CASH FLOW LIMITATIONS Sample Clauses

CASH FLOW LIMITATIONS. Notwithstanding any other provision of this Article VI, in the event that the amount due from the Company in payment for Option Shares purchased hereunder (including both principal and interest) in any one fiscal year of the Company (other than a purchase occurring by reason of Dan's death) exceeds fifty percent (50%) of the Company's Free Cash Flow for the preceding year, then and in that event the Company in its sole discretion may elect to defer payment of any portion of such principal and/or interest to the extent that payment would require the Company to pay more than fifty percent (50%) of its Free Cash Flow for such preceding year, provided that any such deferred amounts shall continue to earn interest as described in Section 6.7 (c)(i) until paid; and provided further that in any event all principal and interest shall be paid in full no later than five (5) years or ten (10) years, as the case may be, after the date of the closing. If, in the same fiscal year, the Company is also required to pay any persons or entities other than Dan xxx shares of Class A Stock that such persons or entities originally acquired from other stockholders of the Company as of the date hereof or pursuant to options granted by the Company and/or is required to make payment to Dan xxx/or any other persons under any comparable long-term senior executive compensation plan in effect from time to time, the amounts due to such other persons or entities in such fiscal year shall be aggregated with the amount due with respect to the Option Shares in such fiscal year and, if the aggregate amount due exceeds fifty percent (50%) of the Company's Free Cash Flow for the preceding fiscal year, then and in that event the Company in its sole discretion may elect to defer payment of any portion of such aggregate amount (principal and/or interest) to the extent that it would exceed fifty (50%) of the Company's Free Cash Flow for the preceding year, and payments and deferments shall be effected among Dan xxx such other persons in proportion to the amounts (both principal and interest) then due and owing to each, subject to any provisions in such plans as to priority of payment.
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CASH FLOW LIMITATIONS. Notwithstanding any other provision of this Article VI, in the event that the amount due from the Company in payment for Option Shares purchased hereunder (including both principal and interest) in any one fiscal year of the Company (other than a purchase occurring by reason of Michael's death) exceeds fifty percent (50%) of the Company's Free Cash Flow for the preceding year, then and in that event the Company in its sole discretion may elect to defer payment of any portion of such principal and/or interest to the extent that payment would require the Company to pay more than fifty percent (50%) of its Free Cash Flow for such preceding year, provided that any such deferred amounts shall continue to earn interest as described in Section 6.7 (c)(i) until paid; and provided further that in any event all principal and interest shall be paid in full no later than five (5) years or ten (10) years, as the case may be, after the date of the closing. If, in the same fiscal year, the Company is also required
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CASH FLOW LIMITATIONS. Notwithstanding any other provision of this Article III, in the event that the amount due from the Company in payment for Restricted Shares purchased hereunder (including both principal and interest) in any one fiscal year of the Company (other than a purchase occurring by reason of Ken's death) exceeds fifty percent (50%) of the Company's Free Cash Flow for the preceding year, then and in that event the Company in its sole discretion may elect to defer payment of any portion of such principal and/or interest to the extent that payment would require the Company to pay more than fifty percent (50%) of its Free Cash Flow for such preceding year, provided that any such deferred amounts shall continue to earn interest as described in Section 3.5 (c)(i) until paid; and provided further that in any event all principal and interest shall be paid in full no later than five (5) years or ten (10) years, as the case may be, after the date of the closing. If, in the same fiscal year, the Company is also required to pay any persons or entities other than Ken xxx shares of Class A Stock that such persons or entities acquired from Gerrx xxx/or Lilo as of the date hereof or pursuant to options granted by the Company and/or is required to make payment to Ken xxx/or any other persons under any comparable long-term senior executive compensation plan in effect from time to time, the amounts due to such other persons or entities in such fiscal year shall be aggregated with the amount due with respect to the Restricted Shares in such
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Related to CASH FLOW LIMITATIONS

  • Cash Flow Distributions The Cash Flow of the Company, if any, shall be distributed to the Member subject to any limitations on the Company’s ability to make distributions imposed by the Company’s lenders or by applicable law.

