Common use of Limits on Distributions Clause in Contracts

Limits on Distributions. (i) If any Default or Event of Default described in [***], shall have occurred and be continuing, Seller shall not 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 Administrative Agent, which Administrative Agent may grant or withhold in its sole discretion. (ii) If any Default or Event of Default other than those specifically referred to in [***] shall have occurred and be continuing, Seller shall not 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 Administrative Agent, which Administrative Agent may grant or withhold in its sole discretion; provided, however that, notwithstanding anything in the foregoing, Seller shall be able to make a Tax Dividend to its shareholders required for purpose of meeting such shareholder’s tax liability related to its, his or her ownership of Seller.

Limits on Distributions. (i) If any Default or Event of Default described in [***] or [***], or both, in an aggregate amount of [***] or more, shall have occurred and be continuing, Seller shall not 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 Administrative Agent, which Administrative Agent may grant or withhold in its sole discretion. (ii) If any Default or Event of Default other than those specifically referred to in [***] Subsection 11(j)(i) shall have occurred and be continuing, Seller shall not 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 Administrative Agent, which Administrative Agent may grant or withhold in its sole discretion; provided, however that, notwithstanding anything in the foregoing, Seller shall be able to make a Tax Dividend to its shareholders required for purpose of meeting such shareholder’s tax liability related to its, his or her ownership of Seller.

Limits on Distributions. (i) If any Default or Event of Default described in (x) [***] or [***], or both, in an aggregate amount of [***] or more, or (y) [***], shall have occurred and be continuing, Seller shall not 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 Administrative Agent, which Administrative Agent may grant or withhold in its sole discretion. (ii) If any Default or Event of Default other than those specifically referred to in [***] shall have occurred and be continuing, Seller shall not 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 Administrative Agent, which Administrative Agent may grant or withhold in its sole discretion; provided, however that, notwithstanding anything in the foregoing, Seller shall be able to make a Tax Dividend to its shareholders required for purpose of meeting such shareholder’s tax liability related to its, his or her ownership of Seller.

Limits on Distributions. (i) If any Default or Event of Default described in [***]Subsection 12(a)(i) (payment), Section 11(v) (Financial Covenants), Section 11(q) (Hedging Arrangements) or Subsection 12(a)(x) (other Debt of $1,000,000 or more to Buyer or Buyer’s Affiliate), shall have occurred and be continuing, Seller shall not declare, make or pay, or incur any liability to declare, make or pay, any dividend (excluding stock dividends) or other distribution including any Permitted Tax Distribution, direct or indirect, on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition acquisition, direct or indirect, 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 Administrative AgentBuyer, which Administrative Agent consent may grant or withhold in its sole discretionnot be unreasonably withheld. (iii) If any Default or Event of Default other than those specifically referred to in [***] Subsection 11(i)(i) shall have occurred and be continuing, Seller shall not declare, make or pay, or incur any liability to declare, make or pay, any dividend (excluding stock dividends) or other distribution other than stock dividends and Permitted Tax Dividends Distributions, direct or indirect, on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition acquisition, direct or indirect, 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 Administrative AgentBuyer, which Administrative Agent consent may grant or withhold in its sole discretion; provided, however that, notwithstanding anything in the foregoing, Seller shall not be able to make a Tax Dividend to its shareholders required for purpose of meeting such shareholder’s tax liability related to its, his or her ownership of Sellerunreasonably withheld.

Limits on Distributions. (A) Seller shall not declare, make or pay, or incur any liability to declare, make or pay, any Permitted Tax Distribution, or other dividend (other than stock dividends), direct or indirect, on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition, direct or indirect, 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 LEGAL02/41334878v5 written consent of Purchaser, if (i) If Seller’s net income before taxes for the calendar quarter immediately preceding the current quarter is less than [***] ($[***]), in which case Purchaser’s consent shall not be unreasonably withheld, or (ii) any Default or Event of Default described in Subsection 12(a)(i) (payment), Section 11(v) (Financial Covenants), Section 11(q) (Hedging Arrangements) or Subsection 12(a)(x) (other Debt of $[***]] or more to Purchaser or Purchaser’s Affiliate), shall have occurred and be continuing, in which case, Purchaser’s consent may be granted or withheld in Purchaser’s sole discretion. (B) Seller shall not declare, make or pay, or incur any liability to declare, make or pay, any dividend (excluding stock dividends) or other distribution other than stock dividends and Permitted Tax Distributions, direct or indirect, on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition acquisition, direct or indirect, 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 Administrative AgentPurchaser, which Administrative Agent may grant if any Potential Servicing Termination Event or withhold in its sole discretion. (ii) If any Default or Servicing Termination Event of Default other than those specifically referred to in [***] Section 10(a)(xvii)(A) shall have occurred and be continuing, Seller in which case Purchaser’s consent shall not 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 Administrative Agent, which Administrative Agent may grant or withhold in its sole discretion; provided, however that, notwithstanding anything in the foregoing, Seller shall be able to make a Tax Dividend to its shareholders required for purpose of meeting such shareholder’s tax liability related to its, his or her ownership of Sellerunreasonably withheld.

