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SEC Filings

8-K
NN INC filed this Form 8-K on 10/20/2015
Entire Document
 


(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee in exchange for, or with the net cash proceeds from a substantially concurrent incurrence of, Permitted Refinancing Indebtedness;

(4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;

(5) so long as no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any current or former officer, director or employee of the Company or any Restricted Subsidiary (or permitted transferees of such officers, directors or employees) pursuant to any equity subscription agreement, stock option agreement, stockholders’ agreement or similar agreement or other agreement approved by the Board of Directors; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $5.0 million in any twelve-month period, with unused amounts pursuant to this clause (5) being carried over to one or more succeeding twelve-month periods; provided that in no event shall such amount exceed $10.0 million in any twelve-month period;

(6) the repurchase of Equity Interests deemed to occur upon the exercise of stock options, warrants or other convertible securities to the extent such Equity Interests represent all or a portion of the exercise price of those stock options, warrants or other convertible securities or are surrendered in connection with satisfying any federal or state income tax withholding obligation related to any such exercise or vesting of any stock options, warrants, convertible securities or other equity award;

(7) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary of the Company issued on or after the Issue Date not in violation of the covenant described in Section 4.09 hereof to the extent such dividends are included in the definition of “Fixed Charges”;

(8) the declaration and payment of regular quarterly dividends on the Company’s common Equity Interests in accordance with past practice and not to exceed $20.0 million per fiscal year;

(9) cash payments in lieu of issuance of fractional shares in connection with the exercise of warrants, stock options or other securities convertible into or exchangeable for the Equity Interests of NN, Inc. or a Restricted Subsidiary;

(10) the repurchase of Equity Interests deemed to occur (A) upon the exercise of stock options, warrants or similar rights to the extent such Equity Interests represent a portion of the exercise price of those stock options or warrants, (B) as a result of common shares utilized to satisfy tax withholding obligations upon exercise of stock options or vesting of other equity awards or (C) upon the cancellation of stock options, warrants or other equity awards;

(11) the purchase, repurchase, redemption or other acquisition or retirement for nominal value of common stock or preferred stock purchase rights issued in connection with any stockholder rights plan that may be adopted by the Company;

(12) for the avoidance of doubt, the Transactions and the payment of fees and expenses in connection with the Transactions and the payment of Receivables Fees; and

 

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