Restricted Payments

Restricted Payments. (all such payments and other actions set forth in clauses (i) through (v) above being collectively referred to as "Restricted Payments").

Restricted Payments. In relation to the Borrower or any of its Subsidiaries, (a) the declaration or payment of any dividend on or in respect of any shares of any class of capital stock or units of partnership or membership interests of a limited liability company, as applicable, of such Person, other than dividends payable solely in shares of common stock or units of partnership or membership interests of a limited liability company, as applicable,... of such Person; the purchase, redemption, or other retirement of any shares of any class of capital stock or units of partnership or membership interests of a limited liability company, as applicable, of such Person, directly or indirectly through a Subsidiary or otherwise; the return of capital by such Person to its shareholders or other equity holders as such; or any other distribution on or in respect of any shares of any class of capital stock or units of partnership or membership interests of a limited liability company, as applicable, of such Person; (b) any payment or prepayment by such Person (whether of principal, premium, interest or other sum) of or on account of, any payment or other distribution on account of the redemption, repurchase, defeasance, retirement or other acquisition for value of, or any sinking fund payment in respect of, Indebtedness of such Person which is subordinated to the Obligations, other than the repayment, redemption, repurchase or defeasance of Indebtedness of such Person by such Person solely from the proceeds of Permitted Refinancing Indebtedness arising in connection with the refinancing of such Indebtedness (provided that the Borrower may pay any premium on any such Indebtedness out of cash on hand or borrowings hereunder); and (c) any loan or advance by such Person to, or any other Investment by such Person in, any Affiliate of such Person (other than the Borrower or any of its Subsidiaries); and (d) any other payment or distribution (whether by cash, obligations, securities or other property) to any Affiliate of such Person (other than the Borrower or any of its Subsidiaries). View More

Restricted Payments. Shall have the meaning set forth in paragraph 5B hereof.

Restricted Payments. Declare or pay any dividend (other than dividends payable solely in common stock of the Borrower) 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 shares of any class of Capital Stock of the Borrower or any warrants or options to purchase any ... such Stock, 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 the Borrower or any Subsidiary (such declarations, payments, setting apart, purchases, redemptions, defeasances, retirements, acquisitions and distributions being herein called "Restricted Payments"). Notwithstanding the foregoing, however, the Borrower may: (i) repurchase the Capital Stock of the Borrower pursuant to any currently existing or subsequently adopted stock repurchase program without any limitations, provided, that the ratio of Consolidated Senior Indebtedness to Consolidated EBITDA as of the last day of any Rolling Period (calculated on a pro forma basis as if such repurchase of Capital Stock of the Borrower, and the incurrence of any Indebtedness by any Loan Party in connection therewith, had occurred immediately prior to such day) is less than 1.0 to 1.0. From and after the last day of any Rolling Period (beginning with the Rolling Period ended immediately prior to the Closing Date) for which the ratio of Consolidated Senior Indebtedness to Consolidated EBITDA as of the last day of any such Rolling Period (calculated on a pro forma basis as if such repurchase of Capital Stock of the Borrower, and the incurrence of any Indebtedness by any Loan Party in connection therewith, had occurred immediately prior to such day) is 1.0 to 1.0 or greater (such day, the "Limitation Date"), the Borrower shall be subject to a limitation of $15,000,000 in the aggregate for all such repurchases of Capital Stock (the "Limitation") from and after the Limitation Date. The Limitation described previously shall not be applicable during any subsequent Rolling Period in which the ration described herein for such Rolling Period is less than 1.0 to 1.0. For any subsequent Rolling Period in which the ratio described herein for such Rolling Period is 1.0 to 1.0 or greater, the Limitation shall again be $15,000,000 in the aggregate from and after any such subsequent Rolling Period, and (ii) declare and pay cash dividends to its shareholders, provided, that both prior to and after giving effect to the payment of such dividends, (A) the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.01 and (B) no Event of Default has occurred and is continuing. View More

Restricted Payments. Borrower will not, directly or indirectly make any of the following payments ("Restricted Payments") without prior written consent from IBM Credit, which shall not be unreasonably withheld: (i) declare or pay any dividend (other than dividends payable solely in common stock of Borrower and dividends not to exceed $600,000 to be paid in fiscal year 2003 for which consent is hereby given) 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 shares of any class of capital stock of Borrower or any warrants, options or rights to purchase any such capital stock or Equity Interests, 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 Borrower; or (ii) make any optional payment or prepayment on or redemption (including, without limitation, by making payments to a sinking or analogous fund) or repurchase of any Indebtedness (other than the Obligations or payments of the revolving loans made by Congress made in the ordinary course administration thereof pursuant to the Congress Credit Agreement)), except as permitted by the Amended and Restated Notes Payable Subordination Agreement. View More

Restricted Payments. Has the meaning given to it in Section 4.07 of the Indenture on the date hereof.

