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.
Appears in 2 contracts
Sources: Revolving Credit Facility (Triumph Group Inc), Revolving Credit Facility (Triumph Group Inc)
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 or limited liability company 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 or limited liability company 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 after giving effect thereto (a) Availability is not less than $300,000,000.00, and (b) the amount of any such repurchase made or dividends paid does Senior Secured Leverage Ratio would not exceed the then available Cumulative Credit and be more than 2.50 to 1.00; 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 0.20 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.
Appears in 2 contracts
Sources: Credit Agreement (Triumph Group Inc), Credit Agreement (Triumph Group Inc)
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 or limited liability company 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 or limited liability company 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 after giving effect thereto (a) Availability is not less than $300,000,000.00, and (b) the amount of Senior Secured Leverage Ratio would not be more than 2.25 to 1.00, during the Covenant Restriction Period, or 2.50 to 1.00, at any such repurchase made or dividends paid does not exceed time after the then available Cumulative Credit Covenant Restriction Period; 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 0.20 per share per quarter, subject to adjustments for stock splits, reverse stock splits, stock dividends and similar transactions;
(iv) redemptions of any employee’s '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.
Appears in 1 contract
Sources: Credit Agreement (Triumph Group Inc)
Dividends and Related Distributions. The Borrowers Borrower shall not, and shall not permit any of their its Subsidiaries to, directly or indirectly, 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 Capital Stock, on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor) or partnership interestsCapital Stock, except:
(i) dividends or other distributions payable (a) to the Borrowers or any other Loan Party by its Subsidiaries, or (bA) to a non-Loan Party and (B) by a Non-Guarantor Subsidiary by to another nonNon-Loan Party Guarantor 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 stockthe form of Capital Stock of the Borrower (other than Disqualified Stock);
(iii) in the event any of the Loan Parties file consolidated income tax returns with Parent, including stock splitsdividends or other distributions to Parent sufficient (but not in excess of the amount) to enable Parent to pay the portion of any consolidated income taxes then due and owing by Parent that are attributable to the Loan Parties; provided that (x) Parent actually uses such dividends or distributions promptly upon receipt thereof to pay such income taxes and (y) the amount of such dividends and distributions shall not be greater with respect to any taxable year than the amount of such income taxes that the applicable Loan Parties would have paid had such Loan Parties not filed consolidated income tax returns with Parent with respect to any taxable year ending after the Closing Date;
(iv) dividends or other distributions to Parent in an aggregate amount not to exceed $5,000,000 per calendar year to be used by Parent primarily to pay Administrative Expenses;
(v) so long as no Potential Default or Event of Default exists, dividends and other distributions to Parent in an aggregate amount at any time outstanding not to exceed $15,000,000; provided that the amount permitted by this clause (v) shall be replenished by the amount of cash capital contributions made by Parent to the common equity of the Borrower after any dividends or distributions made pursuant to this clause (v);
(vi) dividends and other distributions to Parent the proceeds of which are used solely to make contributions to the WHX Plan, which amounts (x) shall not exceed the minimum required contribution to the WHX Plan under Section 412 of the Code due on the date of such dividend or distribution and (y) shall not count toward the amount of dividends or other distributions to Parent permitted under clauses (iv) and (v) of this Section 8.2.5;
(vii) so long as no Potential Default or Event of Default exists, other dividends or distributions to Parent in an aggregate amount not to exceed the Specified Sale Proceeds Available Amount; and
(viiviii) distributions from, or payments by, a Subsidiary the forgiveness of loans owing by Parent to the extent necessary to pay Borrower outstanding on the Closing Date, and any liability for taxes imposed on any shareholder or equity holder of deemed non-cash dividend in connection with 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 Subsidiaryforgiveness.
