Restricted Payments and Purchases. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that (a) any Borrower’s Subsidiaries may make Restricted Payments to any Borrower or a wholly owned Domestic Subsidiary of any Borrower that is a Borrower Party, (b) Parent may make Restricted Payments to the holders of the Equity Interests of Parent for and in the amount of Federal and state taxes payable by such holders which are attributable to the operations or assets of Parent and, to the extent Parent has received a distribution in such amount from the Subsidiaries of Parent, the Subsidiaries of Parent and (c) Parent may make Restricted Payments and Restricted Purchases after the Agreement Date if, before and after giving effect to such Restricted Payment, no Default has occurred and is continuing or would result from the making of such Restricted Payment, so long as (i) there are no outstanding Advances and aggregate face amount of all outstanding Letters of Credit are less than $5,000,000 or (ii) if there are outstanding Advances or aggregate face amount of all outstanding Letters of Credit are equal to or greater than $5,000,000, Parent, on behalf of the Borrower Parties, delivers to the Administrative Agent a certificate, together with supporting documents in form and substance reasonably satisfactory to the Administrative Agent, executed by an Authorized Signatory certifying that as of such date of such proposed Restricted Payment or Restricted Purchase: (A) Availability is not less than the greater of (1) thirty percent (30%) of the amount of the Revolving Loan Commitment then in effect or (2) $20,000,000 and (B)(1) Availability is not projected to be less than the greater of (x) twenty percent (20%) of the amount of the Revolving Loan Commitment then in effect or (y) $15,000,000, at all times during the twelve (12) month period immediately following such Restricted Payment or Restricted Purchase and (2) Borrower Parties and their Subsidiaries have, on a consolidated bases, a Fixed Charge Coverage Ratio of at least 1.10:1.00 as of such date of determination.
Restricted Payments and Purchases. The Borrower shall not, and shall cause each of its Subsidiaries not to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase (other than to the extent permitted in Section 7.6(b) hereof) except that so long as no Default hereunder then exists or would be caused thereby:
Restricted Payments and Purchases. The Borrower shall not directly or indirectly declare or make, and shall not permit any of the Borrower’s Subsidiaries to directly or indirectly make, any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, without the prior written consent of the Majority Lenders; provided, however, (a) the Borrower’s Subsidiaries may make Restricted Payments to the Borrower, (b) so long as no Default or Event of Default then exists or would be caused thereby, the Borrower may make payments due under the Management Consulting Agreement, (c) within thirty (30) days after the Agent receives the financial statements as of the end of a fiscal quarter delivered pursuant to Section 6.2 hereof demonstrating that Borrower would have been in compliance with Sections 7.8, 7.9 and 7.10 hereof if such proposed purchase had been made on the last day of such fiscal quarter and so long as no Default or Event of Default then exists, the Borrower may purchase (or make dividends to Intermediate and/or Holdings to allow Intermediate and/or Holdings to purchase) the Capital Stock of Holdings and/or Intermediate from management for an aggregate purchase price not to exceed $300,000 in the aggregate, and (d) so long as no Default or Event of Default then exists or would be caused thereby, the Borrower may pay dividends to Intermediate and/or Holdings in an aggregate annual amount of up to $200,000 to permit Intermediate and/or Holdings to pay corporate overhead and expenses incurred in the ordinary course and any capital and franchise taxes and taxes for the right to do business that become due and payable by Intermediate and/or Holdings.
Restricted Payments and Purchases. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, except that so long as no Default hereunder then exists or would be caused thereby, the Borrower may make (a) scheduled payments of accrued interest in respect of Subordinated Debt incurred in accordance with Section 7.1 hereof, and (b) dividend payments in respect of any preferred stock or convertible preferred securities of the Borrower in an aggregate amount not to exceed $10,000,000 in any calendar year.
Restricted Payments and Purchases. Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose; provided, however, that any Subsidiary of Borrower or Borrower may make Restricted Payments to Borrower or a Subsidiary of Borrower.
Restricted Payments and Purchases. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that a Borrower’s Subsidiaries may make Restricted Payments to such Borrower or a wholly owned Domestic Subsidiary of such Borrower that is a Borrower Party.
