No Distributions Clause Samples
The "No Distributions" clause prohibits the payment or allocation of profits, dividends, or other forms of distributions from a company or entity to its shareholders, members, or partners during a specified period or under certain conditions. In practice, this means that the entity must retain all earnings and cannot transfer funds or assets to its owners, often until specific financial obligations, such as debt repayments, are met or certain covenants are satisfied. The core function of this clause is to protect creditors or ensure financial stability by preventing the depletion of company resources through distributions while key obligations remain outstanding.
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No Distributions. Make any Distribution except Permitted Distributions.
No Distributions. No Keysight Group Employee or Subsequently Transferred Keysight Employee shall be entitled to a right to a distribution of his or her benefit under the Agilent Retirement Plan as a result of the transfer of employment to the Keysight Group and no Returning Agilent Employee shall be entitled to a right to a distribution of his or her benefit under the Keysight Retirement Plan as a result of the transfer of employment from the Keysight Group to the Agilent Group.
No Distributions. There are (x) no outstanding rights, options, warrants or agreements for a purchase, sale or issuance, in connection with any Underlying Entity Certificate (except as expressly contemplated or permitted by this Agreement), (y) no agreements on the part of the related Seller to issue, sell or distribute such Underlying Entity Certificate (except as expressly contemplated or permitted by this Agreement), and (z) no obligations on the part of such Seller (contingent or otherwise) to purchase, repurchase, redeem or otherwise acquire any securities or any interest therein (other than from Administrative Agent or as expressly contemplated by this Agreement) or to pay any dividend or make any distribution in respect of such Underlying Entity Certificate (other than to Administrative Agent or as expressly contemplated by this Agreement until the repurchase of such Underlying Entity Certificate).
No Distributions. The Parties acknowledge that none of the transactions contemplated by this Agreement or the Separation Agreement will trigger a payment or distribution of compensation under the ▇▇▇▇▇▇ Defined Benefit SERP for any Cable Employee or Former Cable Employee and, consequently, the payment or distribution of any compensation to which any such Cable Employee or Former Cable Employee is entitled under the ▇▇▇▇▇▇ Defined Benefit SERP will occur upon such Employee’s separation from service from Cable or its Subsidiaries or at such other time as provided pursuant to the Cable Defined Benefit SERP.
No Distributions. Seller shall not permit the Partnership to make any distributions of cash or other property to Seller.
No Distributions. Each Trust severally and not jointly agrees that it will not make any cash or in-kind distributions to its equity holders unless both before and after each such distribution the representations and warranties contained in Section 3.01 above with respect to such Trust would be true and correct.
No Distributions. The Borrower will not make any cash or in-kind distributions to its equity holders unless both before and after each such distribution the representations and warranties contained in Section 3.1 above would be true and correct.
No Distributions. No SpinCo Group Employee shall be entitled to a right to a distribution of his or her benefit under the Parent 401(k) Plan as a result of his or her transfer of employment from the Parent Group to the SpinCo Group nor as a result of the completion of the Separation.
No Distributions. During such time that any amounts are outstanding under the SP Facility, no Obligor will:
(i) retire, redeem, retract, purchase or otherwise acquire any Equity Securities of such Obligor;
(ii) declare or pay any dividend, return of capital or other distribution (in cash, securities or other property, or otherwise) of, on or in respect of, any Equity Securities of such Obligor;
(iii) make any payment or distribution (in cash, securities or other property, or otherwise) on or in respect of, its Equity Securities;
(iv) pay, redeem, repurchase or otherwise acquire any Funded Debt, including any payment on account of principal, interest, bonus, premium, make-whole or otherwise, including those under the Sprott Project Finance Documents and the Monetary Metals Note (unless otherwise permitted under the Intercreditor Agreement); or
(v) pay any management, consulting or similar fee or any bonus payment or comparable payment, or by way of gift or gratuity, to any Related Party of such Person or to any director or officer thereof, excluding, for greater certainty:
(vi) employment compensation in the ordinary course of business;
(vii) principal, interest and other amounts that may become payable under this Agreement;
(viii) principal, interest and other amounts that may become payable under the Sprott Project Finance Documents as in effect on the date hereof that are due and payable on and after June 30, 2028, on the “Maturity Date” or upon an “Event of Default” or “Change of Control” (as each such capitalized and italicized term is defined in each applicable Sprott Project Finance Document);
(ix) any interest under the Sprott Project Finance Documents payable through the issuance of Common Shares; and
(x) principal, interest and other amounts that may become payable under the Note Purchase Agreement and the Note (as defined therein) as in effect on the date hereof that are due and payable on the “Loan Maturity Date” (as defined in the Note Purchase Agreement).
No Distributions. Make any distributions or honor any requests for redemptions if such distributions or withdrawals, if made, would result in the occurrence of a Default or an Event of Default of the type specified in Sections 10.1(a)(i), 10.1(b), 10.1(h) or 10.1(i).