Appears in 1 contract
Dividends and Related Distributions. The Borrowers No Loan Party shall, nor shall not, and shall not any Loan Party permit any of their its Subsidiaries to, make declare or paymake, directly or indirectly, any Restricted Payment, or agree to become or remain liable to make or pay, incur any dividend or other distribution of any nature obligation (whether in cash, property, securities contingent or otherwise) on account of or in respect of its shares of capital stock or partnership interest or on account to do so, except that:
(a) any Subsidiary of the purchaseBorrower may make, redemptiondeclare and pay lawful, retirement cash dividends or acquisition distributions to, or redeem any Equity Interest held by, any Loan Party (other than Holdco);
(b) any Loan Party may make, declare or pay lawful cash dividends or distributions to the Excluded Subsidiaries in an aggregate amount of up to $10,000,000 over the term of the Facilities;
(c) any Subsidiary of the Borrower that is not directly or indirectly wholly-owned by the Borrower may make, declare and pay lawful, pro rata cash dividends, distributions and redemptions;
(d) the Borrower and its shares Subsidiaries may make, declare and pay lawful dividends or distributions to the extent payable in Equity Interests that are not Disqualified Stock;
(e) the Borrower may make the Special Dividend;
(f) so long as no Default or Event of capital stock Default shall exist at the time of such declaration or could reasonably be expected to result from such Restricted Payment (or warrantstested solely at the time of declaration of any such Restricted Payment) and the Loan Parties shall be in compliance with the covenants set forth in Article VIII after giving effect to any such Restricted Payment on a Pro forma Basis for the four fiscal quarter period most recently then ended for which financial statements have been delivered (tested solely at the time of declaration of any such Restricted Payment), options or rights therefor) or partnership intereststhe Borrower may make, except
declare and pay Restricted Payments to Holdco, for further distribution by Holdco to Parent, (i) dividends or other distributions payable (a) in any fiscal year, in an amount not 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 exceed $7,500,000 for ultimate distribution to the holders of its common stockstock of the Parent and (ii) an additional amount, provided in the aggregate (including Restricted Payments in the form of cash distributions to the holders of the Preferred Stock in accordance with the terms of the Preferred Stock), not to exceed (A) when the Borrower’s Total Net Leverage Ratio is greater than 4.00:1.00 on a Pro forma Basis, an amount equal to the greater of (x) 6.0% of the net cash proceeds from any public equity issuance of the Parent’s Equity Interests and (y) 4.0% of the estimated fair market value of the Parent’s Equity Interests (collectively, the “Permitted Additional Distributions”) or (B) when the Borrower’s Total Net Leverage is less than or equal to 4.00:1.00 on a Pro forma Basis, an unlimited amount; provided, however, that (x) the amount of any such repurchase made dividend or dividends distribution that is not paid does not exceed in cash but is reinvested in Equity Interests of the then available Cumulative Credit Parent (other than Disqualified Stock) shall be excluded from this calculation 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;
(ivy) redemptions of any employee’s Capital Stock in TGI upon termination Equity Interests of employment provided that no Event of Default then exists or will result from such redemption;
(v) repurchases or redemptions of Capital Stock deemed the Parent surrendered by employees and directors 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 cover withholding taxes due upon such exercise or vestingshall be excluded from this calculation; and
(vig) dividends or other non-cash distributions payable in stock, including stock splits; and
(vii) distributions from, or payments by, a Subsidiary consisting of an increase to the extent necessary liquidation price of the Preferred Stock to pay any liability for taxes imposed on any shareholder or equity holder the holders 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 SubsidiaryPreferred Stock.
Appears in 1 contract
Sources: Credit Agreement (Shenandoah Telecommunications Co/Va/)
Dividends and Related Distributions. The Borrowers None of the Loan Parties 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 stock, partnership interests or partnership interest 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 partnership limited liability company interests, except:
(i) dividends or other distributions payable (a) to the Borrowers or any other another Loan Party by its Subsidiaries, or (b) to a non-Loan Party Subsidiary by another non-Loan Party SubsidiaryParty;
(ii) repurchases by TGI of its common stock and dividends payable by TGI the Borrower on common stock issued by the Borrower of up to the holders of its common stock$0.56 per share per fiscal year, provided that at the amount time of any such repurchase made or dividends paid does not exceed the then available Cumulative Credit and provided further that dividend payment, no Event of Default or Potential Default exists shall exist or shall result from such dividend payment after giving effect thereto; provided, further, that the foregoing limitation on such dividends of up to $0.56 per share per fiscal year shall not apply so long as the Leverage Ratio is 1.0 to 1.0 or less;
(iii) stock purchases or redemptions in connection with the exercise by employees or members of the board of directors of any Loan Party of any equity securities issued pursuant to an employee or board of directors equity subscription agreement, equity option agreement or equity ownership arrangement or other compensation plan permitted to be issued hereunder;
(iv) common stock purchases or redemptions, made by the Borrower, of common stock issued by the Borrower, provided that at the time of any such payment or will result from such payment.
(iii) regularly scheduled quarterly dividends on the common stock of TGIpurchase or redemption, 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 Potential Default shall exist or shall result from such redemption;
common stock purchase or redemption after giving effect thereto, provided, further such purchases and redemptions shall be limited to the sum of (vA) repurchases or redemptions an aggregate of Capital Stock deemed $10,000,000 for the period commencing on the Closing Date through the Expiration Date plus (B) for each fiscal year, the portion of Available Excess Cash Flow that is not used 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 stockprepay, including stock splits; and
(vii) distributions frompurchase, repurchase, or payments by, a Subsidiary to redeem the extent necessary to pay any liability for taxes imposed on any shareholder Senior Notes (1991) or equity holder the Senior Notes (2002) as permitted by paragraph (a) 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.Section 8.2.15
Appears in 1 contract
Dividends and Related Distributions. The Borrowers Each of the Loan Parties shall not, and shall not permit any of their 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 stock, partnership interests or partnership interest 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 partnership limited liability company interests, except
(i1) dividends or other distributions payable to another Loan Party and dividends paid ratably to its shareholders by a Subsidiary which is not wholly-owned by a Loan Party;
(2) dividends by the Borrower that are paid in capital stock of the Borrower;
(3) dividends, and repurchases of stock from employees and directors, made by the Borrower, provided that (a) the amount of such dividends shall not exceed the Dividend Limitation (computed with respect to each such dividend immediately prior to the Borrowers or any other Loan Party by its Subsidiaries, or payment of such dividend without giving effect thereto) and (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 Borrower's making any dividend payment and after giving effect to such payment dividend, there shall exist no Potential Default or will result from Event of Default and that the Loan Parties provide satisfactory evidence to such payment.effect on their next Compliance Certificate;
(iii4) regularly scheduled quarterly dividends on redemption of the non-voting common stock of TGISoftline Consulting and Integrators, consistent with past practiceInc., the obligation of which is described and characterized in Schedule 7.2.1 in an amount not to exceed $0.04 per share per quarter, subject to adjustments for stock splits, reverse stock splits, stock dividends and similar transactions15,000,000;
(iv5) redemptions Dividends payable by Subsidiaries of any employee’s Capital Stock in TGI upon termination the Loan Parties which are not Loan Parties to the Loan Parties or other Subsidiaries 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 vestingLoan Parties; and
(vi6) dividends or other distributions payable in stockrepurchases of stock of the Borrower, including stock splits; and
provided that (viia) distributions from, or payments by, a Subsidiary to the extent necessary to pay any liability for taxes imposed on any shareholder or equity holder aggregate amount of such Subsidiary or any consolidatedrepurchases made on and after May 29, combined2002 shall not exceed $115,000,000, or similar group of which such Subsidiary is a member as a result of income earned by such Subsidiary being taxable (b) at the time the Borrower makes the repurchase and after giving effect to such shareholder repurchase, there shall exist no Potential Default or equity holder or Event of Default and (c) the Loan Parties shall indicate the aggregate amount of such group notwithstanding the absence of any distribution or payment by the Subsidiaryrepurchases on their next Compliance Certificate.
