Dividends and Related Distributions Sample Clauses
The 'Dividends and Related Distributions' clause defines the rules and procedures governing the payment of dividends and other distributions to shareholders. It typically outlines when and how dividends are declared, the method of payment, and eligibility criteria for receiving such distributions. For example, it may specify that only shareholders of record on a certain date are entitled to receive declared dividends. This clause ensures clarity and fairness in the allocation of company profits, preventing disputes over entitlement and timing of payments.
Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its Equity Interests, including any sinking fund or similar deposit, or on account of the purchase, redemption, retirement, cancellation, termination or acquisition of its Equity Interests (or warrants, options or rights therefor) (any of the foregoing being referred to as a “Restricted Payment”), except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries and (d) the Borrower and its Subsidiaries may make any other Restricted Payment (including, for the avoidance of doubt, any repurchase of Equity Interests of the Borrower pursuant to the Specified Share Repurchase Program) so long as immediately prior to and after giving effect (including giving effect on a pro forma basis) to such Restricted Payment (i) no Default or Event of Default exists or would result therefrom and (ii) the Borrower is in compliance with the financial covenants set forth in Sections 6.14 and 6.15.
Dividends and Related Distributions. The Borrowers shall not, and shall not permit any of their Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its shares of capital stock or partnership interest or on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor) or partnership interests, except
(i) dividends or other distributions payable (a) to the Borrowers or any other Loan Party by its Subsidiaries, or (b) to a non-Loan Party Subsidiary by another non-Loan Party Subsidiary;
(ii) repurchases by TGI of its common stock and dividends payable by TGI to the holders of its common stock, provided that the amount of any such repurchase made or dividends paid does not exceed the then available Cumulative Credit and provided further that no Event of Default or Potential Default exists at the time of any such payment or will result from such payment.
(iii) regularly scheduled quarterly dividends on the common stock of TGI, consistent with past practice, not to exceed $0.04 per share per quarter, subject to adjustments for stock splits, reverse stock splits, stock dividends and similar transactions;
(iv) redemptions of any employee’s Capital Stock in TGI upon termination of employment provided that no Event of Default then exists or will result from such redemption;
(v) repurchases or redemptions of Capital Stock deemed to occur upon the cashless exercise of stock options or warrants or upon the vesting of restricted stock units if such Capital Stock represents the exercise price of such options or warrants or represents withholding taxes due upon such exercise or vesting; and
(vi) dividends or other distributions payable in stock, including stock splits; and
(vii) distributions from, or payments by, a Subsidiary to the extent necessary to pay any liability for taxes imposed on any shareholder or equity holder of such Subsidiary or any consolidated, combined, or similar group of which such Subsidiary is a member as a result of income earned by such Subsidiary being taxable to such shareholder or equity holder or such group notwithstanding the absence of any distribution or payment by the Subsidiary.
Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to make or pay, or agree to become or remain liable to make or pay, any Restricted Payment unless no Material Event of Default exists or would be caused thereby except for (a) dividends or other distributions payable to a Loan Party or a Non-Loan Party Subsidiary, provided that Loan Parties may only make dividends and distributions to Non-Loan Party Subsidiaries to the extent a dividend or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; (b) dividend payments or other distributions payable solely in the common stock or other common equity interests of such Person; (c) in the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) of the Company or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Company or any Subsidiary; (d) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days of the date of declaration thereof; and (f) other Restricted Payments in an aggregate amount not to exceed $5,000,000.00 in any fiscal year; subject, in each case, subject to compliance with Section 7.2.8.
Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its shares of capital stock, partnership interests or limited liability company interests on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor), partnership interests or limited liability company interests, except dividends or other distributions payable to another Loan Party.
