Debt; Certain Equity Securities Clause Samples
The 'Debt; Certain Equity Securities' clause defines the rules and limitations regarding a party's ability to incur debt or issue specific types of equity securities. Typically, this clause outlines what forms of borrowing or equity issuance are permitted, restricted, or require prior approval, such as taking on new loans, issuing preferred shares, or convertible securities. Its core function is to protect the interests of existing stakeholders by preventing actions that could dilute ownership, increase financial risk, or otherwise alter the capital structure without oversight.
Debt; Certain Equity Securities. (a) Parent and Borrowers will not, and will not permit any Restricted Subsidiary of a Borrower to, create, incur, assume or permit to exist any Debt, except:
(i) Debt of Loan Parties arising under the Loan Documents;
(ii) Debt outstanding on the Effective Date and listed on Schedule 7.01 and any Permitted Refinancing thereof;
(iii) Guarantees by Parent, Borrowers and their Subsidiaries in respect of Debt of any Borrower or any Restricted Subsidiary of any Borrower otherwise permitted hereunder; provided that (A) such Guarantee is otherwise permitted by Section 7.04, (B) no Guarantee by any such Subsidiary of any Junior Financing shall be permitted unless such Subsidiary shall have also provided a Guarantee of the Obligations pursuant to this Agreement, and (C) if the Debt being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable (as reasonably determined by the Required DDTL Approving Lenders) taken as a whole, to the Agents and Lender Parties as those contained in the subordination of such Debt;
(iv) unsecured Debt of Parent, any Borrower or any Restricted Subsidiary of a Borrower owing to Parent, any Borrower or any Subsidiary of Parent;
(A) Debt (including Capital Lease Obligations) of any Borrower or any Restricted Subsidiary of a Borrower financing the acquisition, construction, repair, replacement, installation or improvement of any property (real or personal, and whether through the direct purchase of property or the Equity Interest of any person owning such property); provided that such Debt is incurred concurrently with or within 270 days after the applicable acquisition, construction, repair, replacement, installation or improvement, and (B) any Permitted Refinancing of any Debt set forth in the immediately preceding subclause (A); provided further that, at the time of any such incurrence of Debt and after giving pro forma effect thereto and to the use of the proceeds thereof, the aggregate principal amount of Debt that is outstanding in reliance on this subclause (v) shall not exceed $25,000,000 as of such time;
(vi) Debt in respect of Swap Contracts entered into to hedge or mitigate risks to which Parent, any Borrower or any Restricted Subsidiary of a Borrower has actual exposure (other than those in respect of shares of capital stock or other Equity Interests of Parent, any Borrower or any Restricted Subsidiary of a Borrower), including Swap Cont...
Debt; Certain Equity Securities. (a) The Borrower shall not, and shall not permit any of its Material Subsidiaries to, create, incur, assume or permit to exist any Debt, except:
(i) Debt created under the Loan Documents;
(ii) Debt existing on the date hereof (other than Debts that, individually, do not exceed $1,000,000 in principal amount and, in the aggregate, do not exceed $10,000,000) and listed in Schedule 6.01;
(iii) Debt of Material Subsidiaries to the Borrower or to other Material Subsidiaries;
(iv) Debt of $100,000,000 in principal amount incurred on November 13, 2003 by the Borrower pursuant to a note offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Placed Debt”), which Placed Debt at all times shall be on terms consistent in all material respects with those previously disclosed to the Administrative Agent and the Lenders and in effect on the Effective Date (the “Existing Terms”), and any Debt, not greater than $100,000,000 in principal amount and otherwise on terms not more restrictive on or otherwise less favorable to the Borrower in any material respect than the Existing Terms, in exchange therefor, whether or not the notes, debentures or other instruments evidencing such exchange Debt are exempt from such registration requirements (without limiting the generality of the foregoing, it is the intention hereby that the terms of the Placed Debt, including the effect of any modification thereof, and the terms of any Debt in exchange or replacement thereof, (i) provide for a final scheduled maturity not earlier than March 31, 2017 and (ii) otherwise shall not be more restrictive on, or otherwise less favorable to, the Borrower in any material respect than the Existing Terms);
(v) additional Debt of the Borrower and its Material Subsidiaries (including, without limitation, Capital Lease Obligations and other Debt secured by Liens permitted under Section 6.02 hereof) up to but not exceeding $15,000,000 in the aggregate at any one time outstanding as to all such Debt described in this clause (v);
(vi) Debt secured by the mortgage Lien described in Section 6.02(vi) hereof so long as the unpaid principal balance thereof does not at any time exceed $25,000,000; and
(vii) additional unsecured Debt not to exceed $25,000,000 in aggregate principal amount at any time outstanding as to the Borrower and its Subsidiaries on a Consolidated basis.
