Dividends; Redemptions Sample Clauses
The 'Dividends; Redemptions' clause governs how and when a company may distribute profits to shareholders in the form of dividends and how it may repurchase or redeem its own shares. Typically, this clause outlines the conditions under which dividends can be declared, such as requiring board approval or compliance with financial covenants, and specifies the procedures and limitations for redeeming shares, including notice requirements and payment terms. Its core function is to provide clear rules for distributing company profits and managing share capital, thereby protecting both the company’s financial stability and the rights of shareholders.
Dividends; Redemptions. (1) Borrower will not, except as allowed below, declare or pay any dividend on, or declare or make any other distribution on account of, any stock interest or other ownership interest.
(2) Borrower will not, except as allowed below, directly or indirectly redeem, retire, purchase, or otherwise acquire beneficially any shares of any class of its own stock now or hereafter outstanding or set apart any sum for any such purpose. The foregoing notwithstanding, Borrower may redeem, retire, purchase or otherwise acquire beneficially shares of common stock of Borrower in an aggregate amount that does not exceed $5,000,000.
Dividends; Redemptions. Borrower shall not (i) declare, pay or make any Distribution, (ii) apply any of its funds, property or assets to the acquisition, redemption or other retirement of any Capital Stock, (iii) otherwise make any payments or Distributions to any stockholder, member, partner or other equity owner in such Person’s capacity as such, or (iv) make any payment of any Management or Service Fee; provided however, that absent the occurrence and continuation of a Default or Event of Default, and if a Default or Event of Default would not arise therefrom, Borrower may: (x) declare, pay or make Distributions payable in its stock, or split-ups or reclassifications of its stock; and (y) redeem its Capital Stock from terminated employees pursuant to, but only to the extent required under, the terms of the related employment agreements.
Dividends; Redemptions. Borrower shall not (i) declare, pay or make any dividend or Distribution on any shares of capital stock or other securities or interests (other than dividends or Distributions payable in its stock, or split-ups or reclassifications of its stock), (ii) apply any of its funds, property or assets to the acquisition, redemption or other retirement of any capital stock or other securities or interests or of any options to purchase or acquire any of the foregoing (provided, however, that Borrower may redeem its capital stock from terminated employees (other than the Employees except to the extent permitted under the Employee Subordination Agreements) pursuant to, but only to the extent required under, the terms of the related employment agreements as long as no Default or Event of Default has occurred and is continuing or would be caused by or result from the payment thereof and as long as the aggregate amount of payments made to such terminating employees in any fiscal year does not exceed $50,000), (iii) otherwise make any payments or Distributions to any stockholder, member, partner or other equity owner in such Person's capacity as such, or (iv) make any payment of any Management or Service Fee; provided, however, Borrower may make payments in the ordinary course of business in accordance with the terms of the Employment Agreements to the extent that such payments are not otherwise prohibited under the terms of the Employee Subordination Agreements and payments of Tax Distributions as long as no Event of Default has occurred and is continuing or would result therefrom; provided, further, that Borrower shall not make or suffer to exist any such payment described in (i) through (iii) above if a Default of Event of Default has occurred and is continuing or would result therefrom.
Dividends; Redemptions. Borrower shall not (i) declare, pay or make any Distribution, (ii) apply any of its funds, property or assets to the acquisition, redemption or other retirement of any Capital Stock, (iii) otherwise make any payments or Distributions to any stockholder, member, partner or other equity owner in such Person’s capacity as such, or (iv) make any payment of any Management or Service Fee; provided however, that absent the occurrence and continuation of a Default or Event of Default, and if a Default or Event of Default would not arise therefrom, Borrower may: (x) make Permitted Distributions, (y) declare, pay or make Distributions payable in its stock, or split-ups or reclassifications of its stock; and (z) redeem its capital stock from terminated employees pursuant to, but only to the extent required under, the terms of the related employment agreements.
Dividends; Redemptions. Each Borrower agrees that it ---------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly:
A. Declare or pay any dividend or other distribution on any class of its capital stock or other equity interests, redeem or repurchase any such interests or make any other distribution on account of any such interests (all of the foregoing being "Restricted Payments"), except that either Borrower may make Restricted Payments in any amount so long as (i) no Event of Default or Unmatured Event of Default shall then be existing or be existing after giving effect to any such Restricted Payment, and (ii) any such Restricted Payment will not violate any applicable law or regulation, including Regulation U of the Board of Governors of the Federal Reserve System.