Dividends and Related Distributions. Clause (iii) of Section 8.2.5 of the Credit Agreement shall be amended and restated in its entirety as follows:
Dividends and Related Distributions. The Borrower shall not, and shall not permit any Subsidiary of the Borrower to, declare, or make any Stock Payment, except as follows:
(a) So long as no Event of Default or Potential Default shall have occurred and be continuing or shall occur after giving effect thereto, Stock Payments to the Holding Company Guarantor for the purposes of paying reasonable administrative costs and salaries of the Holding Company Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business and of making Stock Payments to the Guarantor for the purposes of paying reasonable administrative costs and salaries of the Guarantor's employees, paying taxes and paying expenses incurred in the ordinary course of business; provided, that no Stock Payment pursuant to this Section 7.07(a) may be made if, after giving effect to such Stock Payment, the aggregate amount of Stock Payments made during any fiscal year of the Borrower, together with any loans and advances made pursuant to Section 7.06(b)(ii) (other than to the Guarantor for the purpose of paying in full the Indebtedness secured by the Senior Subordinated Indenture) during such fiscal year, would exceed $1,500,000;
(b) So long as no Event of Default or Potential Default shall have occurred and be continuing or shall occur after giving effect thereto, Stock Payments to the Holding Company Guarantor for the purpose of making Stock Payments to the Guarantor for the purpose of making Stock Payments to the extent permitted by Section 5.03 of the Guaranty;
(c) Stock Payments to the Holding Company Guarantor for the purpose of making Stock Payments to the Guarantor for the purpose of repaying certain Indebtedness of the Guarantor to the Borrower in the principal amount of $43,670,000;
(d) Stock Payments to the Holding Company Guarantor so long as the proceeds thereof shall be loaned to the Borrower as permitted by Section 7.04 hereof; and
(e) A Subsidiary of the Borrower may declare and make Stock Payments if all of the capital stock of such Subsidiary is owned by the Borrower or by a direct or indirect wholly-owned Subsidiary of the Borrower.
11. Section 7.12 of the Credit Agreement is hereby deleted in its entirety and the following Section is hereby inserted in lieu thereof:
Dividends and Related Distributions. 37 7.07 Sale-Leasebacks..........................................37 7.08 Mergers, etc.............................................38 7.09
Dividends and Related Distributions. Each of the Loan Parties shall not make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its shares of capital stock, partnership interests or limited liability company interests on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor), partnership interests or limited liability company interests, except (i) subject to Section 8.2.17 [Restrictions on Specified Excluded Subsidiaries], dividends or other distributions payable to another Loan Party, (ii) dividends or other distributions not to exceed $0.16 per share multiplied by (A) the outstanding shares of Borrower as of the Closing Date (other than equity issued to employees, officers, or directors of any Loan Party that is issued in connection with such person’s compensation), plus (B) any shares issued after the Closing Date in connection with any Equity Issuances, at any given time per fiscal year, provided that the Borrower shall, at least five (5) Business Days prior to such dividend or distribution, deliver a compliance certificate, in form and substance reasonably satisfactory to the Administrative Agent certifying that, prior to and immediately after making such dividend or distribution:
(a) the Leverage Ratio (on a Pro Forma Basis) after giving effect thereto, is less than or equal to 2.0 to 1.0, (b) the amount of Availability shall not be less than $30,000,000 and (c) there shall exist no Event of Default; and (iii) dividends or other distributions equal to an amount less than or equal to the Net Specified Excluded Subsidiary Distribution Amount received by the Loan Parties for the trailing twelve month period, provided that prior to making such dividends or distributions, the Borrower shall deliver a compliance certificate, in form and substance reasonable satisfactory to the Administrative Agent, certifying: (a) that the Leverage Ratio for the fiscal quarter most recently ended and the Leverage Ratio (on a Pro Forma Basis) after giving effect thereto, are both less than or equal to 2.0 to 1.0, (b) that the amount of Availability prior to and after giving effect thereto is greater than or equal to $30,000,000, and (c) that the Fixed Charge Coverage Ratio (on a Pro Forma Basis) after giving effect thereto is greater than or equal to 1.0 to 1.0.
Dividends and Related Distributions. The Borrower shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its ownership interests or on account of the purchase, redemption, retirement or acquisition of its ownership interests unless prior to and after giving effect to such dividend or distribution, no Event of Default or Potential Default shall have occurred.
Dividends and Related Distributions. The Borrower shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its ownership interests or on account of the purchase, redemption, retirement or acquisition of its ownership interests unless prior to and after giving effect to such dividend or distribution, no Default or Event of Default shall have occurred. For the avoidance of doubt, neither the payment of management fees to, nor the retention of premiums by, the Borrower from Erie Exchange or any other Person shall be prohibited by this Section 6.05.