Restriction on Dividends and Repurchases. (a) Prior to the earlier of (x) the third anniversary of the Closing Date and (y) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company or any Company Subsidiary (other than (i) regular quarterly cash dividends of not more than the amount of the last quarterly cash dividend per share declared or, if lower, announced to its holders of Common Stock an intention to declare, on the Common Stock prior to November 17, 2008, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction, (ii) dividends payable solely in shares of Common Stock, (iii) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (iv) dividends or distributions by any wholly-owned Company Subsidiary or (v) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008).
(b) During the period beginning on the third anniversary of the Closing Date and ending on the earlier of (i) the tenth anniversary of the Closing Date and (ii) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (A) pay any per share dividend or distribution on capital stock or other equity securities of any kind of the Company at a per annum rate that is in excess of 103% of the aggregate per share dividends and distributions for the immediately prior fiscal year (other than regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares); provided that no increase in the aggregate amount of dividends or distributions on Common Stock shall be permitted as a result of any dividends or distributions paid in shares of Common Stoc...
Restriction on Dividends and Repurchases. The Company covenants and agrees that it shall not violate any of the restrictions on dividends, distributions, redemptions, repurchases, acquisitions and related actions set forth in the Certificate of Designation, which are incorporated by reference herein as if set forth in full.
Restriction on Dividends and Repurchases. (i) Prior to the date on which all of the Senior Subordinated Securities have been redeemed in whole, neither the Credit Union nor any Credit Union Subsidiary shall, redeem, purchase, repay or acquire any equity or debt capital instruments of any kind of the Credit Union or any Credit Union Subsidiary, other than (A) maturing secondary capital accounts (for the avoidance of doubt, only with respect to amounts mandatorily then due and payable pursuant to the terms of the instrument thereof with respect to such secondary capital accounts and not any changes in regulatory treatment) or
Restriction on Dividends and Repurchases. So long as the Series G Preferred Stock is outstanding, neither the Company nor any subsidiary of the Company shall, without the consent of the Investor:
(a) declare or pay any dividend or make any distribution on the Common Stock other than (i) dividends payable solely in shares of Common Stock, (ii) the dividend of warrants contemplated by Section 9.04 of the Transaction Agreement and (iii) dividends or distributions of rights or Junior Stock in connection with a stockholders’ rights plan or a tax asset protection plan; or
(b) redeem, purchase or acquire any shares of Common Stock or other capital stock or other equity securities of any kind of the Company, or any junior subordinated debentures underlying trust preferred securities issued by the Company or any Affiliate of the Company, other than (i) redemptions, purchases or other acquisitions of any such securities held by the Investor, (ii) redemptions, purchases or other acquisitions of the Series G Preferred Stock, (iii) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock, in each case in this clause (iii) in connection with the administration of any “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974) in the ordinary course of business (including purchases to offset the Share Dilution Amount (as defined below) pursuant to a publicly announced repurchase plan) and consistent with past practice or to satisfy applicable tax withholdings with respect to employee equity-based compensation; provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount, (iv) any redemption or repurchase of rights pursuant to any stockholders’ rights plan or tax asset protection plan, (v) the acquisition by the Company or any of the subsidiaries of the Company of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Company or any other subsidiary of the Company), including as trustees or custodians and (vi) the exchange or conversion of (A) Junior Stock for or into other Junior Stock, (B) Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock or (C) junior subordinated debentures underlying trust preferred securities issued by the Company or an Affiliate of the Company for or into Parity Stock (with an aggregate liquidation amount not in excess of t...
