Common use of Distributions; Investments Clause in Contracts

Distributions; Investments. (a) Pay any dividends (other than dividends payable solely in capital stock) or make any distribution or payment in respect of or redeem, retire or purchase any capital stock or share capital except that Borrower or any Subsidiary may (i) repurchase the stock of current or former employees, officers, directors or consultants so long as such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate per fiscal year (ii) repurchase stock pursuant to the right of first refusal pursuant to Parent’s bylaws, so long as such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate per fiscal year, (iii) repurchase the stock of current or former employees, officers, directors or consultants pursuant to stock repurchase agreements by the cancellation of indebtedness owed by such former employees provided that the aggregate amount of indebtedness cancelled pursuant to this clause (iii) does not exceed Two Hundred Fifty Thousand Dollars ($250,000) per fiscal year, or (iv) cash payments in lieu of the issuance of fractional shares upon conversion of convertible securities so long as the aggregate amount of such cash payments does not exceed Ten Thousand Dollars ($10,000.00) in any given fiscal year; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. For the sake of clarity, Parent’s payments to its Subsidiaries for services performed by such Subsidiaries for Borrower in accordance with Section 7.8 are not prohibited under this Agreement because they are not deemed Investments.

Distributions; Investments. (a) Pay any dividends (other than dividends payable solely in capital stock) or make any distribution or payment in respect of or redeem, retire or purchase any equity interests or capital stock or share capital except stock; provided that Borrower or any Subsidiary may (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof; and (ii) Borrower may pay dividends or other distributions solely in the form of equity securities; (iii) Borrower may otherwise pay dividends or distributions in accordance with its Operating Documents so long as at the time of such dividend or distribution, no Event of Default has occurred and is continuing or would result from the payment of such dividend or distribution, and Borrower provides evidence reasonably satisfactory to Bank that Borrower is in compliance with Section 6.7 and will remain in compliance with Section 6.7 after giving effect to such dividend or distribution; and (iv) Borrower may repurchase the stock ownership interests in Borrower of current or former employees, managers, officers, directors consultants or consultants existing investors so long as (A) an Event of Default (including without limitation, pursuant to Section 6.7) does not exist at the time of such repurchase and would not exist after giving effect to such repurchase and (B) the aggregate payments made by Borrower in connection with all such repurchases do not exceed One Million Dollars ($1,000,000) in the aggregate in any fiscal year; provided that any repurchases in excess of One Million Dollars ($1,000,000) in the aggregate in any fiscal year shall require the prior written consent of Bank, which consent shall be provided or withheld in Bank’s reasonable business judgment; provided further that, if the aggregate amount of repurchases in any fiscal year exceeds Two Hundred Fifty Thousand Dollars ($250,000.00) 200,000), the amount in the aggregate per fiscal year (ii) repurchase stock pursuant to the right excess of first refusal pursuant to Parent’s bylaws, so long as such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000200,000) in shall be deducted from the aggregate per fiscal yearcalculation of Adjusted EBITDA for all purposes herein, (iii) repurchase the stock of current or former employees, officers, directors or consultants pursuant to stock repurchase agreements by the cancellation of indebtedness owed by such former employees provided that the aggregate amount of indebtedness cancelled pursuant to this clause (iii) does not exceed Two Hundred Fifty Thousand Dollars ($250,000) per fiscal year, or (iv) cash payments in lieu of the issuance of fractional shares upon conversion of convertible securities so long as the aggregate amount of such cash payments does not exceed Ten Thousand Dollars ($10,000.00) in any given fiscal year; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. For the sake of clarity, Parent’s payments to its Subsidiaries for services performed by such Subsidiaries for Borrower in accordance with Section 7.8 are not prohibited under this Agreement because they are not deemed Investments.

Distributions; Investments. (a) Pay any dividends (other than dividends payable solely in capital stock) or make any distribution or payment in respect of its Equity Interests or redeem, retire or purchase any capital stock of its Equity Interests provided that (i) Holdings may convert any of its convertible Equity Interests (including options and warrants) into other Equity Interests issued by Holdings pursuant to the terms of such convertible securities or share capital except that otherwise in exchange thereof, including by way of cashless exercise; (ii) Holdings may convert Subordinated Debt issued by any Loan Party into Equity Interests issued by Holdings pursuant to the terms of such Subordinated Debt and to the extent permitted under the terms of the applicable subordination or intercreditor agreement with Agent; (iii) any Borrower or Subsidiary thereof may pay dividends solely in Equity Interests of such Borrower or Subsidiary, and any Subsidiary may pay cash distributions to a Loan Party; (iiv) Holdings may make cash payments in lieu of fractional shares; (v) Holdings may repurchase the stock of current or former employees, officers, directors or consultants so long as such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate per fiscal year (ii) repurchase stock pursuant to the right of first refusal pursuant to Parent’s bylaws, so long as such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate per fiscal year, (iii) repurchase the stock of current or former employees, officers, directors or consultants Equity Interests issued by Holdings pursuant to stock repurchase agreements approved by the cancellation of indebtedness owed by such former employees Board, provided that the aggregate amount of indebtedness cancelled pursuant to this clause (iii) all such repurchases does not exceed Two Five Hundred Fifty Thousand Dollars ($250,000500,000) per fiscal year, ; (vi) any Subsidiary may make distributions or pay dividends to a Loan Party; (ivvii) cash payments Holdings may pay dividends or make distributions in lieu the form of the issuance of fractional shares upon conversion of convertible securities its Equity Interests (other than Disqualified Equity Interests) so long as no Change of Control results therefrom; and (viii) Holdings may make dividends not exceeding $250,000 in the aggregate amount during any fiscal year in the Ordinary Course of such cash payments does not exceed Ten Thousand Dollars ($10,000.00) Business, pursuant to and in any given fiscal yearaccordance with stock option plans or other benefit plans for management or employees of Holdings and its Subsidiaries; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary), other than Permitted Investments. Notwithstanding the foregoing, Loan Parties shall be permitted to make the repurchases pursuant to clause (v) above expressly permitted above only if, at such time, and immediately after giving effect thereto: (i) no Default or permit any Event of its Subsidiaries Default, exists or could reasonably be expected to do sooccur, (ii) each Loan Party is Solvent, and (iii) such payment or distribution is permitted under and is made in compliance with all applicable laws. For the sake avoidance of claritydoubt, Parent’s payments of (x) reasonable fees, salaries and other reasonable compensation, benefits and indemnification to its officers of the Loan Parties and their Subsidiaries for services performed and (y) usual and customary fees, compensation and indemnifications paid to members of the Board of any Loan Party of Subsidiary that are approved by such Subsidiaries for Borrower the compensation committee of the Board shall not be deemed to be payments in accordance with Section 7.8 are not prohibited under this Agreement because they are not deemed Investmentsrespect of Equity Interests.

Distributions; Investments. (a) Pay any dividends (other than dividends payable solely in capital stockstock or dividends to the Borrower) or make any distribution or payment in respect of or redeem, retire or purchase repurchase any capital stock or share capital except that Borrower or any Subsidiary may (other than (i) repurchase repurchases pursuant to the terms of employee stock of current purchase plans, employee restricted stock agreements, stockholder rights plans, director or former employeesconsultant stock option plans, officersor similar plans, directors or consultants so long as provided such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate per fiscal year and (ii) repurchase stock repurchases pursuant to the right terms of first refusal that certain Amended and Restated Letter Agreement, dated November 7, 2013, between Borrower and the Xxxx & Xxxxxxx Xxxxx Foundation, as amended on September 4, 2014, and as further amended from time to time, in the event of a Charitability Default (as defined therein), provided that such repurchases are funded by Borrower or any of its Subsidiaries solely through the incurrence of indebtedness to the Xxxx & Xxxxxxx Xxxxx Foundation (“Gates Repurchase Indebtedness”), and provided further that such indebtedness is subordinated to all Indebtedness of Borrower and/or its Subsidiaries to the Lenders (pursuant to Parent’s bylawsa subordination agreement entered into between Collateral Agent, so long as such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000) Lenders, Borrower, and/or any of its Subsidiaries, and the Xxxx & Xxxxxxx Xxxxx Foundation, which subordination agreement shall substantially be in the aggregate per fiscal year, (iii) repurchase the stock of current or former employees, officers, directors or consultants pursuant to stock repurchase agreements form agreed upon by the cancellation of indebtedness owed by such former employees provided that Collateral Agent, Lenders and Xxxx & Xxxxxxx Xxxxx Foundation on or prior to the aggregate amount of indebtedness cancelled pursuant Effective Date), on terms reasonably acceptable to this clause (iii) does not exceed Two Hundred Fifty Thousand Dollars ($250,000) per fiscal year, or (iv) cash payments in lieu of Collateral Agent and the issuance of fractional shares upon conversion of convertible securities so long as the aggregate amount of such cash payments does not exceed Ten Thousand Dollars ($10,000.00) in any given fiscal year; Lenders or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. For the sake of clarity, Parent’s payments to its Subsidiaries for services performed by such Subsidiaries for Borrower in accordance with Section 7.8 are not prohibited under this Agreement because they are not deemed Investments.

Distributions; Investments. (a) Pay any dividends (other than dividends payable solely in capital stock) or make any distribution or payment in respect of or redeem, retire or purchase any capital stock or share capital except that Borrower or any Subsidiary may (i) repurchase the stock of current or former employees, officers, directors or consultants so long as such repurchases do not exceed Two Five Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate per fiscal year (ii) repurchase stock pursuant to the right of first refusal pursuant to Parent’s bylaws, so long as such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000500,000.00) in the aggregate per fiscal year, (iiiii) repurchase the stock of current or former employees, officers, directors or consultants pursuant to stock repurchase agreements by the cancellation of indebtedness owed by such former employees employees, directors, officers or consultants, provided that the aggregate amount of indebtedness cancelled pursuant to this clause (iiiii) does not exceed Two Five Hundred Fifty Thousand Dollars ($250,000500,000.00) per fiscal year, or (iviii) cash payments in lieu of the issuance of fractional shares upon conversion of convertible securities so long as the aggregate amount of such cash payments does not exceed Ten Thousand Dollars ($10,000.00) in any given fiscal year, (iv) conversions of any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided, however, no cash payments by Borrower or any of its Subsidiaries are made or become due in connection with such conversion or exchange, and (v) dividends or distributions by any Subsidiary of Borrower to Borrower; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. For the sake of clarity, Parent’s payments to its Subsidiaries for services performed by such Subsidiaries for Borrower in accordance with Section 7.8 are not prohibited under this Agreement because they are not deemed Investments.

Distributions; Investments. Opthea shall not, without Investor’s prior written consent, (a) Pay pay any dividends (other than dividends payable solely in capital stock) or make any distribution or payment in respect on account of or redeem, retire or purchase any capital stock or share capital except stock, provided that Borrower or any Subsidiary may (i) Opthea may convert any of its equity convertible securities into other equity securities (or cash for partial shares) pursuant to the terms of such equity convertible securities or otherwise in exchange thereof, (ii) Opthea may pay dividends solely in common stock, (iii) Opthea may repurchase the stock of current or former employees, officers, directors or consultants so long as such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate per fiscal year (ii) repurchase stock pursuant to the right of first refusal pursuant to Parent’s bylaws, so long as such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate per fiscal year, (iii) repurchase the stock of current or former employees, officers, directors employees or consultants pursuant to stock repurchase agreements by the cancellation of indebtedness owed by such former employees agreements, provided that the aggregate amount of indebtedness cancelled pursuant to this clause (iii) all such repurchases does not exceed Two Hundred Fifty Thousand One Million U.S. Dollars ($250,0001,000,000) per fiscal year, or ; (iv) cash payments in lieu Opthea may repurchase capital stock deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities if such capital stock represents a portion of the issuance exercise, conversion or exchange price thereof; (v) Opthea may repurchase stock or restricted stock units deemed to occur upon the withholding of fractional shares a portion of the capital stock, options or restricted stock units granted or awarded to a current or former officer, director, employee or consultant to pay for the taxes payable by such Person upon such grant or award (or upon vesting thereof); and (vi) Opthea may enter into Permitted Equity Derivatives in connection with (x) the incurrence of any unsecured convertible Indebtedness (and may settle, terminate or unwind any such Permitted Equity Derivatives in connection with any refinancing, early conversion of convertible securities so long as the aggregate amount or maturity of such cash payments does not exceed Ten Thousand Dollars convertible Indebtedness) or ($10,000.00y) at-the-market offerings (and may settle, terminate or unwind any such Permitted Equity Derivatives in any given fiscal year; accordance with its terms), or (b) directly or indirectly make any Prohibited Investment other than Permitted Investments(including by the formation of or through any Subsidiary), or permit any of its Subsidiaries to do so. For the sake avoidance of claritydoubt, Parent’s payments nothing in this Section 7.3.3 shall limit the ability of Opthea to its Subsidiaries pay or settle on conversion, repurchase or exchange (in or for services performed by such Subsidiaries for Borrower in accordance with Section 7.8 are not prohibited under this Agreement because they are not deemed Investmentscash and/or equity) any convertible indebtedness or any Permitted Equity Derivatives.

Distributions; Investments. (a) Pay Directly or indirectly acquire or own any Person, or make any Investment in any Person, other than Permitted Investments or permit any of its Subsidiaries to do so, other than Permitted Investments; (b) pay any dividends (other than dividends payable solely in capital stock) or make any distribution or payment in respect of or redeem, retire or purchase any capital stock stock, or share capital except (c) enter into any Swap Agreement; provided that Borrower or any Subsidiary and its Subsidiaries (other than Spaceflight, except with respect to clause (v) below) may (i) repurchase convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof and issue capital stock in connection with the exercise of current warrants or former employeesoptions, officers, directors or consultants so long as such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate per fiscal year (ii) repurchase stock pursuant to the right of first refusal pursuant to Parent’s bylaws, so long as such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000) pay dividends solely in the aggregate per fiscal yearcommon stock, (iii) repurchase the stock of current or former employees, officers, directors or consultants pursuant to stock repurchase agreements by the cancellation of indebtedness owed by such former employees provided that the with an aggregate amount of indebtedness cancelled pursuant purchase price not to this clause (iii) does not exceed Two One Hundred Fifty Thousand Dollars ($250,000100,000) per in any fiscal yearyear of Borrower so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, or (iv) cash make payments in lieu of the issuance of fractional shares upon conversion of convertible securities so long as the aggregate amount of such cash payments does not exceed Ten Thousand Dollars shares, ($10,000.00v) in any given fiscal year; or (b) directly or indirectly make any Investment other than Permitted Investmentsdividends or distributions or payments or redemptions contemplated by the SI Share Purchase Agreement or the consummation of the transactions contemplated thereby or any transactions permitted under Section 7.6 hereof, and (vi) enter into any Swap Agreements in the ordinary course of any Loan Party’s financial planning to hedge currency and interest rate risks (and not for speculative purposes) subject to the Lender’s consent (not to be unreasonably withheld, conditioned or permit any of its Subsidiaries to do so. For the sake of clarity, Parent’s payments to its Subsidiaries for services performed by such Subsidiaries for Borrower in accordance with Section 7.8 are not prohibited under this Agreement because they are not deemed Investmentsdelayed).

Distributions; Investments. (a) Pay any dividends (other than dividends payable solely in capital stock) or make any distribution or payment in respect of or redeem, retire or purchase any capital stock or share capital except that Borrower or any Subsidiary may (a “Restricted Payment”) (other than (i) repurchase the net exercise of stock options and the payments related thereto and repurchases pursuant to the terms of current employee stock purchase plans, employee restricted stock agreements, stockholder rights plans, director or former employeesconsultant stock option plans, officersor similar plans, directors or consultants so long as provided such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate per fiscal year and (ii) repurchase stock pursuant the Borrower and each Subsidiary may declare and make Restricted Payments to the right of first refusal pursuant Borrower or another Subsidiary ratably according to Parent’s bylaws, so long as such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate per fiscal year, (iii) repurchase the stock of current or former employees, officers, directors or consultants pursuant to stock repurchase agreements by the cancellation of indebtedness owed by such former employees provided that the aggregate amount of indebtedness cancelled pursuant to this clause (iii) does not exceed Two Hundred Fifty Thousand Dollars ($250,000) per fiscal year, or (iv) cash payments in lieu their respective holdings of the issuance capital stock in respect of fractional shares upon conversion of convertible securities so long as the aggregate amount of which such cash payments does not exceed Ten Thousand Dollars ($10,000.00) in any given fiscal year; Restricted Payment is being made), or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. For Notwithstanding the sake foregoing, and for the avoidance of claritydoubt, Parent’s payments to its Subsidiaries for services performed this Section 7.7 shall not prohibit (x) the conversion by such Subsidiaries for Borrower holders of any Permitted Convertible Indebtedness, in accordance with Section 7.8 are not prohibited under this Agreement because they are not deemed Investmentsthe terms of the indenture or other definitive documentation governing such Permitted Convertible Indebtedness or (y) the making of any interest payments with respect to any Permitted Convertible Indebtedness to the extent permitted pursuant to the definition thereof.”

Distributions; Investments. (a) Pay any dividends (other than dividends payable solely in capital stock) or make any distribution or payment in respect of or redeem, retire or purchase any capital stock or share capital except that Borrower or any Subsidiary may (i) repurchase the stock of current or former employees, officers, directors or consultants so long as such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate per fiscal year (ii) repurchase stock pursuant to the right of first refusal pursuant to Parent’s bylaws, so long as such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate per fiscal year, (iii) repurchase the stock of current or former employees, officers, directors or consultants pursuant to stock repurchase agreements by the cancellation of indebtedness owed by such former employees provided that the aggregate amount of indebtedness cancelled pursuant to this clause (iii) does not exceed Two Hundred Fifty Thousand Dollars ($250,000) per fiscal year, or (iv) cash payments in lieu of the issuance of fractional shares upon conversion of convertible securities so long as the aggregate amount of such cash payments does not exceed Ten Thousand Dollars ($10,000.00) in any given fiscal yearstock; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. For ; provided, however, (A) Borrower may (i) declare dividends payable solely in shares of capital stock and make de minimis cash payments in lieu of issuance of fractional shares upon the sake conversion or exercise of clarityconvertible securities (including warrants); (ii) purchases or de minimis cash payments in lieu of fractional shares of capital stock arising out of stock dividends, Parentsplits or combinations or Permitted Acquisitions; (iii) the distribution of securities to employees, directors, or consultants upon the exercise of stock options; (iv) conversions of its convertible securities into other securities; (v) withholding of shares otherwise issuable to employees upon the vesting of such employee’s payments restricted stock in order to its Subsidiaries cover such employee’s tax liabilities; and (vi) repurchases of the stock of current officers or former employees or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of any such repurchase and would not exist after giving effect to any such repurchase and (x) such repurchase is effected by the cancellation of Indebtedness, (y) the sole cash paid by Borrower for services performed by such Subsidiaries for repurchase shall consist of cash from a concurrent equity offering, or (z) after giving effect to such repurchase, the aggregate amount of all such repurchases (excluding any repurchases permitted under the foregoing clauses (A)(vi)(x) and (A)(vi)(y)) does not exceed Five Hundred Thousand Dollars ($500,000) in any fiscal year, and (B) any Subsidiary of Borrower in accordance with Section 7.8 are not prohibited under this Agreement because they are not deemed Investmentsmay pay dividends, make distributions and pay, redeem, retire or purchase capital stock of any other Subsidiary of Borrower.

Distributions; Investments. (a) Pay any dividends (other than dividends payable solely in capital stock) or make any distribution or payment in respect of or redeem, retire or purchase any capital stock or share capital except provided that Borrower or any Subsidiary may (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof and pay cash in lieu of the issuance of fractional shares in connection with such conversions, (ii) Borrower may pay dividends solely in common stock; (iii) Borrower may repurchase the stock of current or former employees, officers, directors or consultants so long as such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate per fiscal year (ii) repurchase stock pursuant to the right of first refusal pursuant to Parent’s bylaws, so long as such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate per fiscal year, (iii) repurchase the stock of current or former employees, officers, directors or consultants pursuant to stock repurchase agreements by so long as an Event of Default does not exist at the cancellation time of indebtedness owed by such former employees repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of indebtedness cancelled pursuant to this clause (iii) such repurchase does not exceed in the aggregate of Two Hundred Fifty Thousand Dollars ($250,000) per fiscal year, or ; and (iv) cash payments in lieu Borrower may repurchase equity securities to the extent that such repurchase is deemed to occur (A) upon “net exercise” of options or warrants if such equity securities represent the issuance of fractional shares upon conversion of convertible securities so long as the aggregate amount exercise price of such cash payments does not exceed Ten Thousand Dollars options or warrants or ($10,000.00B) in any given fiscal yearconnection with the retention of equity securities in payment of withholding taxes in connection with reasonable and customary equity-based compensation plans approved by Borrower’s board of directors; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. For the sake of clarity, Parent’s payments to its Subsidiaries for services performed by such Subsidiaries for Borrower in accordance with Section 7.8 are not prohibited under this Agreement because they are not deemed Investments.

Distributions; Investments. (a) Pay any dividends (other than dividends payable solely in capital stock) or make any distribution or payment in respect of or redeem, retire or purchase any capital stock or share capital except provided that Borrower or any Subsidiary may (i) Borrower may convert any of its convertible equity securities into other equity securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends or distributions solely in common stock, (iii) Borrower may repurchase the stock of current or former employees, officersdirectors, directors officers or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchases do does not exceed Two Five Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate per fiscal year (ii) repurchase stock pursuant to the right of first refusal pursuant to Parent’s bylaws, so long as such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000500,000.00) in the aggregate per fiscal year, (iiiiv) repurchase Borrower may make purchases of capital stock in connection with the exercise of stock options or stock appreciation by way of current a cashless exercise, (v) Borrower may make purchases of fractional shares of capital stock arising out of stock dividends, splits or former employeescombinations or business combinations, officers, directors or consultants pursuant to stock repurchase agreements by the cancellation of indebtedness owed by such former employees provided that the aggregate amount of indebtedness cancelled pursuant to this clause (iii) does not exceed Two Hundred Fifty Thousand Dollars ($250,000) per fiscal year, or (iv) cash payments in lieu of the issuance of fractional shares upon conversion of convertible securities so long as the aggregate amount of all such cash payments purchases does not exceed Ten Thousand Dollars ($10,000.00) in any given fiscal yearand (vi) Subsidiaries may make dividends and distributions to Borrower; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. For the sake of clarity, Parent’s payments to its Subsidiaries for services performed by such Subsidiaries for Borrower in accordance with Section 7.8 are not prohibited under this Agreement because they are not deemed Investments.

Distributions; Investments. (a) Pay any dividends (other than dividends payable solely in capital stock) or make any distribution or payment in respect of or redeem, retire or purchase any capital stock or share capital except provided that Borrower or any Subsidiary may (i) repurchase pay dividends and make distributions to Parent, including, without limitation, for the stock purpose of current or former employeesenabling Parent to make and pay Permitted Tax Payments, officers, directors or consultants so long as such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate per fiscal year (ii) repurchase stock convert any of its convertible securities into other securities pursuant to the right terms of first refusal such convertible securities or otherwise in exchange thereof (including pursuant to Parent’s bylaws, so long as such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate per fiscal year“net exercise” or “net share settlement” of options and warrants), (iii) repurchase the stock of current or former employees, officers, directors or consultants pursuant to stock repurchase agreements by the cancellation of indebtedness owed by such former employees provided that the aggregate amount of indebtedness cancelled pursuant to this clause (iii) does not exceed Two Hundred Fifty Thousand Dollars ($250,000) per fiscal year, or (iv) make cash payments in lieu of the issuance of fractional shares of capital stock upon conversion of convertible securities securities, stock splits, stock combinations or business combinations so long as an Event of Default does not exist at the time of any such payment and would not exist after giving effect to any such payment provided that the aggregate amount of all such cash payments does not exceed Ten Twenty-Five Thousand Dollars ($10,000.0025,000.00) in any given fiscal yeartwelve (12) month period, (iv) pay dividends solely in common stock; (v) repurchase the equity interests of former directors, employees or consultants pursuant to the terms of equity incentive plans, restricted stock agreements, stock repurchase agreements or similar agreements so long as an Event of Default does not exist at the time of any such repurchase and would not exist after giving effect to any such repurchase, provided that the aggregate amount of all such repurchases does not exceed One Hundred Thousand Dollars ($100,000.00) in any twelve (12) month period; and (vi) repurchases of equity interests deemed to occur upon withholding of a portion of the equity interests granted or awarded to current or former directors, employees or consultants to pay for the taxes payable by such Person upon such grant or award (or upon vesting thereof); or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. For the sake of clarity, Parent’s payments to its Subsidiaries for services performed by such Subsidiaries for Borrower in accordance with Section 7.8 are not prohibited under this Agreement because they are not deemed Investments.

Distributions; Investments. (a) Pay any dividends (other than dividends payable solely in capital stock) or make any distribution or payment in respect of or redeem, retire or purchase any capital stock or share capital except provided that Borrower or any Subsidiary may (i) any Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) any Borrower may pay dividends solely in common stock; (iii) any Borrower may repurchase the stock of current or former employees, officers, directors or consultants so long as such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate per fiscal year (ii) repurchase stock pursuant to the right of first refusal pursuant to Parent’s bylaws, so long as such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate per fiscal year, (iii) repurchase the stock of current or former employeesdirectors, officers, directors or consultants pursuant to stock repurchase agreements by the cancellation or upon death, disability, retirement, severance, or termination of indebtedness owed by such former employees employees, directors, officers, or consultants so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of indebtedness cancelled pursuant to this clause (iii) such repurchase does not exceed Two Hundred in the aggregate of Fifty Thousand Dollars ($250,00050,000.00) per fiscal year, or ; and (iv) cash payments any Borrower may (but shall not be required to) pay proceeds (whether received in lieu cash, in exchange for license rights or the Transfer of Intellectual Property, or otherwise), if any, of the issuance litigation described in Section 7(b) of fractional shares upon conversion the US Borrower’s Perfection Certificate to its shareholders in the form of convertible securities dividends or distributions so long as (1) no Event of Default has occurred and is continuing or would exist immediately after giving effect to any such transaction, and (2) unrestricted cash and Cash Equivalents with Bank or Bank’s Affiliates plus the aggregate amount of such cash payments does Availability Amount is not exceed less than Ten Thousand Million Dollars ($10,000.0010,000,000.00) in immediately after giving effect to any given fiscal yearsuch payment; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. For the sake of clarity, Parent’s payments to its Subsidiaries for services performed by such Subsidiaries for Borrower in accordance with Section 7.8 are not prohibited under this Agreement because they are not deemed Investments.