Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay Dividends. (a) Other than the payment for Shares in the Merger (including Shares with respect to which appraisal rights shall be exercised) and payments required by the Merger Agreement in respect of options covering Shares, declare or pay, directly or indirectly, any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any shares of its capital stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary to purchase or acquire) any shares of any class of its capital stock or set aside any amount for any such purpose; provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions to the Borrower or any wholly owned Subsidiary that is a Guarantor, (ii) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, the Borrower may repurchase stock or options from former directors, former officers and former employees (or their legal representatives) in the ordinary cause of business in accordance with any duly instituted stock option plan, (iii) the Borrower may perform its obligations under the agreements referred to in Section 6.07(d) and (iv) after December 30, 1995, the Borrower may declare and pay dividends with respect to its common stock if (A) at the time thereof and immediately after giving effect thereto, no Event of Default or Default shall have occurred and be continuing, (B) at the time thereof and after giving effect to any Indebtedness to be incurred in connection therewith, the Leverage Ratio shall not be greater than 2.5 to 1.0 and (C) after giving effect thereto, the aggregate amount of all such dividends since December 31, 1995, shall not exceed 25% of Net Income for the period from and including October 1, 1995, to and including the last day of the most recent complete fiscal quarter.
Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay Dividends. (a) Declare or pay, directly or indirectly, any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any shares of its Capital Stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary to purchase or acquire) any shares of any class of its Capital Stock or set aside any amount for any such purpose; provided, however, that
Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay Dividends. (a) Declare or pay, directly or indirectly, any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any shares of its capital stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary to purchase or acquire) any shares of any class of its capital stock or set aside any amount for any such purpose; provided, however, that (i) the Borrower may declare and pay dividends or make other distributions on its capital stock to the extent made solely with common stock of the Borrower; (ii) (x) any Subsidiary may declare and pay dividends or make other distributions on its capital stock and (y) the Borrower may declare and pay dividends or make other distributions on its capital stock in an aggregate amount up to $10,000,000; provided that no Event of Default shall have occurred and be continuing; (iii) the Borrower may grant options, and distribute shares of capital stock upon the exercise of options, pursuant to the terms of any stock option plan for employees of King Pharmaceuticals, Inc. (or its Subsidiaries) and or any non-employee director stock option plan; and (iv) so long as no Default or Event of Default shall exist, (A) the Borrower may repurchase fractional shares of common stock of the Borrower; (B) the Borrower may repurchase shares of common stock of the Borrower for cash for an aggregate purchase price for all such repurchases under this clause (B) not to exceed $100,000,000; and (C) the Borrower may repurchase for cash shares of common stock of the Borrower for an aggregate purchase price in excess of the $100,000,000 limit set forth in clause (B) provided that with respect to repurchases under this clause (C) that no Revolving Loan shall be outstanding at the time of any such repurchase and the cash used to effect any such additional repurchase or series of related repurchases shall constitute (x) no more than 80% of the cash (including for purposes of calculating the amount thereof Permitted Investments described in clauses (a) through (h) and (j) of the definition of “Permitted Investments”) held by the Borrower immediately prior to such repurchase (or prior to the initial repurchase in a series of related repurchases) that is not subject to any Lien or any other restriction on the use thereof (other than any Lien or restriction under the Loan Documents) and (y) when taken together with...
Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay Dividends. (a) Declare or pay, directly or indirectly, any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any shares of its capital stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary to purchase or acquire) any shares of any class of its capital stock or set aside any amount for any such purpose; provided, however, that (i) subject to Section 6.14 and so long as no Default or Event of Default has occurred and is continuing, any Subsidiary may declare and pay dividends or make other distributions to Parent or Denny's Holdings at such times and in such amounts as shall be necessary to permit Parent and Denny's Holdings to pay (A) scheduled interest as and when due in respect of Indebtedness permitted by Sections 6.01(b)(ii) and (iii) and 6.01(d), (B) in the case of the 11-1/4% Senior Notes and the 12-3/4% Senior Notes, scheduled principal payments as and when due or to repurchase or redeem 11-1/4% Senior Notes or 12-3/4% Senior Notes to the extent permitted by Section 6.08(a) and (C) liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities, in an aggregate amount not to exceed $1,000,000 per fiscal year, (ii) subject to Section 6.14, any Subsidiary may declare and pay dividends or make other distributions to the Borrowers or to any Subsidiary Loan Parties (other than Denny's Holdings), and (iii) Parent may declare and distribute to its stockholders a dividend comprised of rights to purchase preferred stock and/or common stock of Parent, provided that (A) such rights are issued and distributed to Parent's stockholders pursuant to the Rights Agreement, dated as of December 15, 1998, between Denny's and Continental Stock Transfer and Trust Company, as Rights Agent and (B) no Default or Event of Default shall have occurred or be continuing or would result therefrom.
Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay Dividends. (a) Declare or pay any Restricted Payment or set aside any amount for any such purpose; provided, however, that
Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay Dividends. (a) Declare or pay, directly or indirectly, any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any shares of its capital stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary to purchase or acquire) any shares of any class of its capital stock or set aside any amount for any such purpose; provided, however, that:
Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay Dividends. (a) No Credit Party shall declare or pay any dividend on account of any class of its Capital Stock, now or hereafter outstanding, in excess of $1,200,000, in the aggregate, per annum; it being understood and agreed that such dividends may be declared and paid only to LLR Equity Partners LP and/or LLR Equity Partners Parallel LLP, and may only be declared and paid if (i) prior to and after giving effect to any such payment, no Event of Default shall exist, and no act, event or condition shall have occurred or exist which with notice or the lapse of time, or both, would constitute an Event of Default and (ii) not less than 15 days prior the declaration or payment of any such dividend, the Borrowers deliver to the Holders a certificate of the Parent Company duly executed on its behalf by a Financial Officer of the Parent Company certifying that, prior to and after giving effect to any such payment, no Event of Default shall have occurred or exist, and no act, event or condition shall have occurred or exist which with notice or the lapse of time, or both, would constitute an Event of Default and containing detailed calculations of the relevant items used to calculate such compliance with the financial covenants set forth in Section 6.12, in the same form provided in accordance with Section 6.4(d). Notwithstanding the foregoing, any Credit Party shall be entitled to pay dividends to another Credit Party without limit on the dollar amount thereof; provided that (i) no Event of Default shall exist, and no act, event or condition shall have occurred or exist which with notice or the lapse of time, or both, would constitute an Event of Default, and (ii) if such dividends are payable to both a Credit Party and a non-Credit Party minority shareholder, the aggregate amount of any and all dividends paid or payable to all non-Credit Party minority shareholders shall not exceed $100,000 per annum;
Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay Dividends. (a) Declare or pay, directly or indirectly, any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any of its Equity Interests or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary to purchase or acquire) any of its Equity Interests or set aside any amount for any such purpose; provided, however, that any Subsidiary may declare and pay dividends or make other distributions to the Borrower. Notwithstanding the foregoing, the Borrower and/or Citadel may make any of the following dividends or distributions:
Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay Dividends. The Borrower will not, and will not cause or permit any of its Subsidiaries to, declare or pay, directly or indirectly, any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any shares of its Capital Stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary of the Borrower to purchase or acquire) any shares of any class of its Capital Stock or set aside any amount for any such purpose; PROVIDED, HOWEVER, that (i) any Subsidiary of the Borrower may declare and pay dividends or make other distributions to another Wholly Owned Subsidiary or to the Borrower, (ii) the Borrower may declare and pay dividends or make other distributions that consist solely of common stock of the Borrower, (iii) the Borrower may make redemptions or repurchases of its Capital Stock in connection with employee stock options upon termination of such employment, for an aggregate amount of consideration paid from and after the date hereof of up to $10,000,000, in connection with any employee stock option or incentive plans, (iv) the Borrower may make dividends of Preferred Stock in accordance with the terms and provisions of Section 6.01(g) hereof, and (v) so long as there exists no Default or Event of Default both before and after giving effect to any such distribution, distributions by Ascent Arena Company, LLC to its member that is not the Borrower or its Subsidiary in accordance with the Arena Operating Agreement.
Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay Dividends. (a) Declare or pay, directly or indirectly, any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any shares of its capital stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary to purchase or acquire) any shares of any class of its capital stock or set aside any amount for any such purpose; provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions to the Borrower or any wholly owned Subsidiary that is a Guarantor, (ii) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, the Borrower may repurchase stock or options from former directors, former officers and former employees (or their legal representatives) in the ordinary cause of business in accordance with any duly instituted stock option plan and (iii) the Borrower may perform its obligations under the agreements referred to in Section 6.7(d).
