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SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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such Capital Stock) in exchange for, or out of the proceeds of a substantially
concurrent offering of, shares of Capital Stock (other than Disqualified Stock)
of the Company or an Obligor (or options, warrants or other rights to acquire
such Capital Stock); (iv) the making of any principal payment or the repurchase,
redemption, retirement, defeasance or other acquisition for value of
Indebtedness of the Company which is subordinated in right of payment to the
Guaranty or Indebtedness of an Obligor which is subordinated in right of payment
to the Notes in exchange for, or out of the proceeds of, a substantially
concurrent offering of, shares of the Capital Stock (other than Disqualified
Stock) of the Company or an Obligor (or options, warrants or other rights to
acquire such Capital Stock); (v) payments or distributions, to dissenting
stockholders pursuant to applicable law, pursuant to or in connection with a
consolidation, merger or transfer of assets that complies with the provisions of
Article Five; (vi) Investments acquired as a capital contribution or in exchange
for Capital Stock (other than Disqualified Stock) of the Company or an Obligor;
(vii) the purchase, redemption, acquisition, cancellation or other retirement
for value of shares of Capital Stock of the Company or an Obligor, options for
any such shares or related stock appreciation rights or similar securities held
by officers or employees or former officers or employees (or their estates or
beneficiaries under their estates), upon death, disability, retirement or
termination of employment or pursuant to any agreement under which such shares
of stock or related rights were issued; provided that the aggregate
consideration paid for such purchase, redemption, acquisition, cancellation or
other retirement of such shares or related rights after the Closing Date does
not exceed $2 million; (viii) the declaration or payment of dividends on the
Common Stock of the Company or an Obligor following a Public Equity Offering of
such Common Stock, of up to 6% per annum of the Net Cash Proceeds received by
the Company or such Obligor in such Public Equity Offering; (ix) for so long as
the Company or any Restricted Subsidiary is treated as a pass-through entity for
United States federal income tax purposes, distributions to equity holders of
the Company or any Restricted Subsidiary in an amount not to exceed the Tax
Amount for such period; or (x) other Restricted Payments in an aggregate amount
not to exceed $10 million; provided that, except in the case of clauses (i) and
(iii), no Default or Event of Default shall have occurred and be continuing or
occur as a consequence of the actions or payments set forth therein.

     Each Restricted Payment permitted pursuant to the preceding paragraph
(other than the Restricted Payment referred to in clause (ii) thereof, an
exchange of Capital Stock for Capital Stock or Indebtedness referred to in
clause (iii) or (iv) thereof and an Investment referred to in clause (vi)
thereof), and the Net Cash Proceeds from any issuance of Capital Stock referred
to in clauses (iii) and (iv), shall be included in calculating whether the
conditions of clause (C) of the first paragraph of this Section 4.04 have been
met with respect to any subsequent Restricted Payments. In the event the
proceeds of an issuance of Capital Stock of the Company or an Obligor are used
for the redemption, repurchase or other acquisition of the Notes, or
Indebtedness that is pari passu with the Notes or the Guaranty, then the Net
Cash Proceeds of such issuance shall be included in clause (C) of the first
paragraph of this Section 4.04 only to the extent such proceeds are not used for
such redemption, repurchase or other acquisition of Indebtedness.