  • Limitation on Capital Expenditures Make or commit to make (by way of the acquisition of securities of a Person or otherwise) any expenditure in respect of the purchase or other acquisition of fixed or capital assets (excluding any such asset acquired in connection with normal replacement and maintenance programs properly charged to current operations) except for:

  • Expense Limitations In the event the operating expenses of the Fund, ------------------- including amounts payable to the Investment Adviser pursuant to subsection (a) hereof, for any fiscal year ending on a date on which this Agreement is in effect exceed the expense limitations applicable to the Fund imposed by applicable state securities laws or regulations thereunder, as such limitations may be raised or lowered from time to time, the Investment Adviser shall reduce its management and investment advisory fee by the extent of such excess and, if required pursuant to any such laws or regulations, will reimburse the Fund in the amount of such excess; provided, however, to the extent permitted by law, -------- ------- there shall be excluded from such expenses the amount of any interest, taxes, distribution fees, brokerage fees and commissions and extraordinary expenses (including but not limited to legal claims and liabilities and litigation costs and any indemnification related thereto) paid or payable by the Fund. Whenever the expenses of the Fund exceed a pro rata portion of the applicable annual expense limitations, the estimated amount of reimbursement under such limitations shall be applicable as an offset against the monthly payment of the fee due to the Investment Adviser. Should two or more such expense limitations be applicable as at the end of the last business day of the month, that expense limitation which results in the largest reduction in the Investment Adviser's fee shall be applicable.

  • Exceptions to Limitations Conversions to Alternate Base Rate Loans shall be permitted in the case of clauses (i) and (ii) of Section 2.1(b) above, in each case, unless the Administrative Agent has otherwise accelerated the Obligations or exercised other rights that terminate the Commitments under Section 10.2.

  • Cash Flow Coverage Ratio The ratio of (a) the Borrower's Cash Flow to (b) the sum of (i) the Borrower's consolidated Interest Expense plus (ii) the Borrower's scheduled payments of principal (including the principal component of Capital Leases) to be paid during the 12 months following any date of determination shall at all times exceed (1) 1.5 to 1.0. Compliance with the ratio will be tested as of the last day of each month, with Cash Flow and Interest Expense being calculated for the twelve months then ended.

  • Limitation on Changes in Fiscal Periods Permit the fiscal year of the Borrower to end on a day other than December 31 or change the Borrower's method of determining fiscal quarters.

  • Certain Limitations The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations:

  • Cash Flow Owner acknowledges that the budget prepared by Manager, pursuant to paragraph 3(k), will contain a category labeled "Cash Flow." Owner agrees, in the event that the budgeted cash flow for the Property is "negative" in any month covered by the budget, to place sufficient funds in a bank account, or to permit Manager to transfer Owner's funds to such account, to make up the budgeted operating deficit. These funds must be placed in such account at least forty-five (45) days before the budgeted deficit is to occur.

  • Limitation on Asset Sales The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

