x) in an amount not to exceed $500,000 in any fiscal year, ...
Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so; provided, however, that (i) the Borrower and any Restricted Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders, (ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Holdings, Parent or the Borrower may repurchase its Equity Interests owned by its equity holders in an aggregate amount not to exceed the sum of (A) $2,000,000 during any fiscal year; provided that any unused amounts in any fiscal year shall be permitted to be carried over to subsequent fiscal years; provided that the amount expended in any fiscal year shall first be deemed to be from the amount allocated to such fiscal year (without giving effect to any amounts carried over from prior fiscal years) and then from the amount carried over to such fiscal year plus (B) the proceeds of any key man life insurance received during such fiscal year, (iii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, (A) Parent may make a Restricted Payment to Holdings to allow Holdings to, and Holdings may, purchase, redeem or otherwise acquire or retire for value Equity Interests of Holdings, Parent or the Borrower deemed to occur upon the exercise of stock options, warrants, rights to acquire Equity Interests or other convertible securities to the extent such Equity Interests represent a portion of the exercise or exchange price thereof and (B) Parent may make a Restricted Payment to Holdings to allow Holdings to, and Holdings may, purchase, redeem or otherwise acquire or retire for value Equity Interests of Holdings, Parent or the Borrower made in lieu of withholding taxes in connection with any exercise or exchange of stock options, warrants or other similar rights; (iv) Parent may make a Restricted Payment to Holdings to allow Holdings to, and Holdings may, make Restricted Payments in cash in lieu of fractional Equity Interests of Holdings, Parent or the Borrower; provided that the amount of cash paid by Holdings, Parent or the Borrower in lieu of fractional Equity Interests of the Borrower shall not exceed $500,000 in the aggregate; (v) Parent may make a Restricted payment to Holdings to allow Holdings to, and Holdings may, make the 2014 Distribution on the Closing Date; (vi) so long as no Def...
Restricted Payments; Restrictive Agreements. 73 SECTION 6.07. Transactions with Affiliates.................................75 SECTION 6.08. Business of Holdings, Borrower and Subsidiaries..............75 SECTION 6.09. Other Indebtedness and Agreements............................75 SECTION 6.10. Capital Expenditures.........................................75 SECTION 6.11.
Restricted Payments; Restrictive Agreements. (a) The Borrower shall not, and shall not permit any Subsidiary to, declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided, however, that
(i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders;
(ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may (A) repurchase its Equity Interests owned by or (B) make payments to, employees, officers or directors (or former employees, officers or directors) of the Borrower or the Subsidiaries or any family member of, or trust or other entity for the benefit of, any of the foregoing persons (including any voting trust or limited partnership pursuant to which such Equity Interests have been transferred solely for the benefit of the foregoing persons and their heirs), pursuant to and in accordance with an option, appreciation right or similar equity incentive or equity based incentive or management incentive plan, in each case, approved by the Borrower’s Board of Directors, or in connection with the death or disability of such employees, officers or directors, (1) in an aggregate amount, when combined with the aggregate amount of distributions, payments, redemptions, repurchases, retirements or other acquisitions for value of Indebtedness made in such fiscal year in accordance with Section 6.09(c), not to exceed $10,000,000 in any fiscal year (plus, starting with the 2015 fiscal year, up to 100% of the portion of such amount not utilized in the immediately preceding year pursuant to this Section 6.06(a)(ii) and Section 6.09(c) may be used in such current fiscal year (but not any fiscal year thereafter)), or (2) pursuant to the issuance of promissory notes or the incurrence of other obligations pursuant to Section 6.01(l) during such fiscal year (provided that any payments in respect of such promissory notes or other obligations shall only be permitted if allowed under preceding sub-clause (1) or Section 6.09(c)); provided that the aggregate amount that may be paid pursuant to this clause (ii) shall be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or any of the Subsidiaries after the Closing Date;
(iii) the Borrower may purchase, repurchase, defease, acquire or retire fo...
