Limitations on Dividends and Distributions Sample Clauses
The 'Limitations on Dividends and Distributions' clause restricts a company’s ability to pay out dividends or make other distributions to its shareholders. Typically, this clause sets financial thresholds or conditions—such as maintaining certain debt ratios or minimum cash reserves—that must be met before any payments can be made. By imposing these restrictions, the clause helps protect creditors and investors by ensuring the company retains sufficient resources to meet its obligations and maintain financial stability.
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Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that:
(a) the Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock;
(b) the Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the Borrower or of the applicable Subsidiary;
(c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary;
(d) [Intentionally Omitted];
(e) [Intentionally Omitted];
(f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Parent for the Exchangeable Shares being repurchased;
(g) the Borrower may make dividends and distributions to the Parent to pay:
(i) taxes attributable to the consolidated operations of the Borrower and its Subsidiaries;
(ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and
(iii) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 per Fiscal Year;
(h) [Intentionally Omitted];
(i) subject to Section 11.1(o)(ix), so long as no Default or Event of Default shall have occurred and be continuing or would be caused thereby, the Borrower may make cash distributions or dividends to the Parent which shall be invested in a Credit Party; and
(j) subject to Sections 10.10 and 11.1(o)(v...
Limitations on Dividends and Distributions. (a) No Borrower Party shall declare or pay any dividends or distributions except as permitted under its Constituent Documents.
(b) No Borrower Party shall declare or pay any dividends or distributions if: (i) any Mandatory Prepayment Event exists; (ii) any Event of Default exists; or (iii) a Default under Sections 11.01(a), 11.01(g) or 11.01(h) exists; provided, however, that so long as no Event of Default under Sections 11.01(a), 11.01(g) or 11.01(h) exists, each Borrower Party shall have the right to pay Permitted RIC Distributions.
Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its capital stock or purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its capital stock, or make any distribution of cash, property or assets among the holders of shares of its capital stock; provided that (a) any Credit Party may pay dividends solely in shares of its own capital stock, (b) any Subsidiary may pay cash dividends to a Credit Party, (c) Rural/Metro may make a dividend distribution to its shareholders of "Rights" to purchase "Series A Junior Participating Preferred Stock" of Rural/Metro, pursuant to the terms and conditions of a Rights Agreement dated as of August 23, 1995 between Rural/Metro and American Securities Transfer, Inc., as Rights Agent, (d) the Borrower may pay cash dividends in any fiscal quarter in an aggregate amount not to exceed 25% of Net Income for the most recently ended 54 61 fiscal quarter, (e) the Borrower may redeem shares of its capital stock; provided, that (i) the fair market value of any such shares of capital stock redeemed in any fiscal quarter, together with any and all cash dividends made pursuant to clause (d) above, shall not exceed 25% of Net Income for the most recently ended fiscal quarter and (ii) the fair market value of all such shares of capital stock redeemed shall not exceed $5,000,000 in the aggregate and (f) the Borrower may make contributions of (i) any amount of capital stock and (ii) cash in an aggregate amount not to exceed $1,000,000, in any Fiscal Year to its Employee Stock Ownership Plan; provided that, in connection with any distribution or payment pursuant to clauses (c) and (d) above, no Default or Event of Default shall have occurred before and after giving effect to any such dividend or payment.
Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure would reasonably be expected to have a Material Adverse Effect; provided that:
(a) the Company or any Restricted Subsidiary may pay dividends in shares of its own Capital Stock;
(b) any Restricted Subsidiary may pay cash dividends or make cash distributions to a Credit Party and may repurchase shares of its Capital Stock from a Credit Party;
(c) the Company may purchase, redeem or otherwise acquire Capital Stock of the Company or warrants or options to acquire any such Capital Stock with the proceeds received from the substantially concurrent issue of new shares of Capital Stock of the Company; and
(d) the Company may pay dividends to holders of its Capital Stock and/or repurchase shares of its Capital Stock; provided that on the date such dividend is paid and/or shares of Capital Stock are repurchased and after giving effect thereto and to any extension of credit (including any Extension of Credit) made in connection therewith: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the pro forma Net Leverage Ratio at such time is 0.25 less than the Net Leverage Ratio currently required to be maintained under Section 9.1; provided, further that the foregoing shall not operate to prevent the making of dividends or repurchases previously declared by the Company so long as (i) at the declaration date, such dividend or repurchase was permitted by the foregoing and (ii) such dividend or repurchase is consummated within the earlier of 60 days and any date under Applicable Law on which such dividend or repurchase must be consummated.
Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure; provided that:
(a) the Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; and
(b) any Subsidiary may pay cash dividends to the Borrower.
Limitations on Dividends and Distributions. So long as this Debenture is outstanding, the Company shall not declare, pay, make or set apart any sum for a dividend or other distribution (whether in cash or other property) with respect to any class of capital stock of the Company (other than dividends or distributions payable in its capital stock), or for the redemption, retirement, purchase or other acquisition for value of any share of any class of capital stock of the Company or any warrants or rights to purchase any class of capital stock of the Company.
Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its capital stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its capital stock, or make any distribution of cash, property or assets among the holders of shares of its capital stock, or make any change in its capital structure that could reasonably be expected to have a Material Adverse Effect; provided that: (a) the Credit Parties may pay dividends solely in shares of their own capital stock or other ownership interest (including dividends consisting of rights to purchase such capital stock or other ownership interest), (b) any Subsidiary may pay dividends or make distributions to the Credit Parties or any Wholly-Owned Subsidiary of the Credit Parties, (c) any Credit Party may pay dividends or make distributions to any other Credit Party and (d) as long as no Default or Event of Default has occurred and is continuing or would be created thereby (i) the Credit Parties may declare and pay dividends on shares of their capital stock or other ownership interests, (ii) the Credit Parties or any Subsidiary may redeem shares of their capital stock or other ownership interest pursuant to a plan approved by the Board of Directors of the Credit Parties or such Subsidiary, as applicable and (iii) the Credit Parties or any Subsidiary may take any action otherwise prohibited by this Section 11.7.
Limitations on Dividends and Distributions. No Loan Party may make, pay or declare any Distributions. For the avoidance of doubt, the Initial Borrower may make Permitted RIC Distributions from sources other than Collateral.
Limitations on Dividends and Distributions. (a) The Company shall pay no distributions to the Members except as provided in this Article 5 and Article 14.
(b) A Member may not receive, and the Company, and Board of Directors on behalf of the Company may not make, distributions from the Company to the extent such distribution is inconsistent with, or in violation of, the Act or any provision of this Agreement.
Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that:
(a) the Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock;
(b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may declare and pay quarterly dividends in a manner consistent with the past practice of the Borrower in amounts reasonably determined by the board of directors of the Borrower; provided that the aggregate amount of dividends declared and paid during each Fiscal Year shall not exceed fifty percent (50%) of Net Income for the Fiscal Year preceding the Fiscal Year in which such dividend is to be declared and paid (as set forth in the audited financial statements of the Borrower and its Subsidiaries for such preceding Fiscal Year) (the “Annual Dividend Limit”); provided further that the Borrower may declare and pay such quarterly dividends notwithstanding that the aggregate amount of dividends paid during such Fiscal Year would be in excess of the then applicable Annual Dividend Limit so long as (i) the amount per share of such dividends does not exceed the amount per share paid during the most recent Fiscal Year in which the Borrower was in compliance with the Annual Dividend Limit (without giving effect to this proviso) and (ii) the Borrower and its Subsidiaries shall have demonstrated to the Lender that, immediately before and after giving pro forma effect to such dividends and any Indebtedness incurred in connection therewith, the Average Total Leverage Ratio (based on the most recent financial statements delivered to the Lender pursuant to Section 6.01) is less than 3.00 to 1.00;
(c) any Subsidiary may declare and pay dividends of any type (cash or non-cash) to the Borrower or any other Wholly-Owned Subsidiary, provided that if the Subsidiary paying the dividend is a Guarantor or a Revolving Subsidiary Borrower then the recipient of the dividend must be either the Borrower or another Guarantor; and
(d) the Borrower may repurchase shares of its Capital Stock, so long as:
(i) no Default or Event of Default has occurred and is con...