iesy Repository GmbH - Irish Stock Exchange
iesy Repository GmbH - Irish Stock Exchange
iesy Repository GmbH - Irish Stock Exchange
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Date of any Indebtedness that has been converted into or exchanged for Capital <strong>Stock</strong> of the Issuer (other than<br />
Disqualified <strong>Stock</strong> or Designated Preference Shares) or Subordinated Shareholder Funding (plus the amount of any<br />
cash received by the Issuer or any Restricted Subsidiary upon such conversion or exchange);<br />
(iv) the amount equal to the net reduction in Restricted Investments made by the Issuer or any of its Restricted<br />
Subsidiaries resulting from:<br />
(A) repurchases, redemptions or other acquisitions or retirements of any such Restricted Investment,<br />
proceeds realized upon the sale or other disposition to a Person other than the Issuer or a Restricted Subsidiary of<br />
any such Restricted Investment, repayments of loans or advances or other transfers of assets (including by way of<br />
dividend, distribution, interest payments or returns of capital) to the Issuer or any Restricted Subsidiary; or<br />
(B) the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued, in each case, as<br />
provided in the definition of “Investment”) not to exceed, in the case of any Unrestricted Subsidiary, the amount<br />
of Investments previously made by the Issuer or any Restricted Subsidiary in such Unrestricted Subsidiary,<br />
which amount, in each case under this clause (iv), was included in the calculation of the amount of Restricted<br />
Payments; provided, however, that no amount will be included in Consolidated Net Income for purposes of the<br />
preceding clause (i) to the extent that it is (at the Issuer’s option) included under this clause (iv); and<br />
(v) the amount of the cash received by the Issuer or any of its Restricted Subsidiaries in connection with:<br />
(A) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary or an employee stock<br />
ownership plan or trust established by the Issuer or any Subsidiary of the Issuer for the benefit of its employees<br />
to the extent funded by the Issuer or any Restricted Subsidiary) of Capital <strong>Stock</strong> of an Unrestricted Subsidiary of<br />
the Issuer; and<br />
(B) any dividend or distribution made by an Unrestricted Subsidiary to the Issuer or a Restricted<br />
Subsidiary;<br />
provided, however, that no amount will be included in Consolidated Net Income for purposes of the preceding<br />
clause (i) to the extent that it is (at the Issuer’s option) included under this clause (v); provided, further, however,<br />
that such amount shall not exceed the amount included in the calculation of the amount of Restricted Payments.<br />
The foregoing provisions will not prohibit any of the following (collectively, “Permitted Payments”):<br />
(1) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Capital <strong>Stock</strong>, Disqualified<br />
<strong>Stock</strong>, Designated Preference Shares, Subordinated Shareholder Funding, Subordinated Indebtedness or Subsidiary<br />
Guarantor Subordinated Indebtedness made by exchange (including any such exchange pursuant to the exercise of a<br />
conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out<br />
of the proceeds of the substantially concurrent sale of, Capital <strong>Stock</strong> of the Issuer (other than Disqualified <strong>Stock</strong> or<br />
Designated Preference Shares), Subordinated Shareholder Funding or a substantially concurrent contribution to the equity<br />
(other than through the issuance of Disqualified <strong>Stock</strong> or Designated Preference Shares or through an Excluded<br />
Contribution) of the Issuer; provided, however, that to the extent so applied, the Net Cash Proceeds from such sale of<br />
Capital <strong>Stock</strong> or Subordinated Shareholder Funding or such contribution will be excluded from clause (c)(ii) of the<br />
preceding paragraph;<br />
(2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness<br />
or Subsidiary Guarantor Subordinated Indebtedness made by exchange for, or out of the proceeds of the substantially<br />
concurrent sale of, Refinancing Indebtedness permitted to be Incurred pursuant to the covenant described under “—<br />
Certain Covenants—Limitation on Indebtedness” above;<br />
(3) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Preferred <strong>Stock</strong> of the Issuer<br />
or a Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Preferred<br />
<strong>Stock</strong> of the Issuer or a Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to<br />
the covenant described under “—Certain Covenants—Limitation on Indebtedness” above, and that in each case,<br />
constitutes Refinancing Indebtedness;<br />
(4) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness<br />
or Subsidiary Guarantor Subordinated Indebtedness:<br />
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