Limit on Restricted Payments and Restricted Investments Sample Clauses

Limit on Restricted Payments and Restricted Investments. The Company will not at any time, and will not at any time permit any Restricted Subsidiary to, declare or make any Restricted Payment or make any Restricted Investment unless: (i) immediately after, and after giving effect to, such Restricted Payment or such Restricted Investment, the sum of the aggregate amount of (x) all Restricted Payments declared or made during the period from and after the date of the Closing to and including the date such Restricted Payment or Restricted Investment is made, plus (y) all Restricted Investments held at such time by the Company and its Restricted Subsidiaries would not exceed the sum of (A) $10,000,000, plus (B) the sum of 50% (or minus 100% in the case of a deficit) of Consolidated Net Income for the period commencing on and including May 1, 1998 and ending on and including the date such Restricted Payment is declared or made or such Restricted Investment is made, plus (C) the aggregate amount of cash proceeds (net of all costs and out-of-pocket expenses in connection therewith, including, without limitation, placement, underwriting and brokerage fees and expenses) received by the Company and its Restricted Subsidiaries after April 30, 1998 and prior to such time from the issuance and sale of (I) Capital Stock (other than Redeemable Stock) of the Company (either directly or through the exercise of warrants, rights or other options or the exercise of any rights of the holder of any Indebtedness of the Company to convert such Indebtedness to Capital Stock (other than Redeemable Stock)) or (II) any warrants, rights or other options to purchase such Capital Stock; and (ii) at the time of such declaration and immediately before, and after giving effect to, such Restricted Payment or such Restricted Investment, no Default or Event of Default exists or would exist. (b)
Sample 1
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Limit on Restricted Payments and Restricted Investments. The Company will not, nor will it permit any Restricted Subsidiary to, at any time, declare or make or incur any liability to declare or make any Restricted Payment or make or authorize, or permit any Subsidiary to make or authorize, any Restricted Investment unless, immediately after giving effect to the proposed Restricted Payment or Restricted Investment:
Sample 1

Related to Limit on Restricted Payments and Restricted Investments

  • Limitation on Restricted Payments (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

  • Restricted Payments, etc On and at all times after the Effective Date:

  • Limitations on Restricted Payments (a) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment if at the time of such Restricted Payment:

  • Restricted Payments Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

  • Distributions; Capital Change; Restricted Investments Neither the Borrower nor any of its Subsidiaries shall (i) directly or indirectly declare or make, or incur any liability to make, any Distribution, except Distributions to the Borrower by its Subsidiaries, (ii) make any change in its capital structure which could have a Material Adverse Effect or issue any capital stock other than common stock or (iii) make any Restricted Investment.

  • Restricted Payments; Restrictive Agreements (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $2,000,000 in any fiscal year, (iii) the Borrower may make Restricted Payments to Holdings (x) in an amount not to exceed $500,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) if Borrower is a member of a consolidated, combined or unitary group of which Borrower is not the common parent, in an amount necessary to pay the Tax liabilities of the common parent (the “Common Parent”) of the consolidated, combined or unitary group of which Borrower is not the common parent directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, state and local taxes were the Borrower and the Subsidiaries to pay such taxes as members of a consolidated, combined or unitary group of which Borrower is the common parent and (B) all Restricted Payments made to Holdings pursuant to this clause (iii) are used by Holdings to make Restricted Payments as specified in clause (iv) within 20 days of the receipt thereof and (iv) if Borrower is a member of a consolidated, combined or unitary group of which Borrower is not the common parent, then Holdings may make Restricted Payments to the Common Parent (x) in an amount not to exceed $500,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by the Common Parent in the ordinary course of business and (y) in an amount necessary to pay the Tax liabilities of the Common Parent directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, state and local taxes were the Borrower and the Subsidiaries to pay such taxes as members of a consolidated, combined or unitary group of which Borrower is the common parent and (B) all Restricted Payments made to the Common Parent pursuant to this clause (iv) are used by the Common Parent for the purposes specified herein within 20 days of the receipt thereof.

  • Restricted Payment In relation to the Borrower and its Subsidiaries, any ------------------ (a) Distribution or (b) payment or prepayment by the Borrower or its Subsidiaries to the Borrower's shareholders or to any Affiliate of the Borrower or the Borrower's shareholders in their capacity as a shareholder.

  • Limitation on Restrictions on Distributions from Restricted Subsidiaries (a) The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

  • Dividends and Certain Other Restricted Payments The Company shall not, nor shall it permit any of its subsidiaries to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests or (b) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options, or similar instruments to acquire the same.

  • Restricted Payments; Certain Payments of Indebtedness (a) The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except:

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