Common use of Limitation on Dividends and Distributions Clause in Contracts

Limitation on Dividends and Distributions. (i) If any Default or Event of Default described in Section 15(a) (Payment Default) in an aggregate amount of [***] or more shall have occurred and be continuing, neither Seller nor Guarantor shall declare, make or pay, or incur any liability to declare, make or pay, any dividend (excluding stock dividends) or other distribution on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition of any shares of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itself, whether now or hereafter outstanding, without the prior written consent of Buyer, which Buyer may grant or withhold in its sole discretion. (ii) If any Default or Event of Default other than those specifically referred to in Section 14(q)(i) shall have occurred and be continuing, neither Seller nor Guarantor shall declare, make or pay, or incur any liability to declare, make or pay, any dividend (excluding stock dividends) or other distribution on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition of any shares of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itself, whether now or hereafter outstanding, without the prior written consent of Buyer, which Buyer may grant or withhold in its sole discretion; provided, however that, notwithstanding anything in the foregoing, Seller or Guarantor, as applicable, shall be able to make a Tax Dividend to its shareholders required for purposes of meeting such shareholder’s tax liability related to its, his or her ownership of Seller or Guarantor, as applicable.

Limitation on Dividends and Distributions. (i) If any Default or Event of Default described in Section 15(a) (Payment Default) in an aggregate amount of [***] or more shall have occurred and be continuing, neither Seller nor Guarantor shall declare, make or pay, or incur any liability to declare, make or pay, any dividend (excluding stock dividends) or other distribution on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition of any shares of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itself, whether now or hereafter outstanding, without the prior written consent of Buyer, which Buyer may grant or withhold in its sole discretion. (ii) If any Default or Event of Default other than those specifically referred to in Section 14(q)(i) shall have occurred and be continuing, neither Seller nor Guarantor shall declare, make or pay, or incur any liability to declare, make or pay, any dividend (excluding stock dividends) or other distribution other than Tax Dividends on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition of any shares of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itself, whether now or hereafter outstanding, without the prior written consent of Buyer, which Buyer may grant or withhold in its sole discretion; provided, however that, notwithstanding anything in the foregoing, Seller or Guarantor, as applicable, shall be able to make a Tax Dividend to its shareholders required for purposes of meeting such shareholder’s tax liability related to its, his or her ownership of Seller or Guarantor, as applicable.

Limitation on Dividends and Distributions. (i) If any Default or Following the occurrence and during the continuation of an Event of Default described in Section 15(a) (Payment Default) in or if an aggregate amount Event of [***] or more shall have occurred and be continuingDefault would result therefrom, neither Seller nor Guarantor shall declare, not make or payany payment on account of, or incur any liability to declareset apart assets for, make or pay, any dividend (excluding stock dividends) a sinking or other distribution on or on account of any shares of its stock (or equivalent equity interest) or any redemption analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any shares equity interest of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itselfGuarantor, whether now or hereafter outstanding, without or make any other distribution or dividend in respect of any of the prior written consent foregoing or to any shareholder or equity owner of BuyerGuarantor, which Buyer either directly or indirectly, whether in cash or property or in obligations of Guarantor or any of Guarantor’s consolidated Subsidiaries (any such payment or dividend, a “Restricted Payment”); provided, however, that the following Restricted Payments shall be permitted after the occurrence and continuance of an Event of Default: (a) any Restricted Payment made by a Subsidiary to the Guarantor, to any wholly owned Subsidiary of the Guarantor or to holders of its equity interests on a ratable basis, (b) the Guarantor may grant make Restricted Payments payable solely in additional shares of its equity interests (other than Disqualified Capital Stock), (c) the Guarantor may make Restricted Payments in the form of (i) equity pursuant to and in accordance with stock option plans or withhold in other benefit plans for directors or employees of the Guarantor and its sole discretion. Subsidiaries, (ii) If the cashless purchase of shares of its equity interests awarded under such plans from such employees to offset tax liabilities and the payment of any Default taxes associated with the vesting of such shares and (iii) cash to settle and terminate equity interests under such plans, (d) the Guarantor may make any Restricted Payment within sixty (60) days after the date of declaration thereof, if on the date of declaration there is no Event of Default; provided, that no such Restricted Payment may be made if at the time of such declaration, a Responsible Officer of Guarantor has knowledge that a Material Adverse Effect has occurred, is reasonably likely to occur or will result therefrom, and (e) the Guarantor or any Subsidiary may make regular quarterly dividends so long as no Event of Default other than those specifically referred to in Section 14(q)(i) shall have occurred and be continuing, neither Seller nor Guarantor shall declare, make or pay, or incur any liability to declare, make or pay, any dividend (excluding stock dividends) or other distribution on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition of any shares of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itself, whether now or hereafter outstanding, without the prior written consent of Buyer, which Buyer may grant or withhold in its sole discretion; provided, however that, notwithstanding anything in the foregoing, Seller or Guarantorexist, as applicabledetermined on the date such dividends are declared. For the avoidance of doubt, shall no Restricted Payment may be able to make a Tax Dividend to its shareholders required for purposes made if an Event of meeting such shareholder’s tax liability related to its, his or her ownership of Seller or Guarantor, as applicableDefault would result therefrom.