Restriction on Dividends and Repurchases. (a) Until the such time as the Investor ceases to own any debt or equity securities of the Company or an Affiliate of the Company acquired pursuant to this Agreement, neither the Company nor any Company Subsidiary shall, without the consent of the Investor:
(i) declare or pay any dividend or make any distribution on the Common Stock (other than (A) regular quarterly cash dividends of not more than the amount of the last quarterly cash dividend per share declared or, if lower, publicly announced an intention to declare, on the Common Stock prior to October 14, 2008, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction, (B) dividends payable solely in shares of Common Stock and (C) dividends or distributions of rights or Junior Stock in connection with a stockholders’ rights plan); or
(ii) redeem, purchase or acquire any shares of Common Stock or other capital stock or other equity securities of any kind of the Company, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than (A) redemptions, purchases or other acquisitions of shares of Common Stock (which purchase shall be made on a pro rata basis as provided in Section 5.7(b)), (B) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock, in each case in this clause (B) in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases to offset the Share Dilution Amount (as defined below) pursuant to a publicly announced repurchase plan) and consistent with past practice; provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount,
Restriction on Dividends and Repurchases. (a) To the extent the Company is a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code for any portion of a designated year, Investor consent shall not be required for the payment to the shareholders of any Allowable Tax Distribution. For purposes of this Agreement, the term “Allowable Tax Distribution” means dividends which are distributed to the shareholders of the Company to cover Federal and State income tax liabilities of each such shareholder emanating from the Company and Company Subsidiaries, attributed to such liabilities arising in a designated calendar year and paid no later than April 15 following the end of such year, and that are no greater in amount than the product of (a) the taxable income (as such term is used in Section 1363(b) of the Code, but including all items of income, gain, loss and deduction required to be separately stated under Section 1366(a)(1)(A) of the Code) of the Company for such year, times (b) the total of (1) the highest marginal personal federal income tax rate (the “Federal Rate”) in effect on December 31 of such year plus (2) the highest marginal personal State income tax rate (the “State Rate”) of any shareholder of the Company in effect on such December 31; but if the Company is not an S Corporation within the meaning of Sections 1361 and 1362 of the Code during all of such year, then the Allowable Tax Distribution for such year shall be prorated in accordance with the proration of the Company’s taxable income between the period when it was an S corporation and when it was not. For purposes of determining the Federal and State income tax liabilities of each shareholder of the Company, it shall be assumed that all shareholders shall be able to deduct for Tax purposes all deductions to which the Company is entitled, regardless of whether such shareholder is able to utilize such deductions in any Tax year. The Investor (and subsequent Holders who purchase the Purchased Securities or the Warrant Securities) shall have the right to challenge the amount of the proposed Allowable Tax Distributions to the extent it is believed such Allowable Tax Distributions exceed the amount necessary for the Company shareholders to pay their allocable share of income Taxes. No later than the earlier of (i)15 days prior to the Allowable Tax Distribution, and (ii) February 28 following the year end of each year that the Investor holds any of the Senior Notes, a duly authorized Senior Executive Officer ...
Restriction on Dividends and Repurchases. (i) The Company covenants and agrees that it shall not violate any of the restrictions on dividends, distributions, redemptions, repurchases, acquisitions and related actions set forth in the Certificate of Designations, which are incorporated by reference herein as if set forth in full.
(ii) During the period beginning on the eighth anniversary of the Closing and ending on the date on which the Investor no longer owns any of the Preferred Shares, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (i) declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company or any Company Subsidiary; or (ii) redeem, purchase or acquire any shares of Common Stock or other capital stock or other equity securities of any kind of the Company or any Company Subsidiary, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than (A) redemptions, purchases or other acquisitions of the Preferred Shares, (B) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares, or (C) dividends or distributions by any wholly-owned Company Subsidiary.
Restriction on Dividends and Repurchases. (i) In the case of mutual institutions, (A) no dividends may be declared or paid by the Recipient on any Equity or other capital instruments it is authorized to issue under applicable law, nor may any discretionary payments be made on any other securities or instruments that are pari passu with or junior to the Subordinated Debt with respect to distributions or ranking in liquidation, unless all accrued and unpaid interest for all past Interest Periods on the Subordinated Debt has been paid in full, and there is no unpaid Deferred Interest, and (B) the Recipient may not repurchase or redeem any Equity or other capital instruments, or any securities or instruments ranking pari passu with or junior to the Subordinated Debt, unless all accrued and unpaid interest for all past Interest Periods on the Subordinated Debt has been paid in full, and there is no unpaid Deferred Interest.
(ii) In the case of S corps, (A) no dividends may be declared or paid by the Recipient on any securities or other instruments it is authorized to issue under applicable law, nor may any discretionary payments be made on any other securities or instruments, that are pari passu with or junior to the Subordinated Debt with respect to distributions or ranking in liquidation unless all accrued and unpaid interest for all past Interest Periods on the Subordinated Debt has been paid in full, and there is no unpaid Deferred Interest, and
Restriction on Dividends and Repurchases. (a) Prior to the earlier of (x) the fifth anniversary of the Commencement Date and (y) the date on which the Series F Preferred Stock has been redeemed in whole or the Investor has transferred all of the Series F Preferred Stock to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor:
(i) declare or pay any dividend or make any distribution on the Common Stock (other than (A) dividends payable solely in shares of Common Stock and (B) dividends or distributions of rights or Junior Stock in connection with a stockholders’ rights plan); or
(ii) redeem, purchase or acquire any shares of Common Stock or other capital stock or other equity securities of any kind of the Company, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than (A) redemptions, purchases or other acquisitions of any such securities held by the Investor,
Restriction on Dividends and Repurchases. (i) The Company covenants and agrees that it shall not violate any of the restrictions on dividends, distributions, redemptions, repurchases, acquisitions and related actions set forth in the New Certificate of Designations, which are incorporated by reference herein as if set forth in full.
(ii) During the period beginning on the eighth anniversary of the Closing and ending on the date on which the Investor no longer owns any of the CDCI Preferred Shares, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (A) declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company or any Company Subsidiary; or