Appears in 1 contract
Dividends and Related Distributions. The Borrowers Borrower shall not, and shall not permit any of their 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 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 Borrower 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 the Borrower of its common stock and dividends payable by TGI the Borrower 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 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 TGIthe Borrower, 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 the Borrower 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 of the Borrower 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.
Appears in 1 contract
Sources: Credit Agreement (Triumph Group Inc)
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 or limited liability company 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 or limited liability company 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.
Appears in 1 contract
Sources: Credit Agreement (Triumph Group Inc)
Dividends and Related Distributions. The Borrowers Each of the Loan Parties shall not, and shall not permit any of their 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 stock, partnership interests or partnership interest 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 partnership limited liability company interests, exceptexcept that
(i) the Loan Parties may pay dividends or other distributions payable (a) to the Borrowers or any other another Loan Party by its Subsidiaries, or (b) to a non-Loan Party Subsidiary by another non-Loan Party Subsidiary;Party; and
(ii) repurchases by TGI the Loan Parties may pay dividends in any fiscal quarter after the Borrowers deliver their quarterly financial statements and compliance certificate pursuant to Sections 7.3.1 and 7.3.3 for the immediately preceding fiscal quarter, in an aggregate amount not to exceed 50% of its common stock and dividends payable by TGI to the holders consolidated net income (computed in accordance with GAAP) of its common stockthe Borrowers for such immediately preceding four fiscal quarters less any dividend payments made during such immediately preceding four fiscal quarters, provided that the amount of any such repurchase made that:
(a) no Potential Default or dividends paid does not exceed the then available Cumulative Credit and provided further that no Event of Default or Potential Default exists at shall exist on the time of any date on which the Borrower's make such dividend payment or will result from after giving effect to such dividend payment; and
(b) the Borrowers shall demonstrate the fact described in clause (a) immediately above in the compliance certificate which they deliver for such fiscal quarter.
(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 Provided that no Potential Default or Event of Default then exists and is continuing on the date of payment, if any Other Permitted Investment described in and permitted under Section 7.2.4(v) and (vi) is sold for cash or will result otherwise liquidated or repaid for cash and if the consolidated net income (computed in accordance with GAAP) of the Borrowers for the four fiscal quarters immediately preceding the date of the proposed payment is greater than zero, the Loan Parties may pay dividends (after subtracting from such redemption;proposed dividend payment the aggregate amount of dividends paid under this Section 7.2.5(iii) within the immediately preceding four fiscal quarters) in an aggregate amount less than or equal to the lesser of:
(va) repurchases the excess of (1) the net cash proceeds form such sale (less the cost of disposition, if any) over (2) the Investment Consideration paid, incurred 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 given in connection with such Capital Stock represents the exercise price of such options or warrants or represents withholding taxes due upon such exercise or vesting; Permitted Investment, and
(vib) 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$2,000,000.
Appears in 1 contract
Sources: Credit Agreement (Bell Oil Corp)
Dividends and Related Distributions. The Borrowers Borrower shall notnot declare or make any Stock Payment, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, and shall not permit any other Loan Party to do so, except as follows:
(a) The Borrower may pay a one-time cash dividend to SDI in the amount of their Subsidiaries toup to $5,000,000 if, make or payand only if, 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 is continuing or would result from the payment of such payment.
