Restricted Payments; Restrictive Agreements Sample Clauses
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Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and (ii) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase its Equity Interests owned by employees of the Borrower or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,000.
(b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (F) clause (i) of the foregoing shall not apply to customary pr...
Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders of a given class, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the U.S. Borrower may repurchase its Equity Interests owned by employees of the U.S. Borrower or the Subsidiaries or make payments to employees of the U.S. Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed U.S.$10,000,000 in any fiscal year and (iii) so long as (A) no Event of Default or Default shall have occurred and be continuing or result therefrom, (B) at least U.S.$25,000,000 of the Revolving Commitments is unused and available after giving effect to such Restricted Payment, and (C) the U.S. Borrower would be in compliance with the covenants set forth in Sections 6.10 and 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements required by Section 5.04(a) or 5.04(b) have been delivered or for which comparable financial statements have been filed with the SEC, after giving pro forma effect (using the criteria therefor described in Section 6.04(i)) to such transaction and to any other event occurring during or after such period as to which pro forma recalculation is appropriate as if such transaction had occurred as of the first day of such period, the U.S. Borrower and, with respect to the Exchangeable Shares, PTI Holdco (with funds advanced by the U.S. Borrower) may make Restricted Payments in any amount.
(b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the U.S. Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets in favor of a Collateral Agent or any successor thereto hereunder or under any agreement that replaces or refinances this Agreement, or (ii) the abilit...
Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so except:
(i) any Subsidiary may declare and make Restricted Payments ratably to its equity holders;
(ii) the Borrower and its Subsidiaries may declare and make Restricted Payments payable solely in the Equity Interests of such person;
(iii) on the Closing Date, the Borrower and its Subsidiaries may consummate the Transaction;
(iv) to the extent constituting Restricted Payments, the Borrower and its Subsidiaries may enter into transactions expressly permitted by Section 6.05 or 6.07; and
(v) repurchases of Equity Interests of the Borrower deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;
(b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon:
(i) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or
(ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided, that
(A) the foregoing shall not apply to
(1) restrictions and conditions imposed by law or by any Loan Document, the Senior Credit Agreement or the Existing Credit Agreement,
(2) customary restrictions and conditions contained in agreements relating to an Asset Sale of a Subsidiary or any property pending such sale, provided such restrictions and conditions apply only to the Subsidiary or property that is to be sold,
(3) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and
(B) clause (i) of the foregoing shall not apply to customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof.
Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided, however, that:
(i) any Company may declare and make Restricted Payments to the Borrower or any wholly owned Subsidiary of the Borrower;
(ii) to the extent constituting Restricted Payments, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42-
(iii) any Company may declare and make Restricted Payments:
(1) the proceeds of which will be used to repurchase, retire or otherwise acquire the Equity Interests of the Borrower from directors, officers, employees or members of management consultants or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company not to exceed $10,000,000 in any calendar year, (provided that any amounts not used during any calendar year may be carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts set forth in this clause (1) may be further increased by the proceeds of any key man life insurance received by the Loan Parties (solely with respect to the calendar year in which such proceeds are received and without limiting any carry over thereof permitted above); or
(2) constituting repurchases of Equity Interests of any parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and warrants or similar equity incentive awards;
(iv) the Borrower may make Restricted Payments solely in the form of Qualified Capital Stock;
(v) any Company may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion;
(vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05;
(vii) [rese...
Restricted Payments; Restrictive Agreements. (a) Holdings and the Borrowers will not, nor will they cause or permit any of the Subsidiaries to, declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders, and (ii) the U.S. Borrower may make Restricted Payments to Holdings (x) in an amount not to exceed $1,000,000 in any fiscal year, to the extent necessary to pay actual out-of-pocket general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) in an amount necessary to pay Tax liabilities directly attributable to (or arising as a result of) the U.S. Borrower and the Subsidiaries, so long as such Restricted Payments will be used by Holdings for such purposes within 10 Business Days of the receipt thereof or returned to the U.S. Borrower.
(b) Notwithstanding paragraph (a), Holdings may make Restricted Payments in respect of the Common Stock, and the Borrowers may make Restricted Payments to Holdings to fund such Restricted Payments by Holdings, in an aggregate amount not to exceed the sum of (i) $300,000,000 and (ii) the Available Restricted Payment Amount; provided, however, that at the time thereof and after giving effect thereto, (x) no Default or Event of Default shall have occurred and be continuing and (y) Holdings would be in Pro Forma Compliance.
(c) Holdings and the Borrowers will not, nor will they cause or permit any of the Subsidiaries to, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the U.S. Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the U.S. Borrower or any other Subsidiary or to Guarantee Indebtedness of the U.S. Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Senior Unsecured Note Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pendi...