Restricted Payments and Purchases. No Credit Party shall, or shall permit any Subsidiary of a Credit Party to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, or set aside any funds for any such purpose, other than Dividends on common stock which accrue (but are not paid in cash) or are paid in kind or which entitle the holder to obtain additional common stock or preferred stock convertible into common stock or Dividends on preferred stock which accrue (but are not paid in cash) or are paid in kind; provided, however, that (a) the Administrative Borrower’s Subsidiaries may make Restricted Payments to any Credit Party, (b) the Administrative Borrower may pay Dividends so long as it is in compliance with the Exception Conditions both before and after giving effect to the payment of such Dividends; provided however that if the Administrative Borrower can meet all Exception Conditions other than the condition set forth in clause (iv) of the definition of Exception Conditions, the Administrative Borrower may pay up to $6,000,000 of Dividends in any trailing twelve month period, and (c) the Administrative Borrower may make Restricted Purchases in an aggregate amount not to exceed (x) $5,000,000 during any trailing twelve month period and (y) $15,000,000 during the term of this Agreement, so long as it is in compliance with the Exception Conditions both before and after giving effect to such Restricted Purchase.
Restricted Payments and Purchases. 65 SECTION 7.8 TOTAL LEVERAGE RATIO.......................................65 SECTION 7.9 SENIOR LEVERAGE RATIO......................................66 SECTION 7.10 ANNUALIZED OPERATING CASH FLOW TO PRO FORMA DEBT...........66 SECTION 7.11 ANNUALIZED OPERATING CASH FLOW TO INTEREST EXPENSE.........67 SECTION 7.12
Restricted Payments and Purchases. The Borrower shall not, and shall cause each of its Subsidiaries not to, directly or indirectly, declare or make any Restricted Payment or Restricted Purchase except that (a) the Borrower may make regularly scheduled cash payments of interest when due on the Refinancing Securities (including, without limitation, any Refinancing Securities held by an Affiliate), and after the fourth anniversary of the Agreement Date, on the Exchange Notes (including, without limitation, any Exchange Notes held by an Affiliate), (b) after the Trigger Date, so long as (i) no Default or Event of Default then exists or would be caused thereby and (ii) the Borrower shall provide to the Administrative Agent and the Lenders a Performance Certificate setting forth the arithmetical calculations required to establish the Borrower's pro forma compliance with Section 8.2 hereof after giving effect to such payment, the Borrower may make cash payments of interest when due on the Exchange Notes (including, without limitation, any Exchange Notes held by an Affiliate) to the extent such payments are made after the Excess Cash Flow Recapture Date and are funded with Available Cash Flow, (c) the Borrower may make Restricted Payments to Holdco to permit Holdco to pay taxes, salaries, directors fees, indemnities and expenses and other corporate expenses in the ordinary course of its business, (d) the Subsidiaries of the Borrower may make distributions to the holders of their respective Equity Interests, (e) the Borrower and its Subsidiaries may declare and pay dividends solely in common stock or Preferred Stock (other than Disqualified Capital Stock), and (f) so long as no Default or Event of Default then exists or would be caused thereby, the Borrower and its Subsidiaries may (i) make Restricted Payments or Restricted Purchases in connection with the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Holdco or any of its Subsidiaries held by any employee, former employee, spouse, former spouse of any employee or former employee and any of their respective estates, or make payments on notes evidencing any Management Redemption Debt, in an aggregate amount not to exceed the sum of (A) $1,000,000 during any fiscal year (with unused amounts in any fiscal year being carried over to the immediately following fiscal year, but only to such immediately following fiscal year and not any subsequent fiscal year and amounts available during the current fiscal yea...
Restricted Payments and Purchases. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, provided, however that (a) so long as no Default then exists or would be caused thereby, and so long as on such date, the Borrower demonstrates that its Leverage Ratio before and after giving effect to such Restricted Payment is less than 3.0 to 1.0, and that it will be in compliance on a pro forma basis with Sections 7.8, 7.9 and 7.10 hereof from the date of such Restricted Payment through the Maturity Date after giving effect to such Restricted Payment, the Borrower may make Restricted Payments in an amount not to exceed the amount of (i) its EBITDA for the immediately preceding four (4) calendar quarters minus (ii) the aggregate amount of any Restricted Payments made under this Section 7.7 during the immediately preceding four (4) calendar quarters, (b) any Restricted Subsidiary of the Borrower may make distributions to the Borrower or another Restricted Subsidiary of the Borrower and (c) to the extent that a Restricted Subsidiary has made distributions to the Borrower or another Restricted Subsidiary, such Restricted Subsidiary may make distributions to other holders of equity interests in such Restricted Subsidiary in proportion to the ownership interest in such Restricted Subsidiary held by such holder.
