Specified Affiliate Payments means: (i) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any future, present or former employee, director, officer or consultant of the Company (or any of its Restricted Subsidiaries) pursuant to any management equity subscription agreement, stock option agreement, put agreement or similar agreement that may be in effect from time to time; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $2.5 million in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum amount of repurchases, redemptions or other acquisitions pursuant to this clause (i) (without giving effect to the immediately following proviso) of $7.5 million in any calendar year) and no payment default on Senior Debt or the Notes shall have occurred and be continuing; provided further that such amount in any calendar year may be increased by an amount not to exceed (A) the cash proceeds received by the Company since the date hereof from the sale of Equity Interests of the Company to employees, directors, officers or consultants of the Company and its Subsidiaries that occurs in such calendar year (provided that such cash proceeds shall be excluded from clause (c)(ii) of the first paragraph under Section 4.07 hereof) plus (B) the cash proceeds from key man life insurance policies received by the Company and its Restricted Subsidiaries in such calendar year; and provided further that cancellation of Indebtedness owing to the Company from employees, directors, officers or consultants of the Company or any of its Subsidiaries in connection with a repurchase of Equity Interests of the Company shall not be deemed to constitute a Restricted Payment for purposes of this Indenture; (ii) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants as a result of the payment of all or a portion of the exercise price of such options or warrants with Equity Interests; (iii) payments by the Company to members of management of the Company under the management incentive and equity participation plans as a result of and upon the Recapitalization to the extent disclosed in the Offering Memorandum; and (iv) payments permitted under clauses (5), (6), (8), (9) and (11) of the second paragraph of Section 4.11 hereof.
Specified Affiliate Payments means (i) amounts paid by the Issuer or any of its Subsidiaries to IAC or any other Person with which the Issuer is (or, prior to the Spin-Off, was) included in a consolidated, combined or unitary tax return equal to the amount of federal, state and local income taxes payable in respect of the Issuer’s income and the income of its Subsidiaries and any payments made in accordance with any tax allocation or tax sharing agreement to the extent not inconsistent with the terms described in the Offering Memorandum between the Issuer and IAC entered into in connection with the Transactions and (ii) amounts paid by the Issuer or any of its Subsidiaries to IAC (or any of its Affiliates) pursuant to any agreement between the Issuer (or any of its Subsidiaries) and IAC (or any of its Affiliates) entered into in connection with the Spin-Off.
Specified Affiliate Payments means, to the extent constituting a Restricted Payment, amounts paid by the Company to Parent or any other Person with which the Company is included in a consolidated tax return equal to the amount of federal, state and local income taxes payable in respect of the income of the Company and its Subsidiaries, including without limitation any payments made in accordance with tax allocation agreements between the Company and Parent in effect on the Issue Date.
More Definitions of Specified Affiliate Payments
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Specified Affiliate Payments means:
Specified Affiliate Payments means: (i) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company, or amounts paid to Holding on account of any such acquisition or retirement for value of any Equity Interests of Holding, held by any future, present or former employee, director, officer or consultant of Holding or the Company (or any of its Restricted Subsidiaries) pursuant to any management equity subscription agreement, stock option agreement, put agreement, stockholder agreement or similar agreement that may be in effect from time to time; PROVIDED that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $3.0 million in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum amount of repurchases, redemptions or other acquisitions pursuant to this clause (i) (without giving effect to the immediately following proviso) of $10.0 million in any calendar year) and no payment default on Senior Indebtedness or the Securities shall have occurred and be continuing; PROVIDED FURTHER that such amount in any calendar year may be increased by an amount not to exceed (A) the cash proceeds received by the Company (including by way of capital contribution) since the Closing Date from the sale of Equity Interests of Holding or the Company to employees, directors, officers or consultants of Holding, the Company or their respective Subsidiaries that occurs in such calendar year (it being understood that such cash proceeds shall be included in Section 4.04(a)(3)(ii)) plus (B) the cash proceeds from key man life insurance policies received by the Company and its Restricted Subsidiaries in such calendar year
Specified Affiliate Payments means the payment to 399 Venture Partners, Inc. of fees payable for any financial advisory, financing or similar services in connection with acquisitions or divestitures, which payments have been approved by the Board of Directors of the Company.
Specified Affiliate Payments means: (i) the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of the Company held by any future, present or former employee, director, officer or consultant of the Company (or any of its Restricted Subsidiaries) pursuant to any management equity subscription agreement, stock option agreement, put agreement, stockholder agreement or similar agreement that may be in effect from time to time; PROVIDED that the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock in any fiscal year shall not exceed the sum of (a) $250,000, (b) the cash proceeds received by the Company after the Issue Date from the sale of Qualified Capital Stock to employees, directors or officers of the Company and its Subsidiaries that occurs in such fiscal year (to the extent such proceeds do not provide the basis for any other Restricted Payment) and (c) amounts referred to in clauses (a) through (b) that remain unused from the immediately preceding fiscal year; (ii) repurchases of Capital Stock deemed to occur upon exercise of stock options or warrants as a result of the payment of all or a portion of the exercise price of such options or warrants with Capital Stock; (iii) payments by the Company to members of management of the Company and its Subsidiaries in connection with the Recapitalization to the extent disclosed in the Offering Memorandum; and (iv) any transaction contemplated by any tax sharing agreement or any other agreement as in effect on the Issue Date (including, without limitation, the Recapitalization Agreement and the Management Agreement) or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in any material respect), including distributions to effect the Recapitalization. Amounts referred to in clause (i), but not other Specified Affiliate Payments, shall constitute Restricted Payments for purposes of clause (iii) of the first paragraph of Section 4.10.
Specified Affiliate Payments means: (i) the direct or indirect repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company, held by any future, present or former employee, director, officer or consultant of the Company (or any of its Restricted Subsidiaries) pursuant to any management equity subscription agreement, stock option agreement or plan, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $5.0 million in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum amount of repurchases, redemptions or other acquisitions or retirements pursuant to this clause (i) (without giving effect to the immediately following proviso) of $10.0 million in any calendar year) and no payment default on Senior Debt or the Securities shall have occurred and
Specified Affiliate Payments means, collectively, dividends, other distributions or other amounts paid by the Borrower to a Holding Company (a) in amounts up to but not exceeding $3,000,000 during any single fiscal year (or the ratable portion of $3,000,000 in the case of any partial fiscal year following the date upon which a Holding Company arises) equal to amounts required for such Holding Company to pay franchise taxes and other expenses required to maintain its corporate existence and provide for other operating costs, provided that, in the event the Holding Company shall have any significant assets or operations other than through its ownership of the Borrower, the Borrower shall only be required to pay such taxes, expenses and operating costs to the extent fairly allocated to the Borrower in a manner determined in good faith by the Board of Directors, or (b) to pay, or reimburse the Holding Company for, the costs, fees and expenses incident to a private placement or public offering of any of the equity interests of the Holding Company, so long as the net proceeds of such placement or offering (if it is completed) are contributed to the Borrower as additional equity capital.