Restricted Payments; Restrictive Agreements. (a) Declare or pay, directly or indirectly, any Restricted Payment, except that:
(i) each Subsidiary may make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;
(ii) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable in the form of Equity Interests of such Person;
(iii) so long as no Default exists or would result therefrom, the Borrower may repurchase shares of its capital stock owned by employees or make payments to employees in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives upon termination of employment or in connection with the death or disability of such employees, in an aggregate amount not to exceed $5,000,000 in any fiscal year;
(iv) so long as no Default exists or would result therefrom, the Borrower may repurchase shares of its capital stock for contribution to employee benefit plans maintained by the Borrower and the Subsidiaries, in an aggregate amount not to exceed $10,000,000 in any fiscal year;
(v) so long as no Default exists or would result therefrom and to the extent otherwise permitted by Section 8.04, any non-wholly owned Subsidiary may acquire its own Equity Interests from its minority owner(s); and
(vi) the Borrower and its Subsidiaries may make other Restricted Payments so long as (A) no Default exists or would result therefrom, and (B) the Borrower is and would be in compliance with the maximum Consolidated Leverage Ratio covenant set forth in Section 8.11 on a Pro Forma Basis.
(b) Except as provided on Schedule 8.06, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Loan Party to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or any Indebtedness refinancing the Obligations, (ii) the ability of any Subsidiary to make Restricted Payments or to make or repay loans or advances to any Loan Party or (iii) the ability of any Loan Party to Guarantee Indebtedness of any Loan Party; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by Law or by any Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contai...
Restricted Payments; Restrictive Agreements. 73 SECTION 6.07. Transactions with Affiliates.................................75 SECTION 6.08. Business of Holdings, Borrower and Subsidiaries..............75 SECTION 6.09. Other Indebtedness and Agreements............................75 SECTION 6.10. Capital Expenditures.........................................75 SECTION 6.11.
Restricted Payments; Restrictive Agreements. 3. Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so; provided, however, that:
(i) the Borrower may pay the Subject Dividend; provided, however, (A) if the Subject Dividend is not paid on or prior to September 13, 2014, on the date on which the Subject Dividend is paid, prior to making such payment, the Administrative Agent shall have received a bringdown solvency opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co., Inc., addressed to the Administrative Agent, which shall be in form and substance satisfactory to the Administrative Agent and the Required Lenders and (B) after giving pro forma effect to the making of the Subject Dividend, the Net Leverage Ratio, as of the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and Section 5.04(c) have been delivered (or, if the Subject Dividend is made prior to the first date after the Closing Date on which such financial statements and certificates are required to be delivered hereunder, as of the last day of the four-fiscal quarter period ending June 30, 2014), shall not exceed 3.08:1.00;[Reserved];
(A) the Subject Entities may declare and make Restricted Payments to the Borrower, and (B) any other Subsidiary that is not a Loan Party may declare and make Restricted Payments ratably to its equity holders, which shall be paid in accordance with the terms of the Management Agreements and the Loan Documents;
(iii) for any taxable year in which the Borrower is a Flow-Through Entity, (1) the Borrower may make distributions of cash to the holders of its Equity Interests, on or after the twentieth (20th) Business Day before the final day of a Quarterly Tax Payment Period, in an amount determined as follows: (A) for the first Quarterly Tax Payment Period in such taxable year, 25% of the estimated Permitted Tax Distribution Amount, (B) for the second Quarterly Tax Payment Period in such taxable year, 50% of the estimated Permitted Tax Distribution Amount, less the prior tax distributions for such taxable year, (C) for the third Quarterly Tax Payment Period in such taxable year, 75% of the estimated Permitted Tax Distribution Amount, less the prior tax distributions for such taxable year and (D) for the fourth Quarterly Tax Payment Period in such taxable year, 100% of the estimated Permitted Tax Distribution Amount...
Restricted Payments; Restrictive Agreements. 81 SECTION 6.07. Transactions with Affiliates .................................82 SECTION 6.08. Business of Borrowers and Subsidiaries .......................83 SECTION 6.09. Other Indebtedness and Agreements ............................83 SECTION 6.10. Interest Coverage Ratio ......................................83 SECTION 6.11. Maximum Leverage Ratio .......................................83 SECTION 6.12. Maximum Senior Leverage Ratio ................................83 SECTION 6.13. Minimum Consolidated Net Tangible Assets .....................83 SECTION 6.14. Hedging Agreements ...........................................83 SECTION 6.15. Fiscal Year ..................................................83 SECTION 6.16. Pension Plans ................................................84
Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so; provided, however, that the Borrower may provide reasonable compensation, customary employee benefit arrangements and indemnities for their respective directors and officers consistent with past practices or as otherwise approved by the Bankruptcy Court or otherwise approved in writing by the Lender.
(b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or any refinancing thereof, or; provided that: (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document as in effect on the date hereof; (B) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness, in each case permitted by this Agreement, if such restrictions or conditions apply only to the property or assets securing such Indebtedness or subject to such lease; and (C) the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof..