Restricted Payments Clause Samples

Restricted Payments. The Company shall not declare or make any Restricted Payment, except: (i) Restricted Payments made in connection with the defeasance, redemption or repurchase of any Indebtedness with the Net Cash Proceeds of Permitted Refinancing Indebtedness; and (ii) Restricted Payments of any Subsidiary of the Company to the Company or to another wholly-owned Subsidiary of the Company; and (iii) Restricted Payments made in connection with claims for reimbursement, indemnification or contribution arising out of or related to the Asset Purchase Agreement; and (iv) any Restricted Payment that constitutes a payment in respect of a purchase price adjustment, earn-out or other similar form of contingent purchase price in connection with any Acquisition (including the IITRI Acquisition) consummated on or before the Closing Date as set forth on Exhibit 10.3(f) and any Permitted Acquisition; and (v) Restricted Payments that constitute payments of principal, interest, premium, fees, expenses or other amounts due on the Securities pursuant to this Agreement and the other Operative Documents, and Restricted Payments that constitute mandatory payments of principal, interest, premium, fees or expenses due on or under the Seller Note Securities Purchase Agreement, the Seller Notes or the Seller Warrants or the other Operative Documents (as defined in the Seller Note Securities Purchase Agreement), in each case subject to the terms of the Subordination Agreements and any restrictions provided in the documents for such Indebtedness; and (vi) Restricted Payments made (v) in connection with the redemption or repurchase for value of any Capital Stock of the Company as a result of distributions by the ESOT of such Capital Stock to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member, (w) as required by Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (x) in good faith and belief by the Company to be made with respect to the payments described in the preceding clauses (v) or (w) but which do not so qualify for the status described in the preceding clauses (v) or (w) on account of administrative error or mistake, provided that such payment would not otherwise result in a Default or Event of Default hereunder and either (A) such payments do not collectively exceed $250,000 during the period from the Closing Date through the date of such payment or (B) such payme...

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make any Restricted Payments with respect to the Borrower or any of its Restricted Subsidiaries, except: (i) any Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any direct or indirect wholly-owned Restricted Subsidiary of the Borrower, and any non-wholly-owned Restricted Subsidiary may make Restricted Payments to the Borrower or any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests; (iii) the Borrower may (x) repurchase fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options, (y) “net exercise” or “net share settle” warrants or options or (z) so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests; (iv) the Borrower may redeem or otherwise cancel Equity Interests or rights in respect thereof granted to (or make payments on behalf of) directors, officers, employees or other providers of services to the Borrower and the Restricted Subsidiaries in an amount required to satisfy tax withholding obligations relating to the vesting, settlement or exercise of such Equity Interests or rights; (v) following a Qualifying IPO, the Borrower or any Restricted Subsidiary may make any Restricted Payment that has been declared by the Borrower or such Restricted Subsidiary, so long as (A) such Restricted Payment was permitted under clause (viii) of this Section 6.04 at the time so declared and (B) such Restricted Payment is made within 60 days of such declaration; (vi) following a Qualifying IPO, the Borrower may repurchase Equity Interests pursuant to any accelerated stock repurchase or similar agreement; provided that the payment made by the Borrower with respect to such repurchase was permitted under clause (viii) or (ix) of this Section 6.04 at the time such agreement was entered into as if it was a Restricted Payment made by the Borrower a...

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, in each case (except Section 8.06(a)) so long as no Default or Event of Default shall have occurred and be continuing (both before and after the making of such Restricted Payment): (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other equity interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares in connection with customary employee or management agreements, plans or arrangements; (d) the Borrower shall be permitted to make Restricted Payments in the form of cash dividends to the shareholders of the Borrower in an aggregate amount in any fiscal year not to exceed $10,000,000; provided that, any amount of cash dividends permitted to be paid by this clause (d) but not paid in respect of any fiscal year commencing on or after October 1, 2006, may be carried forward and paid in any subsequent fiscal year; (e) the Borrower and each Subsidiary shall be permitted to make other Restricted Payments in the form of cash dividends, distributions, purchases, redemptions or other acquisitions of or with respect to shares of its common stock or other common Equity Interests either (i) if at the time of making such Restricted Payment the Consolidated Leverage Ratio (calculated on a pro forma basis giving effect to such Restricted Payment and any Indebtedness incurred in connection therewith and any other relevant factor, all in accordance with Sections 1.04(c) and (d)) is not greater than 3.50 to 1.00, on an unlimited basis, and (ii) if at the time of making such Restricted Payment the Consolidated Leverage Ratio (calculated on a pro forma basis giving effect to such Restricted Payment and any Indebtedness incurred in connection therewith and any other relevant factor, all in a...

Restricted Payments. 16 Section 3.24 Notice of Events of Default......................................16

Restricted Payments. The Borrower will not, and will not permit any Subsidiary to, declare or pay any dividend (other than dividends payable solely in common or ordinary Capital Stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Secured Loan Party, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Secured Loan Party, other than in respect of any purchase, redemption, defeasance or retirement or other acquisition of any Capital Stock of the Borrower, Canadian New Holdings, Holdings, or Canadian Acquisitionco in respect of any Permitted Restructuring Transaction (any such payment, a “Restricted Payment”), except that: (a) the Borrower may make Restricted Payments in the form of common shares of Capital Stock of the Borrower; (b) the Borrower or any Subsidiary may redeem, acquire or retire for value or may repurchase (or may make loans, distributions or advances to effect the same) shares of Capital Stock from current or former officers, directors, consultants and employees, including upon the exercise of stock options or warrants for such Capital Stock, or any executive or employee savings or compensation plans, or, in each case to the extent applicable, their respective estates, spouses, former spouses or family members or other permitted transferees; (c) any Subsidiary may make Restricted Payments to its direct parent or to the Borrower or any Wholly Owned Subsidiary Guarantor; (d) any JV Subsidiary may make Restricted Payments required or permitted to be made pursuant to the terms of the joint venture arrangements of holders of its Capital Stock provided that, the Borrower and its Subsidiaries have received their pro rata portion of such Restricted Payments. (e) Restricted Payments may be made for each calendar month in which (i) the requirements of Section 7.26 have been satisfied for the prior calendar month and through the date of any proposed Restricted Payment, (ii) Chrysler Group LLC’s EBITDA exceeds $0.00 for the four most recently completed calendar quarters, and (iii) the contemplated Restricted Payment would not cause the Borrower to be in violation of Section 7.26. (f) The Borrower and each of the Loan Parties may make Restricted Payments of Capital Stock ...

Restricted Payments. None of the Loan Parties will, or will permit any of its Restricted Subsidiaries to, directly or indirectly, declare or make or declare any Restricted Payment (other than any Restricted Payment payable (and paid) in Equity Interests of the Borrower), or incur any obligation (contingent or otherwise) to do so at any time, except for: (i) the Borrower and the Restricted Subsidiaries may make dividends and other distributions payable solely in the same class of Equity Interests of such Person; (ii) Permitted Affiliate Payments; (iii) repurchases of Equity Interests in a cashless transaction deemed to occur upon exercise or vesting of restricted stock, stock options or warrants; (iv) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make Restricted Payments with the proceeds received from the issuance of its Equity Interests (other than the issuance of Equity Interests to a Loan Party or any Subsidiary thereof); (v) to the extent constituting Restricted Payments, the Borrower and its Restricted Subsidiaries may enter into transactions permitted by Sections 7.23 and 7.24; and (vi) other Restricted Payments of the Borrower or any Restricted Subsidiary; provided, that (A) no Default shall have occurred and be continuing at the time such Restricted Payment is made or would result from the making or declaration of such Restricted Payment, (B) the Loan Parties shall be in compliance on a pro forma basis after giving effect to such Restricted Payment with the Financial Covenants, recomputed as of the last day of the most recently ended Quarter for which financial statements have been delivered pursuant to Section 7.01 and calculated as if such Restricted Payment was made on the first day of the 12-month period then ended, (C) at the time of such Restricted Payment, the Cash Flow Ratio shall be less than or equal to 6.00 to 1.00 on a pro forma basis after giving effect to such Restricted Payment, and (D) during any time that the Cash Flow Ratio is greater than or equal to 4.75 to 1.00 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 7.01(a) or (b)), at the time of such Restricted Payment after giving effect to the making thereof, the aggregate amount of Restricted Payments made pursuant to this clause (vi)(D), together with the aggregate amount of Investments made pursuant to clause (xv)(D) of...