(b) The Borrower shall not issue Current Redeemable Equity.
Debt; Certain Equity Securities. 78 Section 6.02. Liens...........................................................................79 Section 6.03. Fundamental Changes.............................................................80 Section 6.04. Investments, Loans, Advances, Guarantees and Acquisitions...........................................................................81 Section 6.05. Asset Sales.....................................................................84 Section 6.06.
Debt; Certain Equity Securities. 62 Section 6.02. Liens............................................................ 65 Section 6.03.
Debt; Certain Equity Securities. The Borrower shall not create, incur, assume or permit to exist any Debt, except:
(i) Debt created under the Loan Documents;
(ii) Debt existing on the date hereof and refinancings, extensions, renewals or refundings of such Debt that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof;
(iii) other unsecured Debt (1) that is on terms and conditions and subject to covenants that, taken as a whole, are no more restrictive than the terms, conditions and covenants contained in this Agreement and (2) having a maturity date on or before first anniversary of the Revolving Availability Termination Date;
(iv) Capital Lease Obligations of the Borrower not to exceed $10,000,000 in the aggregate outstanding at any time;
(v) Ordinary Course Debt; and
(vi) Debt secured by Liens permitted under Section 6.06(iv), so long as the aggregate unpaid principal balance thereof, on a Consolidated basis, does not exceed $10,000,000 at any time.
Debt; Certain Equity Securities. Neither the U.S. Borrower nor any Restricted Subsidiary will create, incur, assume or permit to exist any Debt (including Acquired Debt), and no Restricted Subsidiary shall issue any preferred stock, except:
(i) Debt created under the Loan Documents;
(ii) (A) (x) Senior Notes outstanding on the Second Amendment Effective Date and (y) other unsecured Debt; provided that, at the time of the incurrence, creation or assumption of such other unsecured Debt, (1) the Total Leverage Ratio does not exceed 6.00 to 1.00 and (2) the ratio of (a) EBITDA to
Debt; Certain Equity Securities. No Consolidated Entity will create, incur, assume or permit to exist any Debt (including Acquired Debt), and no Restricted Subsidiary shall issue any preferred stock, except:
(i) Debt created under the Loan Documents;
Debt; Certain Equity Securities. (a) The Borrower shall not, and shall not permit any of its Material Subsidiaries to, create, incur, assume or permit to exist any Debt, except:
(i) Debt created under the Loan Documents;
(ii) Debt existing on the date hereof (other than Debts that, individually, do not exceed $1,000,000 and, in the aggregate, do not exceed $5,000,000 in principal amount) and listed in Schedule 6.01;
(iii) Debt of Material Subsidiaries to the Borrower or to other Material Subsidiaries;
(iv) Debt of the Borrower and its Material Subsidiaries (including, without limitation, Capital Lease Obligations) secured by Liens permitted under clause (iii) or clause (iv) of Section 6.02 hereof;
(v) Subordinated Debt; and
(vi) additional unsecured Debt not to exceed $5,000,000 in aggregate principal amount at any time outstanding as to the Borrower and its Subsidiaries on a Consolidated basis.
(b) The Borrower shall not issue Current Redeemable Equity.
Debt; Certain Equity Securities. Neither the Borrower nor any Restricted Subsidiary will create, incur, assume or permit to exist any Debt (including Acquired Debt), and no Restricted Subsidiary shall issue any preferred stock, except:
(i) Debt created under the Loan Documents;
(ii) the Senior Notes;
(iii) Second Lien Senior Secured Debt in an aggregate principal amount not to exceed, at the time incurred, the greater of (x) $140,000,000 and (y) 12% of Consolidated Net Tangible Assets determined at the date of the incurrence of such Second Lien Senior Secured Debt, provided, that no Default shall have occurred and be continuing or result therefrom, and provided further that after giving effect thereto, the Borrower is in Pro Forma Compliance with the covenants contained in Section 6.11, Section 6.12 and Section 6.13, calculated based on the relevant financial statements delivered pursuant to Section 5.01, as though such incurrence occurred at the beginning of the period covered thereby;
(iv) Debt existing on the date hereof and listed in Schedule 6.01 and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof;
Debt; Certain Equity Securities. (a) The Borrower shall not, and shall not permit any of its Material Subsidiaries to, create, incur, assume or permit to exist any Debt, except:
(i) Debt created under the Loan Documents;
(ii) Debt existing on the date hereof (other than Debts that, individually, do not exceed $1,000,000 in principal amount and, in the aggregate, do not exceed $10,000,000) and listed in Schedule 6.01 and any refinancing, extension, renewal or refunding of any such Debt that does not increase the principal thereof;