B. Redeem, retire, purchase or otherwise acquire beneficially any shares of any class of its own stock, or any stock of either Borrower or any of their respective Subsidiaries, now or hereafter outstanding, or set apart any sum for any such purposes, except that each Borrower may redeem, retire, or repurchase its own shares, if such shares are immediately retired and canceled, or if the Borrowers deliver to the Agent an opinion of counsel in form and substance reasonably satisfactory to the Majority Banks that failure to retire and cancel such shares will not result in the Banks being involved in a violation of Regulation U of the Board of Governors of the Federal Reserve System; provided, however, that the preceding requirements pertaining to -------- ------- cancellation or retirement or the provision of an opinion of counsel shall not apply to shares being redeemed, retired or repurchased pursuant to an employee benefit plan, or to options granted employees in the ordinary course of business. On and after the date, if any, on which Consolidated Tangible Net Worth declines to an amount equal to $50,000,000 below the amount then permitted under Section 7.1A(i), the Parent shall be prohibited from reacquiring such shares as aforesaid. Notwithstanding the provisions of the preceding sentence, the Parent may reacquire shares as aforesaid when Consolidated Tangible Net Worth has declined to an amount more than $50,000,000 below the amount then permitted under Section ▇.▇▇(i), but the aggregate net consideration paid by the Parent for such reacquisitions shall not exceed $1,000,000 and each such reacquisition shall be only pursuant to an employee benefit plan or to options gran...
Dividends; Redemptions. No Borrower shall (a) declare, pay or make any dividend or Distribution on any shares of capital stock or other securities or interests, (b) apply any of its funds, property or assets to the acquisition, redemption or other retirement of any capital stock or other securities or interests or of any options to purchase or acquire any of the foregoing, (c) otherwise make any payments or distributions to any shareholder, member, partner or other equity owner in such Person's capacity as such, or (d) make any payment of any management or service fee; provided, however, that absent the occurrence and continuation of a Default of Event of Default, and if a Default or Event of Default would not arise therefrom, (i) each Borrower may declare, pay or make dividends or distributions payable in its stock, or split-ups or reclassifications of its stock; and (ii) each Borrower may redeem its capital stock from terminated employees pursuant to, but only to the extent required under, the terms of the related employment agreements.
Dividends; Redemptions. Borrower shall not (i) declare, pay or make any dividend or distribution on any shares of capital stock or other securities or interests (other than dividends or distributions payable in its stock, or split-ups or reclassifications of its stock), (ii) apply any of its funds, property or assets to the acquisition, redemption or other retirement of any capital stock or other securities or interests or of any options to purchase or acquire any of the foregoing (provided, however, that Borrower may redeem its capital stock from terminated employees pursuant to, but only to the extent required under, the terms of the related employment agreements as long as no Default or Event of Default has occurred and is continuing or would be caused by or result therefrom), (iii) otherwise make any payments or Distributions to any stockholder, member, partner or other equity owner in such Person's capacity as such, (iv) make any payment of any management, service or related or similar fee to any affiliate or subsidiary of Borrower except in the manner and amount as set forth on Schedule 7.5, provided, that notwithstanding any provision of any Loan Document, Borrower shall not make or suffer to exist any Distribution or payment under any Service or Management Agreement or under any document or instrument executed or delivered in connection with the Restructure Agreement in any amount if a Default of Event of Default has occurred and is continuing or would result therefrom.
Dividends; Redemptions. Borrower shall not (i) declare, pay or make any dividend or Distribution on any shares of capital stock or other securities or interests (other than dividends or Distributions payable in its stock, or split-ups or reclassifications of its stock), (ii) apply any of its funds, property or assets to the acquisition, redemption or other retirement of any capital stock or other securities or interests or of any options to purchase or acquire any of the foregoing (provided, however, that Borrower may redeem its capital stock from terminated employees pursuant to, but only to the extent required under, the terms of the related employment agreements as long as no Default or Event of Default has occurred and is continuing or would be caused by or result therefrom), (iii) otherwise make any payments or Distributions to any stockholder, member, partner or other equity owner in such Person’s capacity as such, or (iv) make any payment of any management or service fee. Notwithstanding the foregoing, any Borrower may declare and pay dividends or other distributions to any other Borrower, if after giving effect thereto, each such Borrower is Solvent.
Dividends; Redemptions. 28 7.6 Transactions with affiliates................................
Dividends; Redemptions. Neither Obligor shall (i) declare, pay or make any dividend or Distribution on any shares of capital stock or other securities or interests other than dividends or Distributions payable in its stock, of split-ups or reclassifications of its stock, (ii) apply any of its funds, property or assets to the acquisition, redemption or other retirement of any capital stock or other securities or interests or of any options to purchase or acquire any of the foregoing (provided, however, that either Obligor may (1) redeem its capital stock from terminated employees pursuant to, but only to the extent required under the terms of the related employment agreements, and (2) pay or prepay certain Permitted Indebtedness if allowed to do so under the terms and conditions of the Master Subordination Agreement, as long as no Default or Event of Default has occurred and is continuing or would be cause by or result therefrom), (iii) otherwise make any payments or Distributions to any stockholder, member, partner or other equity owner in such Person's capacity as such, or (iv) make any payment of any management or service fee except as permitted in writing by Lender in advance, and provided further, that Borrower shall not make or suffer to exist any such payment described in (i) through (iv) above if a Default or Event of Default has occurred and is continuing or would result therefrom.