Equity Distributions. Borrower shall not make any dividend or distribution for or on account of equity interests in Borrower if, either before or after giving effect to such dividend or distribution, a Default or Event of Default would occur or has occurred and is continuing.
Equity Distributions. None of the Borrower nor any of its Subsidiaries shall directly or indirectly, make any Equity Distributions, except that (a) the Borrower may make quarterly distributions to its Members in respect of Borrower’s taxable income, in amounts proportionate to the respective percentage interests of each of such Member so that each such Member shall have received an amount equal to 54% of such Member’s share of the Borrower’s net taxable income for the relevant quarter (subject to any increase in accordance with the terms of the NB LLC Agreement and the PA LLC Agreement, respectively) (the “Permitted Taxable Distribution Amount”), provided that if the aggregate distribution made during any calendar year exceeds the Permitted Taxable Distribution Amount, then the excess distribution for such tax year shall be applied to the permitted distributions for the immediately subsequent quarters, Dollar-for-Dollar, until all such excess has been applied to future permitted distributions, (b) in connection with the consummation of the Leucadia Transaction, the Borrower may make (i) distributions required to complete the Permitted PA Restructuring and (ii) the KleinCos Equity Distributions, and (c) the Borrower may make additional Equity Distributions (the “Additional Equity Distributions”), so long as (i) no Default or Matured Default has occurred and is continuing or would be caused thereby, (ii) the Borrower shall be in pro forma compliance (based on assumptions and projections acceptable to the Agent) with the Fixed Charge Coverage Ratio after giving effect to such Equity Distribution and (iii) to the extent such Additional Equity Distributions shall be made with IPO Proceeds, subject to any concurrent mandatory prepayment required to be made pursuant to Section 4.4(b)(ii).
Equity Distributions. In the case of an equity distribution, the value of distributed equity will be treated as a stock dividend, and captured using the 20-day closing price average for measuring performance, as described above.
Equity Distributions. The Company shall not pay any dividends on -------------------- any class of its capital stock or make any other distribution or payment on account of or in redemption, retirement or purchase of such capital stock which result in an Event of Default under Sections 5.7, 5.8, 5.9 or 5.10, or violates any other provision of this Agreement.
Equity Distributions. Neither the Parent nor the Company shall pay -------------------- any dividends on any class of its capital stock or make any other distribution or payment on account of or in redemption, retirement or purchase of such capital stock; provided that this Section shall not apply to (a) the issuance, delivery or distribution by the Parent of shares of its common stock pro rata to its existing shareholders, (b) the purchase or redemption by the Parent of its capital stock with the proceeds of the issuance of additional shares of capital stock and (c) repurchases by the Parent of up to $10,000,000 of its capital stock after the date hereof, and dividends from the Company to the Parent in an amount equal to and used by the Parent for such repurchases.
Equity Distributions after the Actual Delivery Date, make or pay any Equity Distribution unless:
Equity Distributions. Beginning on the Effective Date and continuing through the Forbearance Termination Date, the Borrower shall not make any dividend or distribution for or on account of direct or indirect owners of equity interests in Borrower.
Equity Distributions. Section 10.10 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:
Equity Distributions. Neither the Borrower nor any of its subsidiaries (other than a wholly-owned subsidiary) shall make any Equity Distribution in excess of twenty five (25%) of Net Income in any fiscal year. As used herein, "Equity Distribution" means (a) the declaration or payment of any dividend on or in respect of any shares of any class of capital stock of the Borrower; (b) the redemption, purchase or other retirement of any shares, or of any option or warrant or right to purchase any shares, of any class of capital stock of the Borrower, directly or indirectly through a subsidiary, for consideration paid or to be paid in money or property; and (c) any other distribution on or in respect of any shares of any class of capital stock of the Borrower; PROVIDED, however, that no payment for the redemption, purchase or other retirement of shares, options, warrants or rights to acquire any of the same, arising out of the termination of employment of any employee of the Borrower or any subsidiary shall constitute an Equity Distribution so long as (a) no Event of Default exists at the time of or would result from such payment, and (b) the aggregate amount of all such payments after the date of this Agreement shall not exceed $100,000. 16 $3,600,000.00 Note EXHIBIT A
Equity Distributions. Declare or pay any dividend, make any payment to purchase, redeem, retire or otherwise acquire any of its Equity now or hereafter outstanding, return any capital to its stockholders, partners or members, or make any distribution of its assets, Equity, obligations or securities to its stockholders, partners or members (an "EQUITY DISTRIBUTION"), except that (a) the Company may declare and pay dividends with respect to its Equity payable solely in additional Equity, (b) PASUG may pay dividends or other payments in respect of its Equity solely to NSULC, or redeem or repurchase its own Equity owned by NSULC, and NSULC may pay dividends or other payments in respect of its Equity solely to GUSAP, or redeem or repurchase its own Equity owned by GUSAP, in each case solely in connection with a repayment of US Loans, and (c) any Credit Party other than the Company may make Equity Distributions to any other Credit Party so long as, both before and immediately after giving effect to the Equity Distribution, no Default has occurred and is continuing and the Credit Party making the Equity Distribution is Solvent. Notwithstanding the foregoing limitations, this section 7.5 shall not restrict payments or distributions made in the ordinary course of business on account of "stock appreciation rights", "phantom stock", "profit participations" and other similar interests. Notwithstanding the foregoing limitations, the Company may make an Equity Distribution if, both before and immediately after the Equity Distribution, (i) no Default has occurred and is continuing and Excess Availability is not less than $50,000,000, and (ii) the aggregate amount of all such Equity Distributions made by the Company in any Fiscal Year shall not exceed an amount equal to 50% of Consolidated Net Income of the Company and the other Credit Parties as determined in accordance with GAAP for the immediately preceding Fiscal Year.