Limits on Distributions. (i) If any Default or Event of Default described in [***], shall have occurred and be continuing, Seller shall not declare, make or pay, or incur any liability to declare, make or pay, any Permitted Tax Distribution, or other dividend (excluding other than stock dividends) ), direct or other distribution indirect, on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition acquisition, direct or indirect, 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 Administrative AgentPurchaser, if (i) Seller’s net income before taxes for the calendar quarter immediately preceding the current quarter is less than One Dollar ($1), in which Administrative Agent case Purchaser’s consent shall not be unreasonably withheld, or (ii) any Default or Event of Default described in Subsection 12(a)(i) (payment), Section 11(v) (Financial Covenants), Section 11(q) (Hedging Arrangements) or Subsection 12(a)(x) (other Debt of $1,000,000 or more to Purchaser or Purchaser’s Affiliate), shall have occurred and be continuing, in which case, Purchaser’s consent may grant be granted or withhold withheld in its Purchaser’s sole discretion. (ii) If any Default or Event of Default other than those specifically referred to in [***] shall have occurred and be continuing, Seller shall not declare, make or pay, or incur any liability to declare, make or pay, any dividend (excluding stock dividends) or other distribution other than stock dividends and Permitted Tax Dividends Distributions, direct or indirect, on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition acquisition, direct or indirect, 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 Administrative AgentPurchaser, if any Potential Servicing Termination Event or Servicing Termination Event other than those referred to in Section 10(a)(xvii)(A) shall have occurred and be continuing, in which Administrative Agent may grant or withhold in its sole discretion; provided, however that, notwithstanding anything in the foregoing, Seller case Purchaser’s consent shall not be able to make a Tax Dividend to its shareholders required for purpose of meeting such shareholder’s tax liability related to its, his or her ownership of Sellerunreasonably withheld.

Limits on Distributions. If Seller’s net income before taxes for the calendar quarter immediately preceding the current quarter is less than One Dollar (i) If $1), or if any Default or Event of Default described in [***]Subsection 12(a)(i) (payment), Section 11(v) (Financial Covenants), Section 11(q) (Hedging Arrangements) or Subsection 12(a)(x) (other Debt of $1,000,000 or more to Buyer or Buyer’s Affiliate), shall have occurred and be continuing, Seller shall not declare, make or pay, or incur any liability to declare, make or pay, any dividend (excluding or distribution other than stock dividends) dividends and Permitted Tax Distributions, direct or other distribution indirect, on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition acquisition, direct or indirect, 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 Administrative AgentBuyer, which Administrative Agent consent may grant or withhold in its sole discretion. (ii) If any not be unreasonably withheld unless a Default or Event of Default described in Subsection 12(a)(i) (payment), Section 11(v) (Financial Covenants), Section 11(q) (Hedging Arrangements) or Subsection 12(a)(x) (other than those specifically referred Debt of $1,000,000 or more to in [***] Buyer or Buyer’s Affiliate) shall have occurred and be continuing, Seller shall not declare, make or pay, or incur any liability in which event Buyer’s right 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 withhold 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 Administrative Agent, which Administrative Agent may grant or withhold in its sole discretion; provided, however that, notwithstanding anything in the foregoing, Seller shall be able to make a Tax Dividend to its shareholders required for purpose of meeting such shareholder’s tax liability related to its, his or her ownership of Selleris unqualified.

Limits on Distributions. (i) If any Default or Event of Default described in [***], [***], [***], [***] or [***], shall have occurred and be continuing, Seller shall not 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 Administrative Agent, which Administrative Agent may grant or withhold in its sole discretion. (ii) If any Default or Event of Default other than (including those specifically referred to in [***] shall have occurred and be continuing, Seller shall not 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 Administrative Agent, which Administrative Agent may grant or withhold in its sole discretion; provided, however that, notwithstanding anything in the foregoing, Seller shall be able to make a Tax Dividend to its shareholders required for purpose of meeting such shareholder’s tax liability related to its, his or her ownership of Seller.