dividend, (ii) the Preliminary Acceptance Date shall have occurred, (iii) regularly scheduled quarterly dividends on for each of three consecutive months the common stock sum of TGIthe Borrower's Net Income plus depreciation shall have been greater than zero, 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 there shall be on deposit in the Debt Service Reserve Account the amount of $2,200,000, (v) there shall have been delivered an Adequacy of Funds Certificate reasonably satisfactory in all respects to the Required Lenders demonstrating to the satisfaction of such Lenders that Final Acceptance may be achieved without reducing to zero the remaining unadvanced portion of the Term Loan Committed Amount, (vi) the payment of such dividend shall not result in a reduction in the Tangible Net Worth of Borrower below $20,000,000 and (vii) all of the conditions of Section 4.02 hereof shall have been satisfied on the date of such payment; and
(b) The Borrower may pay cash dividends to SDI in an amount equal to 50% of Excess Cash Flow for any employee’s Capital Stock in TGI upon termination of employment provided that fiscal quarter if, and only if, (i) no Event of Default then or Potential Default exists or will would 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 payment of such options dividends, (ii) there is on deposit in the Debt Service Reserve Account the amount of $4,500,000, (iii) $27,500,000 of principal amount of Term Loans shall have been repaid by Borrower either from Excess Cash Flow 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 Net Cash Proceeds of equity securities that may be issued by Borrower subject to the extent necessary terms of this Agreement and (iv) financial statements for such quarter shall have theretofore been delivered 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 the Agent pursuant to such shareholder or equity holder or such group notwithstanding the absence of any distribution or payment by the SubsidiarySection 5.01 hereof.
Appears in 1 contract
Dividends and Related Distributions. The Borrowers None of the Loan Parties 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 stock, partnership interests or partnership interest 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 partnership limited liability company interests, except:
(i) dividends or other distributions payable (a) to the Borrowers or any other another Loan Party by its Subsidiaries, or (b) to a non-Loan Party Subsidiary by another non-Loan Party SubsidiaryParty;
(ii) repurchases by TGI of its common stock and dividends payable by TGI the Borrower on common stock issued by the Borrower (a) not to exceed an annual rate of $0.40 per share (such amount to be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the holders of its common stock, provided Closing Date so that the aggregate amount of dividends permitted after such transaction is the same as the amount permitted immediately prior to such transaction) or (b) in any amount greater than $0.40 per share if at the time of any such repurchase made or dividends paid does not exceed the then available Cumulative Credit and provided further that dividend payment (1) no Event of Default or Potential Default exists shall exist or shall result from such dividend payment after giving effect thereto; (2) the Leverage Ratio shall be 0.25 to 1.0 less than the applicable Leverage Ratio under Section 8.2.15 [Maximum Leverage Ratio] immediately prior to and after giving effect to such dividend; and (3) the Borrower has Availability in excess of $100,000,000 after such dividend;
(iii) stock purchases or redemptions in connection with the exercise by employees or members of the board of directors of any Loan Party of any equity securities issued pursuant to an employee or board of directors equity subscription agreement, equity option agreement or equity ownership arrangement or other compensation plan permitted to be issued hereunder;
(iv) common stock purchases or redemptions, made by the Borrower, of common stock issued by the Borrower, provided that at the time of any such payment or will result from such payment.
purchases and redemptions, (iii1) 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 Potential Default shall exist or shall result from such redemption;
(v) repurchases purchases or redemptions after giving effect thereto; (2) the Leverage Ratio at such time is less than 3.5 to 1.0; and (3) the Borrower has Availability in excess of Capital Stock deemed to occur upon the cashless exercise of stock options or warrants or upon the vesting of restricted stock units if $100,000,000 after such Capital Stock represents the exercise price of such options or warrants or represents withholding taxes due upon such exercise or vestingpurchases and redemptions; and
(viv) 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 SubsidiaryBorrower on common stock issued by the Borrower that are payable solely in common stock issued by the Borrower.
Appears in 1 contract
Dividends and Related Distributions. The Borrowers shall not, and shall not permit any of their its Subsidiaries to, directly or indirectly, 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 Capital Stock, on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor) or partnership interestsCapital Stock, except:
(i) dividends or other distributions payable (a) to the Borrowers or any other Loan Party by its Subsidiaries, or (bA) to a non-Loan Party and (B) by a Non-Guarantor Subsidiary by to another nonNon-Loan Party Guarantor 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 stockthe form of Capital Stock of a Borrower (other than Disqualified Stock);
(iii) intentionally omitted;
(iv) dividends or other distributions to API Group plc (including to the extent not otherwise permitted by the terms of this Agreement, dividends and distributions made by API Americas Inc. and API (USA) Holdings Ltd. to Excluded Subsidiaries of API Group plc, for ultimate dividend or distribution to API Group plc, so long as such dividends and distributions are ultimately received by API Group plc), Handy, or Steel, in an aggregate amount not to exceed $15,000,000 per calendar year to be used by API Group plc, Handy, or Steel primarily to pay Administrative Expenses;
