Common use of Designation of Restricted and Unrestricted Subsidiaries Clause in Contracts

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 10 contracts

Samples: Senior Notes Indenture (Genesis Energy Lp), Twenty First Supplemental Indenture (Genesis Energy Lp), Twentieth Supplemental Indenture (Genesis Energy Lp)

AutoNDA by SimpleDocs

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 hereof or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 9 contracts

Samples: Second Supplemental Indenture (Whiting Petroleum Corp), Fourth Supplemental Indenture (Whiting Petroleum Corp), Fifth Supplemental Indenture (Whiting Petroleum Corp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under the first paragraph of the covenant described above in Section 4.07(a3.4(a) or represent Permitted Investments, as determined by the Company. That designation shall will only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described above in Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio3.3, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 7 contracts

Samples: Indenture (Venoco, Inc.), Indenture (Venoco, Inc.), Indenture (TexCal Energy (LP) LLC)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary of the Company to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 7 contracts

Samples: Indenture (Linn Energy, LLC), Indenture (Linn Energy, LLC), Indenture (Linn Energy, LLC)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company Ventas, Inc. may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Company Ventas, Inc. and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 or represent Permitted Investments, as determined by the Company. Ventas, Inc. That designation shall will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company Ventas, Inc. may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanySubsidiary; provided provided, however that such designation will be deemed to be an incurrence of Indebtedness Debt by a Restricted Subsidiary of the Company Ventas, Inc. of any outstanding Indebtedness Debt of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness Debt is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, 4.09 and 4.10 calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, ; and (2) no Default or Event of Default would be in existence following such designation.

Appears in 6 contracts

Samples: Indenture (Ventas Inc), Indenture (Ventas Inc), Indenture (Ventas Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation no Default or Event of Default would not cause a Defaultbe in existence following such designation. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 of this Indenture or represent under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation shall will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation will only be permitted if (1a) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning 4.09 of the four-quarter reference period, this Indenture and (2b) no Default or Event of Default would be in existence following such designation.

Appears in 5 contracts

Samples: Senior Notes Indenture (AdaptHealth Corp.), Senior Notes Indenture (AdaptHealth Corp.), Senior Notes Indenture (AdaptHealth Corp.)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; Subsidiary, provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 5 contracts

Samples: Indenture (Global Partners Lp), Indenture (Global Partners Lp), Indenture (Global Partners Lp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 4 contracts

Samples: Indenture (American Midstream Partners, LP), Indenture (Martin Midstream Partners Lp), Indenture (Crosstex Energy Lp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary (including any acquired or newly formed Subsidiary) of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 hereof or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage RatioRatio test set forth in the first paragraph of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence immediately following such designation.

Appears in 4 contracts

Samples: Fifth Supplemental Indenture (Whiting Petroleum Corp), Sixth Supplemental Indenture (Whiting Petroleum Corp), Third Supplemental Indenture (Whiting Petroleum Corp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company Managing General Partner may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company Managing General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 4 contracts

Samples: Indenture (Inergy L P), Indenture (Inergy L P), Indenture (Inergy L P)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board Borrower’s board of Directors of the Company directors may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. Any designation of a Restricted Subsidiary as an Unrestricted Subsidiary will be deemed to be a designation of each of such entity’s Subsidiaries as Unrestricted Subsidiaries. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company Borrower and its Restricted Subsidiaries in the Subsidiary properly designated an Unrestricted Subsidiary will either be deemed to be an Investment made as of the time tine of the such designation that will and may reduce the amount available for Restricted Payments under Section 4.07(a) 6.10 or represent under one or more of the clauses of the definition of “Permitted Investments, ,” as determined by the CompanyBorrower. That designation shall will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board ” Any designation of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by delivery to the Administrative Agent a certified copy of the board resolution giving effect to such designation and a certificate of a Financial Officer certifying that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof complied with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, preceding conditions and (2) no Default or Event of Default would be in existence following such designationwas not prohibited by Section 6.10.

Appears in 4 contracts

Samples: Credit Agreement (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company OI Group may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the businesses currently operated by the Company and OBGC be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Company OI Group and its Restricted Subsidiaries in the Subsidiary properly so designated will either shall be deemed to be an a Restricted Investment made as of the time of the such designation and that will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the such Investment would be permitted at that time and if the such Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company OI Group may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanySubsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company OI Group of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage RatioSection 4.13, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, ; and (2) no Default or Event of Default would shall be in existence following such designation.