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except: (a) (i) each Restricted Subsidiary may make Restricted Payments to the Borrower and to other Restricted Subsidiaries and (ii) each non-wholly owned Restricted Subsidiary may make Restricted Payments to the Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person; (c) Restricted Payments in connection with the Transaction (including any amounts to be paid under, or contemplated by, the Transaction Agreement) and the fees and expenses related thereto owed to Affiliates, including any payment to holders of Equity Interests of the Borrower (immediately prior to giving effect to the Transactions) in connection with, or as a result of, their exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto; (d) to the extent constituting Restricted Payments, the Borrower and the Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.04 or 7.08 other than Section 7.08(f); (e) repurchases of Equity Interests in the Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (f) the Borrower and its Restricted Subsidiaries may make Restricted Payments to Holdings, and Holdings may make a corresponding Restricted Payment to any direct or indirect parent thereof: (i) the proceeds of which will be used to pay the tax liability to each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns for the relevant jurisdiction of Holdings (or any direct or indirect parent thereof) attributable to Holdings, the Borrower or its Subsidiaries determined as if the Borrower and its Subsidiaries filed separately; (ii) the proceeds of which shall be used by Holdings (or any direct or indirect parent thereof) to pay operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (inclu...

Restricted Payments. The Borrower shall not, and shall not permit any of its Subsidiaries to, declare or make any Restricted Payment; provided, however, that the Borrower and its Subsidiaries may declare and make the following Restricted Payments so long as no Default or Event of Default would result therefrom: (a) the Borrower may declare or make cash distributions to its shareholders (together with cash distributions of the Heritage OP and the ▇▇▇▇▇▇▇ OP to its limited partners other than the Borrower) during any period of four consecutive fiscal quarters ending during the term of this Agreement in an aggregate amount not to exceed the greater of (i) 95% of Funds From Operations of the Combined Group for such period or (ii) the amount required to be distributed for the Borrower to remain in compliance with Section 7.13.; provided, however, that in no event shall such cash distributions made during any period of two consecutive fiscal quarters exceed in an aggregate amount 100% of Funds From Operations of the Combined Group for such period; (b) the Borrower may make cash distributions to its shareholders of capital gains resulting from gains from certain asset sales to the extent necessary to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and 4981 of the Internal Revenue Code; (c) a Subsidiary that is not a Wholly Owned Subsidiary may make cash distributions to holders of Equity Interests issued by such Subsidiary; (d) the ▇▇▇▇▇▇▇ OP may repurchase, redeem or otherwise acquire Equity Interests issued by the ▇▇▇▇▇▇▇ OP; (e) Subsidiaries may pay Restricted Payments to the Borrower or any other Subsidiary; and (f) the Borrower may make cash payments to repurchase outstanding shares of any of its Equity Interests. If an Event of Default shall exist, the Borrower shall not, and shall not permit any Subsidiary to, make any Restricted Payments to any Person other than (i) to the Borrower or any Subsidiary and (ii) cash distributions by the Borrower to its shareholders during any fiscal year in an aggregate amount not to exceed the minimum amount necessary for the Borrower to remain in compliance with Section 7.13.

Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than (A) dividends or distributions accrued or payable in Equity Interests (other than Disqualified Interests) of the Company or (B) dividends or distributions to the Company or a Restricted Subsidiary of the Company); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company (other than any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or any Note Guarantee (other than Indebtedness permitted under clause (vi) of the definition of “Permitted Debt”) except (a) a payment of interest or principal at Stated Maturity or (b) the purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of the date of such purchase, repurchase or other acquisition; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment: (A) no Event of Default shall have occurred and be continuing or would occur as a consequence thereof; (B) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); and (C) such Restricted Payment, t...