Restricted Payments. Directly or indirectly declare or make any Restricted Payment, or set aside any funds for any such purpose, other than (a) 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 Reseller's Subsidiaries may make Restricted Payments to Reseller or a wholly owned Subsidiary of Reseller, (b) Restricted Payments for the sole purposes of purchasing... Reseller's stock from employees of Reseller and its Subsidiaries upon termination of employment of any such employee so long as (i) no Default or Event of Default shall have occurred and be continuing or result therefrom and (ii) the aggregate amount of all such Restricted Payments shall not exceed $500,000 during any 365-day period, (c) Restricted Payments for the sole purpose of purchasing a sufficient number of shares of Reseller's stock from employees of Reseller to equal tax payments owed by such employees due on gains in value with respect to such stock so long as (i) no Default or Event of Default shall have occurred and be continuing or result therefrom and (ii) the aggregate amount of all such Restricted Payments shall not exceed $500,000 during any 365-day period, (d) Restricted Payments in respect of which Reseller shall have delivered evidence satisfactory to Administrative Agents that the following conditions have been satisfied before and after giving effect to any such Restricted Payment: (i) no Event of Default shall have occurred and be continuing or result from such Restricted Payment, (ii) the aggregate amount of all such Restricted Payments shall not exceed $500,000 during any 365-day period and (iii) when the Restricted Payment is made Reseller has availability under the Revolving Loan Facility of at least equal to the Restricted Payment, and (e) as may be otherwise permitted by Section 15.11. View More

Restricted Payments. (i) Declare or pay any dividend or other distribution, direct or indirect, on account of its Capital Stock now or hereafter outstanding, (ii) make any payment pursuant to a guaranty by Issuer or any Subsidiary of the Issuer of any PMGI Note or any Seller Note, (iii) repurchase, redeem, retire, defease, make any payment in respect of a sinking fund or similar payment, purchase or make any other acquisition for value, direct or indirect, of its Capital Stock or any direct or indirect parent of... any Obligor, now or hereafter outstanding, (iv) make any payment to retire, or to obtain the surrender of, any outstanding warrants, options or other rights for the purchase or acquisition of shares of any class of its Capital Stock, now or hereafter outstanding, (v) return its Capital Stock to any shareholders or other equity holders of any Obligor or any of its Sub sidiaries, or make any other distribution of property, assets, shares of Capital Stock, warrants, rights, options, obligations or securities thereto as such or (vi) except for transactions set forth on Schedule 7.02(h)(i) with respect to the Issuer and Schedule 7.02(h)(ii) with respect to PMGI, hereto, pay any salaries, bonuses, management fees, or other form of compensation, fees or expenses (including the reimbursement thereof by any Obligor or its Subsidiaries) to any of its stockholders or other equityholders, Subsidiaries or Affiliates, or to any employees or family members thereof (collectively, "Restricted Payments"); provided, however, (a) any Subsidiary of the Issuer may pay dividends to the Issuer or any Wholly-Owned Subsidiary of the Issuer, and any Subsidiary of PMGI which is a Subordinated Guarantor and not a Subsidiary of the Issuer may pay dividends to PMGI, and (b) provided that (i) no Default or Event of Default is continuing or would result therefrom, the Issuer may (X) make Restricted Payments described in clause (i) above to PMGI in the amounts of (i) not more than $6.0 mi llion during the first Fiscal Quarter of 2008 ($5.0 million of which is to be used for general corporate purposes, including but not limited to the payment of fees and expenses incurred by PMGI in connection with and related to the preparation and filing of registration statements for the public offering of securities of PMGI and $1.0 million of which shall be limited in use to payment of actual fees and expenses of third parties in connection with such public offering of PMGI securities); and (ii) not more than $1.0 million each subsequent Fiscal Quarter of 2008 (the use of which shall be limited to payment of actual fees and expenses of third parties in connection with such public offering of PMGI securities); and (Y) make additional Restricted Payments described in clauses (i), (ii), (iii) and (iv) above, in an aggregate amount not to exceed an amount equal to the lesser of (A) the Available Excess Cash Flow for the Fiscal Quarter most recently ended before an additional Restricted Payment is pr oposed to be made and (B) the amount of interest payments on the PMGI Notes (other than the Subordinated Notes) which are required to paid in the Fiscal Quarter in which such additional Restricted Payment is made, and PMGI shall be required to use the full amount of such additional Restricted Payment to make such interests payments. View More

Restricted Payments. Restricted Payments by Holdings to repurchase, redeem or retire Stock or Stock Equivalents of Holdings pursuant to the Stock Repurchase Program solely using funds in the Stock Repurchase Account; provided, however, that no action that would otherwise be permitted hereunder in reliance upon this clause (d) shall be permitted (A) other than from funds held on deposit in the Stock Repurchase Account and permitted to be deposited therein pursuant to Section 8.18 or (B) at any time, if the amount of... any Restricted Payment made under this clause (d) would cause the aggregate amount of Restricted Payments paid under this clause (d) since the Closing Date to exceed $20,000,000. View More

Restricted Payments. Ventures. A Venture may make one or more Restricted Payments for tax distributions and for the redemption of Capital Stock in a Venture (including subsequent payments on Indebtedness arising from the deferral of a payment created in connection with the redemption of Capital Stock in a Venture so long as the deferred payment is not guaranteed by a Loan Party) may be made by the Borrower to a Venture to be distributed to any Person holding a minority interest in the Capital Stock of such Venture... so long as no Default or Event of Default exists at the time of the Restricted Payment or would exist immediately after giving effect thereto. View More