  • Limitation on Asset Dispositions Parent shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless: (i) Parent or the Restricted Subsidiary, as the case may be, receives consideration for such disposition at least equal to the Fair Market Value for the Property sold or disposed of as determined by the Board of Directors of Parent in good faith and evidenced by a Board Resolution of Parent filed with the Trustee; and (ii) at least 75% of the consideration for such disposition consists of cash or Cash Equivalents or the assumption of Debt of the Issuer or any Issuer Restricted Subsidiary (other than Debt of the Issuer that is subordinated to the Securities or Debt of any Issuer Restricted Subsidiary that is subordinated to the Note Guarantee or Offering Proceeds Note Guarantee of such Issuer Restricted Subsidiary) and release of the Issuer and all Issuer Restricted Subsidiaries from all liability on the Debt assumed (or if less than 75%, the remainder of such consideration consists of Telecommunications/IS Assets); provided, however, that, to the extent such disposition involves Special Assets, all or any portion of the consideration may, at Parent’s election, consist of Property other than cash, Cash Equivalents or the assumption of Debt or Telecommunications/IS Assets. The Net Available Proceeds (or any portion thereof) from Asset Dispositions may be applied by Parent or a Restricted Subsidiary, to the extent Parent or such Restricted Subsidiary elects (or is required by the terms of any Debt): (1) to the permanent repayment or reduction of Debt then outstanding under any Qualified Credit Facility, to the extent such Qualified Credit Facility would require such application or prohibit payments pursuant to the Offer to Purchase described in the following paragraph (other than Debt owed to Parent or any Affiliate of Parent); or (2) to reinvest in Telecommunications/IS Assets (including by means of an Investment in Telecommunications/IS Assets by a Restricted Subsidiary with Net Available Proceeds received by Parent or another Restricted Subsidiary). Any Net Available Proceeds from an Asset Disposition not applied in accordance with the preceding paragraph within 360 days (or, in the case of a disposition of Special Assets identified in clause (a) of the definition thereof in which the Net Available Proceeds exceed $500,000,000, 540 days) from the date of the receipt of such Net Available Proceeds shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Issuer (or, in the case of Debt of Parent required or permitted to be repurchased by Parent, Parent) will be required to make an Offer to Purchase with such Excess Proceeds on a pro rata basis according to principal amount (or, in the case of Debt issued at a discount, the then-Accreted Value) for (x) Outstanding Securities at a price in cash equal to 100% of the principal amount of the Securities on the purchase date plus accrued and unpaid interest (if any) thereon (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and (y) any other Debt of the Issuer that is pari passu with the Securities, any Debt of a Guarantor that is pari passu with such Guarantor’s Note Guarantee or any Debt of a Restricted Subsidiary that is a subsidiary of the Issuer but not a Guarantor, at a price no greater than 100% of the principal amount thereof plus accrued and unpaid interest (if any) to the purchase date (or 100% of the then-Accreted Value plus accrued and unpaid interest (if any) to the purchase date in the case of original issue discount Debt), to the extent, in the case of this clause (y), required under the terms thereof (other than Debt owed to Parent or any Affiliate of Parent). To the extent there are any remaining Excess Proceeds following the completion of the Offer to Purchase, the Issuer shall apply such Excess Proceeds to the repayment of other Debt of the Issuer or any Restricted Subsidiary that is a subsidiary of the Issuer, to the extent permitted or required under the terms thereof. Any other remaining Excess Proceeds may be applied to any use as determined by Parent which is not otherwise prohibited by this Indenture, and the amount of Excess Proceeds shall be reset to zero. The Issuer, Parent and the Trustee shall perform their respective obligations for the Offer to Purchase as specified in the Offer. Prior to the Purchase Date, the Issuer, or Parent, as applicable, shall (i) accept for payment Securities or portions thereof tendered pursuant to the Offer, (ii) irrevocably deposit with the Paying Agent (or, if the Issuer, or Parent, as applicable, are acting as their own Paying Agent, segregate and hold in trust as provided in Section 1003) money sufficient to pay the Purchase Price of all Securities or portions thereof so accepted (provided that such deposit may be made no later than 11:00 A.M. New York City time on the Purchase Date if the Issuer, or Parent, as applicable elect) and (iii) deliver or cause to be delivered to the Trustee all Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof accepted for payment. The Paying Agent shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the Purchase Price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities equal in principal amount to any unpurchased portion of the Security surrendered as requested by the Holder. Any Security not accepted for payment shall be promptly mailed or delivered by the Issuer or Parent, as applicable, to the Holder thereof. In the event that the aggregate Purchase Price is less than the amount delivered by the Issuer or Parent, as applicable, to the Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Issuer or Parent, as applicable, immediately after the Purchase Date. Not later than the date upon which written notice of an Offer to Purchase is delivered to the Trustee, Issuer or Parent, as applicable, shall deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Offer, (ii) the allocation of the Net Available Proceeds from the Asset Disposition pursuant to which such Offer is being made and (iii) the compliance of such allocation with the provisions of this Section 1016. In the event that the Issuer or Parent, as applicable, make an Offer to Purchase the Securities, the Issuer or Parent, as applicable, shall comply with any applicable securities laws and regulations, including any applicable requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Issuer or Parent, as applicable, shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof. The Issuer shall not, and shall not permit any Issuer Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any Property to Parent or any Sister Restricted Subsidiary unless (i) the Issuer or such Issuer Restricted Subsidiary receives consideration for such sale, transfer, lease or other disposition at least equal to the Fair Market Value of such Property (which, in the case of the Offering Proceeds Note or any other intercompany Debt, is the principal amount of the Offering Proceeds Note or such other Debt and any accrued and unpaid interest thereon) and (ii) the consideration consists of either (A) 100% in cash or Cash Equivalents or (B) Debt of Parent or the Restricted Subsidiary to which Property was transferred that is secured by a Lien on such transferred Property. Parent or the Restricted Subsidiary to which Property was transferred for consideration consisting of Debt that is secured by a Lien on such Property in accordance with clause (ii)(B) of the prior sentence may substitute the Lien on such Property with a Lien on other Property (including any Property owned by the Issuer or an Issuer Restricted Subsidiary) that, as determined by the Board of Directors of Parent in good faith and evidenced by a Board Resolution of Parent filed with the Trustee upon request of the Trustee, has a Fair Market Value of no less than the Fair Market Value of the Property for which the substitution is made at the time of the substitution. Any such Lien may be second in priority to any Lien on such Property in favor of the lenders under a Qualified Credit Facility. The provisions of this paragraph do not apply to (a) dividends and distributions (other than any dividend or distribution of the Offering Proceeds Note or any other intercompany Debt), (b) loans or advances and (c) purchases of services or goods.

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