Common use of Restrictions on Dividends and Other Distributions Clause in Contracts

Restrictions on Dividends and Other Distributions. The Borrower will not and will not permit any Subsidiary to directly or indirectly declare, order, pay, make or set apart any sum for (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock (or other equity interest) of the Borrower or any Subsidiary now or hereafter outstanding; (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock (or other equity interest) of the Borrower or any Subsidiary now or hereafter outstanding; or (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire shares of any class of stock (or other equity interest) of the Borrower or any Subsidiary now or hereafter outstanding; except that (i) Subsidiaries (other than CREDIT AGREEMENT - PAGE 41 49 Borrower) may make, declare and pay dividends and make other distributions with respect to their capital stock (or other equity interest) to Borrower or the other Subsidiaries, (ii) the Borrower may redeem or repurchase shares of its stock issued to employees and directors in connection with the exercise by such Person of stock options granted to such Person under the Borrower's stock option plans; provided that no Default exists or would result therefrom and the Dollar amount of such repurchases in any individual case shall not exceed an amount equal to the exercise price pay by such Person to exercise the option in question plus all United States federal withholding taxes arising as a result of such exercise, and (iii) this Section 10.4 shall not prohibit the transactions permitted by clauses (a), (j) or (m) of Section 10.5.

Restrictions on Dividends and Other Distributions. The Borrower will not and will not permit any Subsidiary to directly or indirectly declare, order, pay, make or set apart any sum for (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock (or other equity interest) of the Borrower or any Subsidiary now or hereafter outstanding; (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock (or other equity interest) of the Borrower or any Subsidiary now or hereafter outstanding; or (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire shares of any class of stock (or other equity interest) of the Borrower or any Subsidiary now or hereafter outstanding; except that (i) Subsidiaries (other than CREDIT AGREEMENT - PAGE 41 49 Borrower) may make, declare and pay dividends and make other distributions with respect to their capital stock (or other equity interest) to Borrower or the other Subsidiaries, (ii) the Borrower may redeem or repurchase shares of its stock issued to employees and directors in connection with the exercise by such Person of stock options granted to such Person under the Borrower's Borrower?s stock option plans; provided that no Default exists or would result therefrom and the Dollar amount of such repurchases in any individual case shall not exceed an amount equal to the exercise price pay by such Person to exercise the option in question plus all United States federal withholding taxes arising as a result of such exercise, and (iii) this Section 10.4 shall not prohibit the transactions permitted by clauses (a), (j) or (m) of Section 10.5, and (iv) from September 30, 1998 through and including November 30, 1999, the Borrower may redeem or repurchase shares of its capital stock; provided that the aggregate amount paid by Borrower in connection with such redemptions and repurchases during such period does not exceed Nine Million Dollars ($9,000,000) and no Default exists or would result therefrom.

Restrictions on Dividends and Other Distributions. The Borrower will not and will not permit any Subsidiary to directly or indirectly declare, order, pay, make or set apart any sum for (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock (or other equity interest) of the Borrower or any Subsidiary now or hereafter outstanding; (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock (or other equity interest) of the Borrower or any Subsidiary now or hereafter outstanding; or (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire shares of any class of stock (or other equity interest) of the Borrower or any Subsidiary now or hereafter outstanding; except that (i) Subsidiaries (other than CREDIT AGREEMENT - PAGE 41 49 Borrower) may make, declare and pay dividends and make other distributions with respect to their capital stock (or other equity interest) to Borrower or the other Subsidiaries, (ii) the Borrower may redeem or repurchase shares of its stock issued to employees and directors in connection with the exercise by such Person of stock options granted to such Person under the Borrower's stock option plans; provided that no Default exists or would result therefrom and the Dollar amount of such repurchases in any individual case shall not exceed an amount equal to the exercise price pay by such Person to exercise the option in question plus all United States federal withholding taxes arising as a result of such exercise, and (iii) this Section 10.4 shall not prohibit the transactions permitted by clauses (a), (j) or (m) of Section 10.5, and (iv) from September 30, 1998 through and including August 31, 1999, the Borrower may redeem or repurchase shares of its capital stock; provided that the aggregate amount paid by Borrower in connection with such redemptions and repurchases does not exceed Nine Million Dollars ($9,000,000) and no Default exists or would result therefrom.

Restrictions on Dividends and Other Distributions. The Borrower will not and will not permit any Subsidiary to directly or indirectly declare, order, pay, make or set apart any sum for (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock (or other equity interest) of the Borrower or any Subsidiary now or hereafter outstanding, except a dividend payable solely in shares of stock; (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock (or other equity interest) of the Borrower or any Subsidiary now or hereafter outstanding; or (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire shares of any class of stock (or other equity interest) of the Borrower or any Subsidiary of its Subsidiaries now or hereafter outstanding; except that that: (i) Subsidiaries (other than CREDIT AGREEMENT - PAGE 41 49 Borrower) of the Borrower may make, declare declare, and pay dividends and make other distributions to Borrower or to other Subsidiaries with respect to their capital common or ordinary stock (or other equity interest) in the ordinary course of business and to allow Borrower or the other Subsidiaries, to pay dividends permitted hereunder; and (ii) the Borrower may redeem or repurchase shares make, declare and pay cash dividends out of earned surplus in accordance with applicable law and may purchase and set apart sums to purchase any of its capital stock issued to employees and directors in connection with the exercise by such Person of stock options granted to such Person under the Borrower's stock option plans; provided that as long as no Default exists or would otherwise result therefrom and the Dollar amount of such repurchases in any individual case shall not exceed an amount equal to the exercise price pay by such Person to exercise the option in question plus all United States federal withholding taxes arising as a result of such exercise, and and: (iii1) this Section 10.4 shall not prohibit the transactions permitted by clauses Five Hundred Thousand Dollars (a$500,000), ; or (j2) or Fifty percent (m50%) of Section 10.5.Excess Cash Flow, calculated for the applicable Fiscal Quarter based on the immediately preceding four (4) Fiscal Quarters; and

Restrictions on Dividends and Other Distributions. The Borrower Parent will not and will not permit any Subsidiary to directly or indirectly declare, order, pay, make or set apart any sum for (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock (or other equity interest) of the Borrower Parent or any Subsidiary now or hereafter outstanding; (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock (or other equity interest) of the Borrower Parent or any Subsidiary now or hereafter outstanding; or (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire shares of any class of stock (or other equity interest) of the Borrower Parent or any Subsidiary now or hereafter outstanding; except that that: (i) Subsidiaries (other than CREDIT AGREEMENT - PAGE 41 49 BorrowerParent) may make, declare and pay dividends and make other distributions with respect to their capital stock (or other equity interest) to Borrower Parent or the other Subsidiaries, ; (ii) the Borrower may redeem or repurchase shares of its stock issued to employees and directors in connection with the exercise by such Person of stock options granted to such Person under the Borrower's stock option plans; provided that no Default exists or would result therefrom and the Dollar amount of such repurchases in any individual case shall not exceed an amount equal to the exercise price pay by such Person to exercise the option in question plus all United States federal withholding taxes arising as a result of such exercise, and (iii) this Section 10.4 shall not prohibit the transactions permitted by clauses (a), (j) ), or (ml) of Section 10.5; and (iii) Parent may redeem or repurchase shares of its stock issued to employees and directors under Parent's benefit programs; provided that (A) no Default exists or would result therefrom and (B) the aggregate amount paid by Parent in connection with such redemptions and repurchases during any Fiscal Year does not exceed One Million Dollars ($1,000,000). For purposes of this Section 10.4, stock conveyed, transferred or surrendered in connection with the exercise of stock options should not be considered redeemed or repurchased to the extent no cash consideration is paid to employees or directors in connection with such exercise.

Restrictions on Dividends and Other Distributions. The Borrower Parent will not and will not permit any Subsidiary to directly or indirectly declare, order, pay, make or set apart any sum for (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock (or other equity interest) of the Borrower Parent or any Subsidiary now or hereafter outstanding; (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock (or other equity interest) of the Borrower Parent or any Subsidiary now or hereafter outstanding; or (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire shares of any class of stock (or other equity interest) of the Borrower Parent or any Subsidiary now or hereafter outstanding; except that (i) Subsidiaries (other than CREDIT AGREEMENT - PAGE 41 49 BorrowerParent) may make, declare and pay dividends and make other distributions with respect to their capital stock (or other equity interest) to Borrower Parent or the other Subsidiaries, (ii) the Borrower may redeem or repurchase shares of its stock issued to employees and directors in connection with the exercise by such Person of stock options granted to such Person under the Borrower's stock option plans; provided that no Default exists or would result therefrom and the Dollar amount of such repurchases in any individual case shall not exceed an amount equal to the exercise price pay by such Person to exercise the option in question plus all United States federal withholding taxes arising as a result of such exercise, and (iii) this Section 10.4 shall not prohibit the transactions permitted by clauses (a), (j) ), or (ml) of Section 10.5, and (iii) from the Closing Date through and including the Termination Date, Parent may redeem or repurchase shares of its capital stock and declare and pay dividends on account of its capital stock; provided that (a) the total of (i) the aggregate amount paid by Parent in connection with such redemptions and repurchases during such period plus (ii) the aggregate amount of any other dividends paid by Parent under this Section 10.4, both calculated after giving effect to the repurchase, redemption, or dividend in question, does not exceed Ten Million Dollars ($10,000,000) and (b) at the date of such repurchase, redemption or dividend no Default exists or would result therefrom.