Dividends; Loans; Advances; Investments and Similar Events. (a) (i) Declare or pay any dividends; (ii) purchase, redeem, retire, or otherwise acquire for value any of its capital stock now or hereafter outstanding; make any distribution of assets to its stockholders whether in cash, assets or obligations of a VSE Entity; (iii) allocate or otherwise set apart any sum for the payment of any dividend or distribution on, or for the purchase, redemption, or retirement of, any of its capital stock; (iv) alter or amend any VSE Entity’s capital structure; (v) declare or make any payment of principal or interest on, or acquire or anticipate any sinking fund requirement of, any Subordinated Indebtedness; or (vi) make any other distribution by reduction of capital or otherwise in respect of any capital stock of a VSE Entity, except that if there is no Event of Default at such time, no act, event or condition shall have occurred or exist which with the giving of notice or the passage of time, or both, would constitute an Event of Default at such time, and no covenant breach calculated on a pro forma basis would occur after giving effect thereto (A) (1) the Primary Operating Company may pay cash dividends that shall not exceed Six Million and No/100 Dollars ($6,000,000.00) in the aggregate per Fiscal Year so long as at the time of payment thereof, there is at least Twenty Million and No/100 Dollars ($20,000,000.00) of excess availability under the Revolving Facility at the time of payment of any such dividend, and (2) except for the Primary Operating Company, each VSE Entity may pay cash dividends to the Primary Operating Company or to another Borrower, (B) each VSE Entity may declare and deliver dividends and make distributions payable solely in its common stock; (C) each VSE Entity may purchase or otherwise acquire its capital stock by exchange for or out of the proceeds received from a substantially concurrent issue of new shares of its capital stock, (D) the Primary Operating Company, during each Fiscal Year, may repurchase its capital stock in amounts not to exceed Ten Million and No/100 Dollars ($10,000,000.00), provided, that, at the time of each such repurchase, availability under the Revolving Facility (after taking into account the aggregate face amount of all Letters of Credit outstanding, Swing Line Loans outstanding and Alternative Currency Loans outstanding), shall not be less than Twenty Million and No/100 Dollars ($20,000,000.00) and (E) the VSE Entities may make payments of Subordinated Indebtedness to the exte...
Dividends; Loans; Advances; Investments and Similar Events. (a) Declare or pay any dividend on any Borrower’s capital stock of any class, alter or amend any Borrower’s capital structure, purchase, redeem or otherwise retire any shares of any Borrower’s capital stock (other than purchases or redemptions made pursuant to an Approved ESOP or an Approved ESPP which (i) do not occur at any time after an Event of Default has occurred and is continuing, (ii) do not cause or result in an Event of Default, and (iii) when netted against any new issuances of capital stock to employees of any Borrower, do not exceed One Million and No/100 Dollars ($1,000,000.00), in the aggregate, for so long as the Facilities remain unpaid and outstanding or the Lenders have any continuing obligations hereunder), voluntarily prepay, acquire or anticipate any sinking fund requirement of any indebtedness, or make any distributions in cash or assets to any Borrower’s shareholders or any Borrower’s Affiliate which is not a Borrower under this Agreement;
Dividends; Loans; Advances; Investments and Similar Events. (a) Declare or pay any dividend on any ICF Entity’s Equity Interests (other than dividends declared or paid (i) with respect to the Equity Interests of the Parent Company; provided that both immediately before and after giving effect to such declaration and/or payment, the ICF Entities shall be and remain on a consolidated basis in pro forma compliance with all of the financial covenants set forth in Section 6.15 of this Agreement, and no other Event of Default shall have occurred and be continuing, (ii) from a Borrower to another Borrower, (iii) from a Non-Borrower Affiliate or Excluded Non-Borrower Affiliate to a Borrower, another Non-Borrower Affiliate or another Excluded Non-Borrower Affiliate); or alter or amend any ICF Entity’s capital structure in any manner that could reasonably be expected to have a material adverse effect on the voting rights of any ICF Entity with respect to the business affairs of such ICF Entity; or voluntarily prepay, acquire or anticipate any sinking fund requirement of any indebtedness; or, except as specifically permitted elsewhere in this Section 7.8, make any upstream distribution in cash or assets to any Non-Borrower Affiliate or to any ICF Entity’s equity owners (who are not Borrowers);
