Restricted Distributions and Payments, Etc. Declare or make any Restricted Distribution or Restricted Payment.
Restricted Distributions and Payments, Etc. Declare or make any Restricted Distribution or Restricted Payment, except that this SECTION 12.6 shall not apply to (1) repurchases of WinsLoew Capital Stock from former employees of WinsLoew or its Subsidiaries or independent sales representatives in an aggregate amount not to exceed $1,000,000 in any 12-month period, (2) provided that both immediately before and after making any such payment no Default or Event of Default exists, regularly scheduled payments of principal and interest on the Senior Subordinated Notes made in accordance with the provisions (including the subordination provisions) of the Senior Note Indenture, (3) fees paid to outside directors of WinsLoew and (4) provided that both immediately before and after making any such payment no Default or Event of Default exists, fees paid to Trivest II, Inc. in accordance with the provisions of SECTION 12.8.
Restricted Distributions and Payments, Etc. Declare or make any Restricted Distribution or Restricted Payment, PROVIDED that so long as no Default or Event of Default exists immediately before or after giving effect to any of the following, this SECTION 10.6 shall not prohibit (i) transactions permitted under SECTION 10.8, (ii) payments in kind and cash dividends with respect to Preferred Stock as provided on the Effective Date, (iii) the purchase, redemption or retirement for value of any shares of capital stock or Subordinated Debt of the Borrower in exchange for, or out of the net cash proceeds of a substantially concurrent issuance and sale (other than to a Subsidiary) of, common equity interests, or (iv) the issuance of capital stock upon the exercise of the Warrants or other options or warrants.
Restricted Distributions and Payments, Etc. Declare or make any Restricted Distribution or Restricted Payment, except that so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make may make payments on the Subordinated Indebtedness to the extent permitted by the Subordination Agreements or the other subordination provisions applicable thereto.
Restricted Distributions and Payments, Etc. Declare or ------------------------------------------- make any Restricted Distribution or Restricted Payment; provided that, Lessee shall be permitted to redeem or repurchase outstanding High Yield Debt and the Senior Note Debt from the proceeds of an equity offering made in accordance with the Revolving Loan Agreement, provided (a) no Potential -------- Event of Default or Event of Default exists before or after giving effect to such redemption or repurchase, (b) Lessee is in compliance with the covenants set forth in Section 5.20 on a pro forma basis after giving ------------ effect to such redemption or repurchase, and (c) prior to such redemption or repurchase Lessee shall deliver to the Agent a certificate of the Financial Officer (i) setting forth the calculations required to establish Lessee's pro forma compliance with the requirements of Section 5.20 after ------------ giving effect to such redemption or repurchase, and (ii) stating that no Potential Event of Default or Event of Default exists before or after giving effect to such redemption or repurchase; provided further, that to -------- ------- the extent that any Asset Disposition of Intellectual Property that is subject to a first priority Lien in favor of the Senior Note Trustee in accordance with the terms of the Trademark Intercreditor Agreement is permitted under this Master Agreement, Lessee shall be permitted to redeem or repurchase outstanding Senior Note Debt from the Net Proceeds of such Asset Disposition. Notwithstanding the above, Lessee shall also be permitted at any time to repurchase or redeem capital stock or other equity securities issued by Lessee, provided (a) the consideration paid by Lessee -------- shall not exceed $7,000,000 in the aggregate during the term of this Master Agreement, (b) no Potential Event of Default or Event of Default exists before or after giving effect to such repurchase, and (c) Lessee is in compliance with the covenants set forth in Section 5.20 on a pro forma ------------ basis after giving effect to such redemption or repurchase.
Restricted Distributions and Payments, Etc. Declare or make any Restricted Distribution or Restricted Payment, other than (a) the making of any dividend or distribution to a Borrower, and (b) the payment of Permitted Management Fees if no Event of Default exists or will result therefrom.
Restricted Distributions and Payments, Etc. Declare or make any Restricted Distribution or Restricted Payment, except that so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may (a) make payments on the Subordinated Indebtedness (including "earn-out" payments due National Data Products, Inc. under Section 2.2 of the Asset Purchase Agreement dated as of November 17, 1994 among the Borrower, National Data Products, Inc. and the Shareholder Indemnitors named therein) to the extent permitted by the Subordination Agreements or the other subordination provisions applicable thereto, (b) make cash dividends and distributions, and redeem shares 42 48 of its capital stock for cash, in an aggregate amount not to exceed $1,000,000 in any fiscal year, if, immediately after making any such dividend, distribution or redemption, Availability equals or exceeds $1,000,000, and (c) convert any Subordinated Indebtedness into stock of the Borrower, provided no distribution of cash or other consideration (other than stock) is made to any such converting holder of Subordinated Indebtedness.
Restricted Distributions and Payments, Etc. Declare or make any Restricted Distribution or Restricted Payment in any Fiscal Year which, when added to all other Restricted Distributions and Restricted Payments made in the same Fiscal Year of Heafxxx, xxuld exceed $2,000,000; PROVIDED, that Restricted Payments shall not include any non-compete, bonus or "earn-out" payments payable (i) to the former stockholders of CPW pursuant to agreements in effect on the Effective Date or (ii) in connection with an Acquisition by Heafxxx xx any other Loan Party after the Effective Date that is permitted under SECTION 11.4(A).
Restricted Distributions and Payments, Etc. Declare or make ------------------------------------------- any Restricted Distribution or Restricted Payment, except payments for the repurchase by Borrower of its Capital Stock in an aggregate amount not exceeding $2,000,000, subject to Section 10.14 and provided, that no Default or Event of Default exists at the time of, or after giving effect to, any such payment.
Restricted Distributions and Payments, Etc. Declare or make any Restricted Distribution or Restricted Payment, except that this SECTION 12.6 shall not apply to (a) any Permitted Investment or (b) any Permitted Repurchases or (c) cash dividends on its capital stock declared and paid by Russell during any Fiscal Year in an amount not to exceed the sum of (i) $5,750,000 and (ii) an amount equal to the lesser of (A) 25% of Excess Cash Flow for such Fiscal Year and (b) $19,250,000, PROVIDED that, after giving effect on a pro forma basis to any such payment described in CLAUSES (a), (b) OR (c) above, no Default or Event of Default shall exist.
