Limitations on Dividends and Distributions Sample Clauses
The 'Limitations on Dividends and Distributions' clause restricts a company’s ability to pay out dividends or make other distributions to its shareholders. Typically, this clause sets financial thresholds or conditions—such as maintaining certain debt ratios or minimum cash reserves—that must be met before any payments can be made. By imposing these restrictions, the clause helps protect creditors and investors by ensuring the company retains sufficient resources to meet its obligations and maintain financial stability.
POPULAR SAMPLE Copied 2 times
Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that:
(a) the U.S. Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock;
(b) the U.S. Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the U.S. Borrower or of the applicable Subsidiary;
(c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary;
(d) [Intentionally Omitted];
(e) [Intentionally Omitted];
(f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Parent for the Exchangeable Shares being repurchased;
(g) the U.S. Borrower may make dividends and distributions to the Parent to pay:
(i) taxes attributable to the consolidated operations of the U.S. Borrower and its Subsidiaries;
(ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and
(iii) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 per Fiscal Year;
(h) [Intentionally Omitted];
(i) subject to Section 12.1(o)(ix); so long as no Default or Event of Default shall have occurred and be continuing or would be caused thereby, the Borrower may make cash distributions or dividends to the Parent which shall be invested in a U.S. Credit Party; and
(j) subject t...
Limitations on Dividends and Distributions. So long as this Debenture is outstanding, the Company shall not declare, pay, make or set apart any sum for a dividend or other distribution (whether in cash or other property) with respect to any class of capital stock of the Company (other than dividends or distributions payable in its capital stock), or for the redemption, retirement, purchase or other acquisition for value of any share of any class of capital stock of the Company or any warrants or rights to purchase any class of capital stock of the Company.
Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that:
(a) the Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock;
(b) any Subsidiary may pay cash dividends to the Borrower or any other Subsidiary that is its parent;
(c) so long as no Default or Event of Default shall have occurred and be continuing, at the time thereof, the Borrower may purchase, redeem, retire, defease or otherwise acquire shares of its Capital Stock with the proceeds received contemporaneously from the issue of new shares of its Capital Stock with equal or inferior voting powers, designations, preferences and rights;
(d) so long as no Default or Event of Default shall have occurred and be continuing, at the time thereof, the Borrower may purchase (with cash or notes) Capital Stock of the Borrower from former directors or employees of the Borrower or its Subsidiaries, their estates, spouses or former spouses in connection with the termination of such employee's employment (or such director's directorship); provided that, (i) no such note shall require any payment if such payment or a distribution by the Borrower to make such payment is prohibited by the terms of this Agreement and (ii) the aggregate amount of all payments under this Section 11.6(d) (including payments in respect of any such purchase or any such notes) shall not exceed the sum of (A) $500,000 in any Fiscal Year or $1,000,000 in the aggregate during the term of this Agreement, plus (B) the amount of any cash equity contributions received by the Borrower for the purpose of making such payments and used for such purpose; and
(e) any non-Wholly Owned Subsidiary may make pro rata dividends or distributions to holders of its Capital Stock.
Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure; provided that:
(a) the Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; and
(b) any Subsidiary may pay cash dividends to the Borrower.
Limitations on Dividends and Distributions. (a) No Borrower Party shall declare or pay any dividends or distributions except as permitted under its Constituent Documents.
(b) No Borrower Party shall declare or pay any dividends or distributions if: (i) any Mandatory Prepayment Event exists; (ii) any Event of Default exists; or (iii) a Default under Sections 11.01(a), 11.01(g) or 11.01(h) exists; provided, however, that so long as no Event of Default under Sections 11.01(a), 11.01(g) or 11.01(h) exists, each Borrower Party shall have the right to pay Permitted RIC Distributions.
Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure would reasonably be expected to have a Material Adverse Effect; provided that:
(a) the Company or any Restricted Subsidiary may pay dividends in shares of its own Capital Stock;
(b) any Restricted Subsidiary may pay cash dividends or make cash distributions to a Credit Party and may repurchase shares of its Capital Stock from a Credit Party;
(c) the Company may purchase, redeem or otherwise acquire Capital Stock of the Company or warrants or options to acquire any such Capital Stock with the proceeds received from the substantially concurrent issue of new shares of Capital Stock of the Company; and
(d) the Company may pay dividends to holders of its Capital Stock and/or repurchase shares of its Capital Stock; provided that on the date such dividend is paid and/or shares of Capital Stock are repurchased and after giving effect thereto and to any extension of credit (including any Extension of Credit) made in connection therewith: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the pro forma Net Leverage Ratio at such time is 0.25 less than the Net Leverage Ratio currently required to be maintained under Section 9.1; provided, further that the foregoing shall not operate to prevent the making of dividends or repurchases previously declared by the Company so long as (i) at the declaration date, such dividend or repurchase was permitted by the foregoing and (ii) such dividend or repurchase is consummated within the earlier of 60 days and any date under Applicable Law on which such dividend or repurchase must be consummated.
Limitations on Dividends and Distributions. Declare or pay any ------------------------------------------ dividends upon any of its capital stock or other equity interests; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests; return capital of the Borrowers to the Company; or make any distribution of cash, property or assets among the holders of shares of its capital stock or make other payments or distributions to any Affiliate of the Company or any of its Subsidiaries; provided, that, if no -------- Default or Event of Default has occurred and is continuing nor would occur as a result of the following action:
(a) the Company and its Subsidiaries may make payments to Affiliates of fees or compensation for services which are in the nature of management, corporate overhead or administrative services to the extent such payments are reflected in the then effective Approved Budget or Approved Business Plan and do not exceed arms' length pricing;
(b) the Company and its Subsidiaries may pay dividends (including paid-in-kind dividends) in shares of their capital stock;
(c) any Borrower may declare and pay dividends and make any other distribution of cash property or assets to another Borrower;
(d) the Borrowers may pay cash dividends to the Company on each dividend payment date with respect to the Preferred Equity or the Replacement Equity, as applicable, and on each interest payment date with respect to the Bridge Loans or the Permanent Financing, in each case in an amount equal to the dividend payment and/or the interest payment payable on such date and which is permitted to be paid under this Agreement (and the Company may make corresponding cash dividend or interest payments, as applicable in respect of such equity or Debt, as applicable to the holders thereof), provided, that (i) the Company and the -------- Borrowers shall remain in compliance with the covenants set forth in Articles X and XI hereof after giving effect to such payment, and shall deliver evidence thereof reasonably satisfactory to the Administrative Agent, (ii) the Company Leverage Ratio shall not exceed 4.0 to 1.0 after giving effect to such payment and (iii) the Company shall use the proceeds of such dividends solely for the payment of scheduled dividend payments to the holders of the Preferred Equity or the Replacement Equity, as applicable or for the payment of scheduled interest payments on the Bridge Loans or the Permanent Financing, as applicable;
(e)...
Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its capital stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its capital stock, or make any distribution of cash, property or assets among the holders of shares of its capital stock, or make any change in its capital structure that could reasonably be expected to have a Material Adverse Effect; provided that: (a) the Credit Parties may pay dividends solely in shares of their own capital stock or other ownership interest (including dividends consisting of rights to purchase such capital stock or other ownership interest), (b) any Subsidiary may pay dividends or make distributions to the Credit Parties or any Wholly-Owned Subsidiary of the Credit Parties, (c) any Credit Party may pay dividends or make distributions to any other Credit Party and (d) as long as no Default or Event of Default has occurred and is continuing or would be created thereby (i) the Credit Parties may declare and pay dividends on shares of their capital stock or other ownership interests, (ii) the Credit Parties or any Subsidiary may redeem shares of their capital stock or other ownership interest pursuant to a plan approved by the Board of Directors of the Credit Parties or such Subsidiary, as applicable and (iii) the Credit Parties or any Subsidiary may take any action otherwise prohibited by this Section 11.7.
Limitations on Dividends and Distributions. (a) The Company shall pay no distributions to the Members except as provided in this Article 5 and Article 14.
(b) A Member may not receive, and the Company, and Board of Directors on behalf of the Company may not make, distributions from the Company to the extent such distribution is inconsistent with, or in violation of, the Act or any provision of this Agreement.
Limitations on Dividends and Distributions. No Loan Party may make, pay or declare any Distributions. For the avoidance of doubt, the Initial Borrower may make Permitted RIC Distributions from sources other than Collateral.