Dividends; Loans; Advances; Investments and Similar Events. 68 Section 7.9 Lease Obligations 69 Section 7.10 Certain Agreements; Etc. 69 Section 7.11 Lockbox Deposits 70 Section 7.12 Sale and Leaseback Transactions; Other Agreements 70 Section 7.13 Restricted Non-Borrower Affiliates 70 Section 7.14 Anti-Terrorism Laws 70 ARTICLE 8 COLLATERAL AND OTHER DEPOSIT ACCOUNTS 70 ARTICLE 9 DEFAULT AND REMEDIES 71 Section 9.1 Events of Default 71 Section 9.2 Remedies 73 ARTICLE 10 THE ADMINISTRATIVE AGENT; AGENCY 75 Section 10.1 Appointment 75 Section 10.2 General Nature of Administrative Agent’s Duties 75 Section 10.3 Exercise of Powers 75 Section 10.4 General Exculpatory Provisions 76 Section 10.5 Administration by the Administrative Agent 77 Section 10.6 Lenders Not Relying on the Administrative Agent or Other Lenders 78 Section 10.7 Indemnification 78 Section 10.8 Administrative Agent in its Individual Capacity 78 Section 10.9 Holders of Notes 78 Section 10.10 Successor Administrative Agent 79 Section 10.11 Additional Agents 79 Section 10.12 Calculations 79 Section 10.13 Funding by the Administrative Agent 79 Section 10.14 Benefit of Article 81
Dividends; Loans; Advances; Investments and Similar Events. (a) declare or pay any dividends; provided, that notwithstanding the foregoing, any Borrower shall be entitled to pay dividends to its shareholders (so long as another Borrower is the majority shareholder thereof) 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 any such dividends are payable to both a Borrower and a non-Borrower minority shareholder, the aggregate amount of any and all dividends paid or payable to all non-Borrower minority shareholders shall not exceed One Hundred Thousand and No/100 Dollars ($100,000.00) per annum;
Dividends; Loans; Advances; Investments and Similar Events. 64 Section 7.9 Lease Obligations 65
Dividends; Loans; Advances; Investments and Similar Events. (a) Declare or pay any dividend on any Loan Party’s capital stock or other equity interests of any class (other than dividends declared or paid (i) with respect to the capital stock of the Parent Company; provided that both immediately before and after giving effect to such declaration and/or payment, the Loan Parties shall be and remain on a consolidated basis in pro forma compliance with all of the financial covenants set forth in Section 6.15 of this Agreement, and no other Event of Default shall have occurred and be continuing, and (ii) to a Borrower); or alter or amend any Loan Party’s capital structure in any manner that could reasonably be expected to have a material adverse effect on the voting rights of any Borrower with respect to the business affairs of such Loan Party; or voluntarily prepay, acquire or anticipate any sinking fund requirement of any indebtedness; or, except as specifically permitted elsewhere in this Section 7.8, make any upstream distribution in cash or assets to any Non-Borrower Affiliate or to any Loan Party’s equity owners (who are not Borrowers);
Dividends; Loans; Advances; Investments and Similar Events. (a) Permit the Parent Company to declare or pay any dividends on its capital stock of any class.
Dividends; Loans; Advances; Investments and Similar Events. (a) Declare or pay any dividend on any Borrower’s capital stock of any class, alter or amend any Borrower’s capital structure, purchase, redeem or otherwise retire any shares of any Borrower’s capital stock (other than pursuant to an Approved ESOP or an Approved ESPP), voluntarily prepay, acquire or anticipate any sinking fund requirement of any indebtedness, or make any distributions in cash or assets to any Affiliate of a Borrower; it being understood and agreed, however, that so long as (I) no Event of Default shall have occurred, and no act, event or condition shall have occurred which with notice or the lapse of time, or both, shall constitute an Event of Default; and (II) the payments authorized below cannot reasonably be expected to cause any Borrower to be unable to satisfy the financial covenants set forth in Section 6.15 of this Agreement, the Borrowers shall be entitled to:
Dividends; Loans; Advances; Investments and Similar Events. (a) Declare or pay any dividend on any Borrower’s capital stock or other equity interests of any class; alter or amend any Borrower’s capital structure; purchase, redeem or otherwise retire any shares of any Borrower’s capital stock or other equity interests (other than purchases or redemptions that (i) do not occur at any time after an Event of Default has occurred and is continuing, (ii) are made by a Borrower and do not cause or result in an Event of Default, and (iii) in any twelve (12) month period do not exceed a net Two Million and No/100 Dollars ($2,000,000.00), in the aggregate (said $2,000,000 (A) to be calculated after netting against any such purchases or redemptions any new issuances of capital stock or other equity interests to employees in the same twelve (12) month period and related tax consequences, and (B) not to include any purchases by an Approved ESOP or Approved ESPP)), for so long as the Facilities remain unpaid and outstanding or the Lenders have any continuing obligations hereunder); voluntarily prepay, acquire or anticipate any sinking fund requirement of any indebtedness; or make any distributions in cash or assets to any Borrower’s equity owners or any Borrower’s Affiliate which is not a Borrower under this Agreement;