(v) so long as (i) no Potential Default or Event of Default exists and (ii) both before and after giving pro forma effect to such dividends or distributions, the Net Leverage Ratio does not exceed 3.25 to 1.00, dividends and other distributions to API Group plc (including stock splitsto the extent not otherwise permitted by the terms of this Agreement, dividends and distributions made by API Americas Inc. and API (USA) Holdings Ltd. to Excluded Subsidiaries of API Group plc, for ultimate dividend or distribution to API Group plc, so long as such dividends and distributions are ultimately received by API Group plc) or by Steel to the holders of its Capital Stock;
(vi) so long as no Potential Default or Event of Default exists, dividends and other distributions to Handy the proceeds of which are used solely to make contributions to the WHX Plan, which amounts (x) shall not exceed the minimum required contribution to the WHX Plan under Section 412 of the Code due on the date of such dividend or distribution and (y) shall not count toward the amount of dividends or other distributions to Handy permitted under clauses (iv) and (v) of this Section 8.2.5; and
(vii) so long as no Potential Default or Event of Default exists, dividends and other distributions from, or payments by, a Subsidiary to API Group plc (including to the extent necessary not otherwise permitted by the terms of this Agreement, dividends and distributions made by API Americas Inc. and API (USA) Holdings Ltd. to pay any liability Excluded Subsidiaries of API Group plc, for taxes imposed on any shareholder ultimate dividend or equity holder of distribution to API Group plc, so long as such Subsidiary or any consolidated, combined, or similar group dividends and distributions are ultimately received by API Group plc) the proceeds of which are used solely to make contributions to the UK Plan, which amounts (x) shall not exceed the contributions paid at the date of this agreement (subject to any increase which may be agreed between API Group plc and the trustees of the UK Plan to repay any future increase in the funding deficit) and (y) shall not count toward the amount of dividends or other distributions to API Group plc permitted under clauses (iv) and (v) of this Section; and
(viii) so long as no Potential Default or Event of Default exists, distributions by (a) Steel to the holders of its preferred units in accordance with the terms of its partnership agreement and (b) WebFinancial Holding Corporation to the holders of its preferred units in accordance with the terms of its certificate of designation; and
(ix) the forgiveness of loans owing by (A) any Loan Party to any other Loan Party, (B) any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary and (C) any Loan Party to any Non-Guarantor Subsidiary, in each case outstanding on the Closing Date, and any deemed non-cash dividend in connection with 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 Subsidiaryforgiveness.
Appears in 1 contract
Dividends and Related Distributions. The Borrowers None of the Loan Parties 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 stock, partnership interests or partnership interest 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 partnership limited liability company interests, except:
(i) dividends or other distributions payable (a) to the Borrowers or any other another Loan Party by its Subsidiaries, or (b) to a non-Loan Party Subsidiary by another non-Loan Party SubsidiaryParty;
(ii) repurchases by TGI of its common stock and dividends payable by TGI to the holders of its Borrower on common stockstock issued by the Borrower, provided that at the amount time of any such repurchase made or dividends paid does not exceed the then available Cumulative Credit and provided further that dividend payment, (1) no Event of Default or Potential Default exists shall exist or shall result from such dividend payment after giving effect thereto; (2) the Leverage Ratio at such time is less than 2.5 to 1.0; and (3) the Borrower has Availability in excess of $100,000,000 after such dividend;
(iii) stock purchases or redemptions in connection with the exercise by employees or members of the board of directors of any Loan Party of any equity securities issued pursuant to an employee or board of directors equity subscription agreement, equity option agreement or equity ownership arrangement or other compensation plan permitted to be issued hereunder;
(iv) common stock purchases or redemptions, made by the Borrower, of common stock issued by the Borrower, provided that at the time of any such payment or will result from such payment.
purchases and redemptions, (iii1) 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 Potential Default shall exist or shall result from such redemptionpurchases or redemptions after giving effect thereto; (2) the Leverage Ratio at such time is less than 2.5 to 1.0; and (3) the Borrower has Availability in excess of $100,000,000 after such purchases and redemptions;
(v) repurchases common stock purchases or redemptions, made by the Borrower of common stock issued by the Borrower, in connection with any Permitted Gas Properties Transaction, provided that (1) the aggregate amount of such stock purchases or redemptions does not exceed the amount of Capital Stock deemed to occur upon the cashless exercise of stock options or warrants or upon Unused Cash Gas Proceeds; (2) the vesting of restricted stock units if such Capital Stock represents Loan Parties shall demonstrate that they shall be in pro forma compliance with 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 covenants contained 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 SubsidiarySections 8.2.15 [Maximum Leverage Ratio] and 8.
Appears in 1 contract
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 or limited liability company 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 or limited liability company 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 after giving effect thereto (a) Availability is not less than $300,000,000.00, and (b) the amount of Senior Secured Leverage Ratio would not be more than 2.00 to 1.00, during the Covenant Restriction Period, or 2.50 to 1.00, at any such repurchase made or dividends paid does not exceed time after the then available Cumulative Credit Covenant Restriction Period; 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 0.20 per share per quarter, subject to adjustments for stock splits, reverse stock splits, stock dividends and similar transactions;
(iv) redemptions of any employee’s '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.