Restricted Payments; Restrictive Agreements. 3. Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so; provided, however, that:
(i) the Borrower may pay the Subject Dividend; provided, however, (A) if the Subject Dividend is not paid on or prior to September 13, 2014, on the date on which the Subject Dividend is paid, prior to making such payment, the Administrative Agent shall have received a bringdown solvency opinion of Xxxxxx, Xxxxxx & Co., Inc., addressed to the Administrative Agent, which shall be in form and substance satisfactory to the Administrative Agent and the Required Lenders and (B) after giving pro forma effect to the making of the Subject Dividend, the Net Leverage Ratio, as of the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and Section 5.04(c) have been delivered (or, if the Subject Dividend is made prior to the first date after the Closing Date on which such financial statements and certificates are required to be delivered hereunder, as of the last day of the four-fiscal quarter period ending June 30, 2014), shall not exceed 3.08:1.00;[Reserved];
(A) the Subject Entities may declare and make Restricted Payments to the Borrower, and (B) any other Subsidiary that is not a Loan Party may declare and make Restricted Payments ratably to its equity holders, which shall be paid in accordance with the terms of the Management Agreements and the Loan Documents;
(iii) for any taxable year in which the Borrower is a Flow-Through Entity, (1) the Borrower may make distributions of cash to the holders of its Equity Interests, on or after the twentieth (20th) Business Day before the final day of a Quarterly Tax Payment Period, in an amount determined as follows: (A) for the first Quarterly Tax Payment Period in such taxable year, 25% of the estimated Permitted Tax Distribution Amount, (B) for the second Quarterly Tax Payment Period in such taxable year, 50% of the estimated Permitted Tax Distribution Amount, less the prior tax distributions for such taxable year, (C) for the third Quarterly Tax Payment Period in such taxable year, 75% of the estimated Permitted Tax Distribution Amount, less the prior tax distributions for such taxable year and (D) for the fourth Quarterly Tax Payment Period in such taxable year, 100% of the estimated Permitted Tax Distribution Amount...
Restricted Payments; Restrictive Agreements. 81 SECTION 6.07. Transactions with Affiliates .................................82 SECTION 6.08. Business of Borrowers and Subsidiaries .......................83 SECTION 6.09. Other Indebtedness and Agreements ............................83 SECTION 6.10. Interest Coverage Ratio ......................................83 SECTION 6.11. Maximum Leverage Ratio .......................................83 SECTION 6.12. Maximum Senior Leverage Ratio ................................83 SECTION 6.13. Minimum Consolidated Net Tangible Assets .....................83 SECTION 6.14. Hedging Agreements ...........................................83 SECTION 6.15. Fiscal Year ..................................................83 SECTION 6.16. Pension Plans ................................................84
Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Issuer, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, repurchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Issuer or any option, warrant or other right to acquire any such Equity Interests in the Issuer, or incur any obligation (contingent or otherwise) to do so; provided, however, that the Issuer may declare and pay dividends or make other distributions ratably to its equity holders and comply with redemption and repurchase requests thereof if and to the extent that (i) such payment is permitted under the Organization Documents of the Issuer as in effect on the date hereof or as amended from time to time in compliance herewith, (ii) the Issuer has complied with Section 2.08, (iii) no Default or Event of Default has occurred and is continuing or would result therefrom and (iv) immediately after giving effect to such payment, the Asset Coverage shall not be less than the Minimum Asset Coverage.
(b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Issuer to create, incur or permit to exist any Lien upon any of its property or assets; provided that the foregoing shall not apply to restrictions and conditions imposed by law or by any Note Document.
(c) Permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Indebtedness in excess of the Threshold Amount of the Issuer is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Issuer or the Purchasers.
Restricted Payments; Restrictive Agreements. 7580 SECTION 6.07. Transactions with Affiliates 7682 SECTION 6.08. Business of Holdings, Borrower and Subsidiaries. 7782
Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so; provided, however, that the Borrower may provide reasonable compensation, customary employee benefit arrangements and indemnities for their respective directors and officers consistent with past practices or as otherwise approved by the Bankruptcy Court or otherwise approved in writing by the Lender.
(b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or any refinancing thereof, or; provided that: (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document as in effect on the date hereof; (B) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness, in each case permitted by this Agreement, if such restrictions or conditions apply only to the property or assets securing such Indebtedness or subject to such lease; and (C) the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof..
Restricted Payments; Restrictive Agreements. Section 6.6 of the Credit Agreement is hereby amended by deleting clauses (a)(iii) through (a)(vii) thereof in their entirety and substituting in lieu thereof the following:
