Common use of Restricted Payments; Restrictive Agreements Clause in Contracts

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) the Borrower may declare and pay dividends or make other distributions on its capital stock to the extent made solely with common stock of the Borrower, (ii) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders, (iii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase its Equity Interests owned by employees of the Borrower or the Subsidiaries or make payments to employees of 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 $5,000,000 in any fiscal year, (iv) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments in an aggregate amount not to exceed $5,000,000 in any fiscal year and (v) the Borrower may pay the Acquisition Consideration.

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, provided that (i) the Borrower may declare and pay dividends or make other distributions on its capital stock to the extent made solely with common stock of the Borrower, (ii) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders, (iii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower and the Subsidiaries may, and may repurchase its Equity Interests owned by employees make distributions to one another so that any of the Borrower or the Subsidiaries or make payments may, (x) repurchase Equity Interests issued to employees employees, directors and officers of the Borrower or the Subsidiaries upon termination (including repurchases of employment Equity Interests from severed or terminated employees, directors and officers) and (y) make payments to employees, directors and officers of the Borrower or the Subsidiaries in connection with Equity Interests (and the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives thereof) pursuant to management incentive plans or arrangements, in connection with an aggregate amount under this clause (i) not to exceed $5,000,000 in the death aggregate and (ii) so long as (x) no Event of Default or disability Default is continuing or would result therefrom and (y) the Senior Secured Leverage Ratio calculated on a pro forma basis both before and after giving effect to any such Restricted Payment is not greater than 3.50:1.00, the Borrower may make Restricted Payments to pay dividends to the equity holders of such employees the Borrower in an aggregate amount not to exceed $5,000,000 in any fiscal year, (iv) so long as no Event the Available Amount at the time of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional such Restricted Payments in an aggregate amount not to exceed $5,000,000 in any fiscal year and (v) the Borrower may pay the Acquisition ConsiderationPayment.

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)Payment, or incur any obligation (contingent or otherwise) to do so; provided, however, that (i) the Borrower may declare and pay dividends or make other distributions on its capital stock to the extent made solely with common stock of the Borrower, (ii) any Subsidiary may declare and pay dividends or make other distributions distributions, including in the form of additional Equity Interests, ratably to its equity holders, and (iiiii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, (A) following each prepayment of Term Loans from Excess Cash Flow pursuant to Section 2.13(d) the Term Borrower may, at any time during the remainder of the calendar year during which such prepayment occurred, pay dividends on its common stock in an aggregate amount not exceeding 25% of the amount of such Excess Cash Flow that was not subject to the prepayment requirement, and (B) any Restricted Party may repurchase its Equity Interests owned by its employees of the Borrower or the Subsidiaries or make payments to its employees of 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 or make customary and reasonable salary and bonus and other benefits payments to its officers, employees and consultants or payments of customary fees and expenses of members of its board of directors in an aggregate amount for this clause (B) not to exceed $5,000,000 3,000,000 in any fiscal year (it being agreed that any such amount not utilized in any fiscal year may be carried forward and utilized in any subsequent fiscal year so long as the aggregate amount of such repurchases or payments pursuant to this clause (B) shall not exceed $6,000,000 in any fiscal year, (iv) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments in an aggregate amount not to exceed $5,000,000 in any fiscal year and (v) the Borrower may pay the Acquisition Consideration).

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) the Borrower Sun or any Subsidiary may declare and pay dividends make Restricted Payments (x) pursuant to and in order to effectuate the Restructuring and the Restructuring Documents or make other distributions (y) as set forth on its capital stock to the extent made solely with common stock of the BorrowerRestructuring Schedule, (ii) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders, (iii) Sun may reacquire shares delivered or to be delivered to a director, officer or employee of Sun or a Subsidiary in connection with the grant, vesting, exercise or payment of a stock option or other equity or equity-based award granted by Sun or a Subsidiary and the Loan Parties may make distributions in order to satisfy the exercise or purchase price of the award and/or any tax withholding obligations arising in connection with such event and (iv) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower Sun may repurchase its Equity Interests owned by employees of the Borrower Sun or the Subsidiaries or make payments to employees of the Borrower Sun or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity 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 $5,000,000 2,000,000 in any fiscal year, (iv) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments in an aggregate amount not to exceed $5,000,000 in any fiscal year and (v) the Borrower may pay the Acquisition Consideration.

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) the Borrower may declare and pay dividends or make other distributions on its capital stock to the extent made solely with common stock of the Borrower, (ii) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders, (iiiii) so long as no Default or Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase its Equity Interests owned by directors, officers and employees of the Borrower or the Subsidiaries or make payments to directors, officers and employees of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of Warrants, stock options, stock appreciation rights rights, “phantom” stock plans or similar equity incentives or equity based incentives pursuant to management or other incentive plans or in connection with the death or disability of such directors, officers and employees in an aggregate amount not to exceed $5,000,000 in any fiscal year, 25,000,000 and (iviii) so long as no Default or Event of Default or Default shall have occurred and be continuing or would result therefromtherefrom (except with respect to subclauses (A), (B) and (D) below), Restricted Payments may be made (A) in connection with the redemption or repurchase for value of any Equity Interests of the Borrower as a result of distributions by the ESOT of such Equity Interests to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Borrower or any Controlled Group member, (B) as required by Section 401(a)(28) of the Code or any substantially similar requirement of law, (C) in the form of administrative fees or expenses of the ESOP or the ESOT, including the fees of the ESOT Trustee, (D) as contributions to the ESOT as required under the ESOP Plan Documents, (E) to redeem or otherwise acquire for value the Warrants issued in connection with the Seller Subordinated Notes so long as, after giving effect thereto, the Borrower may make additional Restricted Payments Senior Secured Leverage Ratio would be less than 2.50 to 1.00, or (F) so long as, after giving effect thereto, the Senior Secured Leverage Ratio would be less than 2.50 to 1.00, in an aggregate amount not to exceed $5,000,000 in any fiscal year and (v) the Borrower may pay the Acquisition ConsiderationAvailable Restricted Payment Amount.