Appears in 1 contract
Sources: Credit Agreement (Triumph Group Inc)
Dividends and Related Distributions. The Borrowers Borrower shall not, and shall not permit any of their its Consolidated Subsidiaries to, declare, make or paypay any Stock Payment, or agree to agree, become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities contingently or otherwise) on account to do any of the foregoing, except for the following:
(a) A wholly-owned Consolidated Subsidiary of the Borrower may declare and make Stock Payments if the capital stock of such wholly-owned Consolidated Subsidiary is owned by the Borrower or by a direct or indirect wholly-owned Consolidated Subsidiary of the Borrower;
(b) The Borrower may from time to time declare and make Stock Payments if such Stock Payment is payable solely in respect of its shares of capital stock (or partnership interest options, warrants or on account other rights therefor) of the purchaseBorrower, redemption, retirement or acquisition and a Consolidated Subsidiary of its the Borrower may declare and make Stock Payments if such Stock Payment is payable solely in shares of capital stock (or warrants, options or other rights therefor) of such Subsidiary; provided, however, that no shares of capital stock (or partnership interestsoptions, exceptwarrants or other rights therefor) may be issued pursuant to this Section 7.06(b) if such capital stock is subject, in whole or in part, to mandatory redemption or redemption at the option of the holder thereof, or convertible into or exchangeable for any capital stock subject to such redemption;
(i) dividends or other distributions payable (a) to The APT Post-Transaction Repurchase and the Borrowers or any other Loan Party by its SubsidiariesManagement Stock Repurchase provided that, on the date of such repurchase, or (b) to a non-Loan Party Subsidiary by another non-Loan Party Subsidiary;
(ii) repurchases by TGI of its common stock immediately thereafter and dividends payable by TGI to the holders of its common stockafter giving effect thereto, 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 shall have occurred and be continuing or will result from such payment.
shall exist; and (iiiii) regularly scheduled quarterly dividends Retiring Employee Stock Repurchases; provided that, on the common stock date of TGIsuch repurchase, consistent with past practiceor immediately thereafter and after giving effect thereto, 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 Potential Default shall have occurred and be continuing 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 vestingshall exist; and
(vid) dividends or other distributions payable Other Stock Payments not more than one time in stockany fiscal year and in no event prior to 30 days following the receipt by the Administrative Agent of the reports specified in Section 6.01(a), including stock splits; and
(viix) distributions from, or payments by, a Subsidiary up to an amount equal to the extent necessary to pay any liability for taxes imposed on any shareholder or equity holder lesser 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.(p) $5,000,000 -115-
Appears in 1 contract
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 or limited liability company 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 or limited liability company 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 after giving effect thereto (a) Availability is not less than $250,000,000.00 and (b) the amount of any such repurchase made or dividends paid does Senior Secured Leverage Ratio would not exceed the then available Cumulative Credit be more than 2.00 to 1.00; 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 0.08 per share per quarter, subject to adjustments for stock splits, reverse stock splits, stock dividends and similar transactions;
(iv) redemptions of any employee’s '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.
Appears in 1 contract
Sources: Credit Agreement (Triumph Group Inc)
Dividends and Related Distributions. The Borrowers Borrower shall not, and shall not permit any of their its Subsidiaries to, directly or indirectly, 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 Capital Stock, on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor) or partnership interestsCapital Stock, except:
(i) dividends or other distributions payable (a) to the Borrowers or any other Loan Party by its Subsidiaries, or (bA) to a non-Loan Party and (B) by a Non-Guarantor Subsidiary by to another nonNon-Loan Party Guarantor 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 stockthe form of Capital Stock of the Borrower (other than Disqualified Stock);
(iii) in the event any of the Loan Parties file consolidated income tax returns with Parent, including stock splitsdividends or other distributions to Parent sufficient (but not in excess of the amount) to enable Parent to pay the portion of any consolidated income taxes then due and owing by Parent that are attributable to the Loan Parties; provided that (x) Parent actually uses such dividends or distributions promptly upon receipt thereof to pay such income taxes and (y) the amount of such dividends and distributions shall not be greater with respect to any taxable year than the amount of such income taxes that the applicable Loan Parties would have paid had such Loan Parties not filed consolidated income tax returns with Parent with respect to any taxable year ending after the Closing Date;
(iv) dividends or other distributions to Parent in an aggregate amount not to exceed $5,000,000 per calendar year to be used by Parent primarily to pay Administrative Expenses;
(v) so long as no Potential Default or Event of Default exists, dividends and other distributions to Parent in an aggregate amount at any time outstanding not to exceed $20,000,000; provided that the amount permitted by this clause (v) shall be replenished by the amount of cash capital contributions made by Parent to the common equity of the Borrower after any dividends or distributions made pursuant to this clause (v);
(vi) dividends and other distributions to Parent the proceeds of which are used solely to make contributions to the WHX Plan, which amounts (x) shall not exceed the minimum required contribution to the WHX Plan under Section 412 of the Code due on the date of such dividend or distribution and (y) shall not count toward the amount of dividends or other distributions to Parent permitted under clauses (iv) and (v) of this Section 8.2.5; and
(vii) distributions from, or payments by, a Subsidiary the forgiveness of loans owing by Parent to the extent necessary to pay Borrower outstanding on the Closing Date, and any liability for taxes imposed on any shareholder or equity holder of deemed non-cash dividend in connection with 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 Subsidiaryforgiveness.
Appears in 1 contract
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 or limited liability company 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 or limited liability company 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 '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.
Appears in 1 contract
Dividends and Related Distributions. The Borrowers Each of the Loan Parties shall not, and shall not permit any of their 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 stock, partnership interests or partnership interest 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 partnership limited liability company interests, exceptexcept that
(i) the Loan Parties may pay dividends or other distributions payable (a) to the Borrowers or any other another Loan Party by its Subsidiaries, or (b) to a non-Loan Party Subsidiary by another non-Loan Party Subsidiary;Party; and
(ii) repurchases by TGI the Loan Parties may pay dividends in any fiscal quarter after the Borrowers deliver their quarterly financial statements and compliance certificate pursuant to Sections 7.3.1 and 7.3.3 for the immediately preceding fiscal quarter, in an aggregate amount not to exceed 50% of its common stock and dividends payable by TGI to the holders consolidated net income (computed in accordance with GAAP) of its common stockthe Borrowers for such immediately preceding four fiscal quarters less any dividend payments made during such immediately preceding four fiscal quarters, provided that the amount of any such repurchase made that:
(a) no Potential Default or dividends paid does not exceed the then available Cumulative Credit and provided further that no Event of Default or Potential Default exists at shall exist on the time of any date on which the Borrowers’ make such dividend payment or will result from after giving effect to such dividend payment; and
(b) the Borrowers shall demonstrate the fact described in clause (a) immediately above in the compliance certificate which they deliver for such fiscal quarter.
(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 Provided that no Potential Default or Event of Default then exists and is continuing on the date of payment, if any Other Permitted Investment described in and permitted under Section 7.2.4(v) and (vi) is sold for cash or will result otherwise liquidated or repaid for cash and if the consolidated net income (computed in accordance with GAAP) of the Borrowers for the four fiscal quarters immediately preceding the date of the proposed payment is greater than zero, the Loan Parties may pay dividends (after subtracting from such redemption;proposed dividend payment the aggregate amount of dividends paid under this Section 7.2.5(iii) within the immediately preceding four fiscal quarters) in an aggregate amount less than or equal to the lesser of:
(va) repurchases the excess of (1) the net cash proceeds from such sale (less the cost of disposition, if any) over (2) the Investment Consideration paid, incurred 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 given in connection with such Capital Stock represents the exercise price of such options or warrants or represents withholding taxes due upon such exercise or vesting; Permitted Investment, and
(vib) 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$2,000,000.
Appears in 1 contract
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 Capital Stock or partnership or limited liability company interest or on account of the purchase, redemption, retirement or acquisition of its shares of capital stock Capital Stock (or warrants, options or rights therefor) or partnership or limited liability company 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 at the amount time of any such repurchase made or dividends paid does payment and after giving effect thereto (a) there are no outstanding Revolving Credit Loans, (b) the Senior Secured Leverage Ratio, on a pro forma basis (based on the most recently ended fiscal quarter for which financial statements have been delivered (or were due to be delivered) by the Borrowers in accordance with Sections 8.3.1 or 8.3.2) after giving effect to such repurchase or payment, would not exceed the then available Cumulative Credit be more than 2.50 to 1.00 and provided further that (c) there exists no Event of Default or Potential Default exists at Default; provided further that no such repurchase or payment shall be permitted during the time of any such payment or will result from such payment.Covenant Restriction Period;
(iii) regularly scheduled quarterly dividends on the common stock of TGI, consistent with past practice, not to exceed $0.04 0.20 per share per quarter, subject to adjustments for stock splits, reverse stock splits, stock dividends and similar transactions; provided that no such dividend shall be permitted during the Covenant Restriction Period;
(iv) redemptions of any employee’s Capital Stock in TGI upon termination of employment 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 stockstock (other than Disqualified Equity Interests), 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.. NAI-▇▇▇▇▇▇▇▇▇▇v6
Appears in 1 contract
Sources: Credit Agreement (Triumph Group Inc)
Dividends and Related Distributions. The Borrowers Borrower shall not, and shall not permit any of their Subsidiaries Subsidiary to, declare or make or payany Stock Payment, or agree to agree, become or remain liable (contingently or otherwise) to make do any of the foregoing, except as follows:
(a) The Borrower may from time to time repurchase for cash shares of its common stock of a series publicly traded, subject to the following conditions:
(i) Repurchases under this Section 7.06(a) shall not exceed $25,000,000 from and after the Closing Date;
(ii) No Event of Default or payPotential Default shall exist on the date of such repurchase, or immediately thereafter and after giving effect to such repurchase;
(iii) The Borrower would have been in compliance with Sections 7.01(a) and 7.01(c) on the last day of the fiscal quarter ending most recently before such repurchase, after giving effect on a pro forma basis to such repurchase and to any incurrence of Indebtedness after such day, as if such repurchase and incurrence had occurred on such day; and
(iv) The Agent shall receive, with a copy for each Lender, not later than the Business Day after the date such repurchase is made, a certificate signed by a Responsible Officer of the Borrower, dated such repurchase date, describing such dividend, certifying that such repurchase is in compliance with the provisions of this Section 7.06(a), and including a statement in reasonable detail of the information and calculations necessary to establish compliance with this Section 7.06(a);
(b) A Subsidiary of the Borrower may declare and pay dividends or other distributions with respect to its Shares of Capital Stock, provided, that such dividend or other distribution is made on a pro rata basis, consistent with the ownership interests in such Shares of any nature Capital Stock, to the owners of such shares; and
(whether c) The Borrower may make Stock Payments if such Stock Payment is paid solely in cash, property, securities or otherwise) on account Shares 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 Capital Stock (or warrants, options or rights therefor) or partnership interestsof the Borrower. The Borrower shall not declare any dividend payable later than 60 days after declaration, except
(i) dividends or other distributions payable (a) to and the Borrowers or Borrower shall not permit 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 declare 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 Subsidiarydividend payable later than 15 days after declaration.
