Common use of Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries Clause in Contracts

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not and will not permit any of its Subsidiaries to declare or pay any dividends, purchase, redeem, retire or otherwise acquire for value any of its capital stock or any warrants, rights or options to acquire such capital stock, now or hereafter outstanding, return any capital to its stockholders as such, make any distribution of assets, capital stock, warrants, rights, options, obligations or securities to its stockholders as such or issue or sell any capital stock or any warrants, rights or options to acquire such capital stock other than any dividend or distribution made by a direct or indirect wholly owned Subsidiary of the Company to its parent corporation. (b) The Company will not and will not permit any of its Subsidiaries to directly or indirectly create or otherwise cause, incur, assume, suffer or otherwise permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (i) to pay dividends or to make any other distribution on any shares of capital stock of (or other ownership or profit interest in) such Subsidiary owned by the Company or any of its Subsidiaries, (ii) to pay or to subordinate any Indebtedness owed to the Company or any of its Subsidiaries, (iii) to make loans or advances to the Company or any of its Subsidiaries or (iv) to transfer any of its property or assets to the Company or any of its Subsidiaries, except with respect to any encumbrance or restriction on the Seller Restricted Subsidiaries as in effect on the date hereof.

Appears in 1 contract

Sources: Senior Secured Notes Agreement (Cai Wireless Systems Inc)

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not and will not permit any of its Subsidiaries the Guarantors to declare or pay any dividends, purchase, redeem, retire or otherwise acquire for value any of its capital stock or any warrants, rights or options to acquire such capital stock, now or hereafter outstanding, return any capital to its stockholders as such, make any distribution of assets, capital stock, warrants, rights, options, obligations or securities to its stockholders as such or issue or sell any capital stock or any warrants, rights or options to acquire such capital stock other than (i) any dividend or distribution made by a direct or indirect wholly owned Subsidiary of the Company any Guarantor to its parent corporation, (ii) the issuance of the Warrants, (iii) the issuance of shares of capital stock in connection with the exercise of the Warrants or other warrants specified in Part I of Schedule 9.3, (iv) the issuance of shares of capital stock in connection with the exercise of outstanding options issued pursuant to the stock option plans of the Company specified in Part II of Schedule 9.3, and other issuances of capital stock specified in Part III of Schedule 9.3. Prior to the execution of such Warrants or such options, the Company shall seek prior approval of the FCC as required by FCC rules, regulations and policies. (b) The Company will not and will not permit any of its Subsidiaries the Guarantors to directly or indirectly create or otherwise cause, incur, assume, suffer or otherwise permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary the Company or the Guarantors (i) to pay dividends or to make any other distribution on any shares of capital stock of (or other ownership or profit interest in) such Subsidiary owned by the Company or any of its Subsidiariesthe Guarantors, (ii) to pay or to subordinate any Indebtedness owed to the Company or any of its Subsidiariesthe Guarantors, (iii) to make loans or advances to the Company or any of its Subsidiaries the Guarantors or (iv) to transfer any of its property or assets to the Company or any of its Subsidiaries, except with respect to other than any such encumbrance or restriction on the Seller Restricted Subsidiaries as in effect (A) under this Agreement, (B) existing on the date hereofhereof or (C) required by law.

Appears in 1 contract

Sources: Discretionary Note Purchase Agreement (Wireless One Inc)

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not and will not permit any of its Subsidiaries to declare or pay any dividends, purchase, redeem, retire or otherwise acquire for value any of its capital stock or any warrants, rights or options to acquire such capital stock, now or hereafter outstanding, return any capital to its stockholders as such, make any distribution of assets, capital stock, warrants, rights, options, obligations or securities to its stockholders as such or issue or sell any capital stock or any warrants, rights or options to acquire such capital stock other than any dividend or distribution made by a direct or indirect wholly owned Subsidiary of the Company to its parent corporation. (b) The Company will not and will not permit any of its Subsidiaries to directly or indirectly create or otherwise cause, incur, assume, suffer or otherwise permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (i) to pay dividends or to make any other distribution on any shares of capital stock of (or other ownership or profit interest in) such Subsidiary owned by the Company or any of its Subsidiaries, (ii) to pay or to subordinate any Indebtedness owed to the Company or any of its Subsidiaries, (iii) to make loans or advances to the Company or any of its Subsidiaries or (iv) to transfer any of its property or assets to the Company or any of its Subsidiaries, except with respect Subsidiaries (other than any property or assets subject to any encumbrance or restriction on the Seller Restricted Subsidiaries as in effect on the date hereofa Lien permitted hereby).

Appears in 1 contract

Sources: Note Purchase Agreement (Usn Communications Inc)