Appears in 1 contract
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 or limited liability company 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 or limited liability company 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 at the amount time of any such repurchase made or dividends paid does and after giving effect thereto (a) there are no outstanding Revolving Credit Loans (other than, for the avoidance of doubt, Letters of Credit Outstanding), and (b) the Senior Secured Leverage Ratio would not exceed the then available Cumulative Credit and be more than 2.50 to 1.00; 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 0.20 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.
Appears in 1 contract
Sources: Credit Agreement (Triumph Group Inc)
Dividends and Related Distributions. The Borrowers None of the Loan Parties 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 stock, partnership interests or partnership interest 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 partnership limited liability company interests, except:
(i) dividends or other distributions payable (a) to the Borrowers or any other another Loan Party by its Subsidiaries, or (b) to a non-Loan Party Subsidiary by another non-Loan Party SubsidiaryParty;
(ii) repurchases by TGI of its common stock and dividends payable by TGI the Borrower on common stock issued by the Borrower (a) not to exceed an annual rate of $0.40 per share (such amount to be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the holders of its common stock, provided Closing Date so that the aggregate amount of dividends permitted after such transaction is the same as the amount permitted immediately prior to such transaction) or (b) in any amount greater than $0.40 per share if at the time of any such repurchase made or dividends paid does not exceed the then available Cumulative Credit and provided further that dividend payment (1) no Event of Default or Potential Default exists shall exist or shall result from such dividend payment after giving effect thereto; (2) the Leverage Ratio shall be 0.25 to 1.0 less than the maximum applicable Leverage Ratio permitted under Section 8.2.15 [Maximum Leverage Ratio] immediately prior to and after giving effect to such dividend; and (3) the Borrower has Availability in excess of $100,000,000 after such dividend;
(iii) stock purchases or redemptions in connection with the exercise by employees or members of the board of directors of any Loan Party of any equity securities issued pursuant to an employee or board of directors equity subscription agreement, equity option agreement or equity ownership arrangement or other compensation plan permitted to be issued hereunder;
(iv) common stock purchases or redemptions, made by the Borrower, of common stock issued by the Borrower, provided that at the time of any such payment or will result from such payment.
purchases and redemptions, (iii1) 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 Potential Default shall exist or shall result from such redemption;
(v) repurchases purchases or redemptions after giving effect thereto; (2) the Leverage Ratio at such time is less than 3.5 to 1.0; and (3) the Borrower has Availability in excess of Capital Stock deemed to occur upon the cashless exercise of stock options or warrants or upon the vesting of restricted stock units if $100,000,000 after such Capital Stock represents the exercise price of such options or warrants or represents withholding taxes due upon such exercise or vestingpurchases and redemptions; and
(viv) 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 SubsidiaryBorrower on common stock issued by the Borrower that are payable solely in common stock issued by the Borrower.
Appears in 1 contract
Dividends and Related Distributions. The Borrowers None of the Loan Parties 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 stock, partnership interests or partnership interest 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 partnership limited liability company interests, except:
(i) dividends or other distributions payable (a) to the Borrowers or any other another Loan Party by its Subsidiaries, or (b) to a non-Loan Party Subsidiary by another non-Loan Party SubsidiaryParty;
(ii) repurchases by TGI of its common stock so long as Borrower has not achieved and maintained an Investment Grade rating, dividends payable by TGI the Borrower on common stock issued by the Borrower of up to the holders of its common stock$0.56 per share per fiscal year, provided that at the amount time of any such repurchase made or dividends paid does not exceed the then available Cumulative Credit and provided further that dividend payment, no Event of Default or Potential Default exists shall exist or shall result from such dividend payment after giving effect thereto;
(iii) stock purchases or redemptions in connection with the exercise by employees or members of the board of directors of any Loan Party of any equity securities issued pursuant to an employee or board of directions equity subscription agreement, equity option agreement or equity ownership arrangement or other compensation plan permitted to be issued hereunder; and
(iv) common stock purchases or redemptions, made by the Borrower, of common stock issued by the Borrower, provided that at the time of any such payment or will result from such payment.
(iii) regularly scheduled quarterly dividends on the common stock of TGIpurchase or redemption, 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 Potential Default shall exist or shall result from such redemption;
common stock purchase or redemption after giving effect thereto, provided, further such purchases and redemptions shall be limited to the sum of (vA) repurchases or redemptions an aggregate of Capital Stock deemed $10,000,000 for the period commencing on the Closing Date through the Tranche B Maturity Date plus (B) for each fiscal year, the portion of Available Excess Cash Flow that is not used 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 stockprepay, including stock splits; and
(vii) distributions frompurchase, repurchase, or payments by, a Subsidiary to redeem the extent necessary to pay any liability for taxes imposed on any shareholder Senior Notes (1991) or equity holder the Senior Notes (2002) as permitted by paragraph (a) 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.Section 8.2.16
Appears in 1 contract
Sources: Credit Agreement (Consol Energy Inc)