Appears in 4 contracts

Samples: Supplemental Indenture (Owens-Illinois Group Inc), Indenture (Owens-Illinois Group Inc), Indenture (Owens-Illinois Group Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof Section 4.09(a) with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 3 contracts

Samples: Indenture (USA Compression Partners, LP), Indenture (USA Compression Partners, LP), Indenture (USA Compression Partners, LP)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Company's Board of Directors of the Company may designate any Restricted of its Subsidiaries, including any newly formed Subsidiary or any Person that will become a Subsidiary by way of the Company acquisition, to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary any of the Company Company's Restricted Subsidiaries is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the newly designated Unrestricted Subsidiary properly designated will either be deemed to be an Investment made as of the time of the that designation that and will either reduce the amount available for Restricted Payments under Section 4.07(a4.10(a) or represent 4.10(b) or reduce the amount available for future Investments under one or more clauses of the definition of "Permitted Investments, ," as determined by the CompanyCompany determines in its sole discretion. That The designation shall of such a Subsidiary or Person as an "Unrestricted Subsidiary" will only be permitted if if, in the case of a Restricted Subsidiary, the deemed Investment would be permitted at the time the Restricted Subsidiary is designated as an Unrestricted Subsidiary and, in any case, if that time and if Subsidiary or Person otherwise satisfies the Subsidiary so designated otherwise meets requirements set forth in the definition of an "Unrestricted Subsidiary. (b) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation."

Appears in 3 contracts

Samples: Indenture (Armstrong World Industries Inc), Indenture (Armstrong World Industries Inc), Indenture (S&c Holdco 3 Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be either: (1) an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07(a4.08; or (2) a Permitted Investment under one or represent more clauses of the definition of Permitted Investments, as determined by the Company. That designation shall will only be permitted if the Investment would be permitted at that time and if the such Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board Any designation of Directors a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.08. (c) The Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation will only be permitted if if: (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter applicable reference period, and ; and (2) no Default or Event of Default would be in existence following such designation. If such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company will be in default of such covenant.

Appears in 3 contracts

Samples: Indenture (Permian Resources Corp), Indenture (Permian Resources Corp), Indenture (Permian Resources Corp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if no Default has occurred and is continuing at the time of such designation and if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either shall be deemed to be an Investment made as of the time of the designation that will and shall reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated of the Company otherwise meets the definition of an Unrestricted Subsidiary. (b) . In addition, no such designation may be made unless the proposed Unrestricted Subsidiary does not beneficially own any Capital Stock in any Restricted Subsidiary that is not simultaneously subject to designation as an Unrestricted Subsidiary. The Board of Directors of the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by Company if the redesignation would not cause a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designationDefault.

Appears in 3 contracts

Samples: Indenture (Asbury Automotive Group Inc), Indenture (Asbury Automotive Group Inc), Indenture (Crown Battleground LLC)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if: (1) immediately after giving effect to such designation, the Company could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test under the first paragraph of Section 4.09; (2) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; and (3) the Company certifies that such designation complies with this Section 4.17. Any such designation by the Board of Directors shall be evidenced by the Company promptly filing with the Trustee a copy of the resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding provisions. The Board of Directors may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if under the circumstances and pursuant to the requirements described in the definition of “Unrestricted Subsidiary,” which requirements include that such designation will be made in compliance with this Section 4.17. For purposes of making the determination as to whether such designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiarybe made in compliance with this Section 4.17, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary properly so designated will either be deemed to be an Investment made as of Restricted Payments at the time of the such designation that and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) or represent Permitted Investments, as determined by the Company4.07. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that All such designation outstanding Investments will be deemed to be constitute Investments in an incurrence amount equal to the greater of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) the net book value (determined in accordance with GAAP) of such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to Investments at the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if time of such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event the Fair Market Value of Default would be in existence following such Investments at the time of such designation.

Appears in 2 contracts

Samples: Indenture (Global Geophysical Services Inc), Indenture (Global Geophysical Services Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may may, other than during a Suspension Period, designate any Restricted Subsidiary of the Company (other than any Subsidiary owning Collateral) to be an Unrestricted Subsidiary if that designation would not cause a DefaultDefault and the other requirements for such designation prescribed in the definition of “Unrestricted Subsidiary” are satisfied. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary of the Company to be a Restricted Subsidiary of the Company; , provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default (other than a Reporting Default) or Event of Default would be in existence following such designation.

Appears in 2 contracts

Samples: Indenture (Endeavor International Corp), Indenture (Endeavour International Corp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary of the Company so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 2 contracts

Samples: Indenture (Legacy Reserves Inc.), Indenture (Legacy Reserves Lp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be as an Unrestricted Subsidiary if no Default has occurred and is continuing at the time of such designation and if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07(a) hereof or represent Permitted Investments, as determined by the Company. That designation shall will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . In addition, no such designation may be made unless the proposed Unrestricted Subsidiary does not beneficially own any Equity Interests in any Restricted Subsidiary that is not simultaneously subject to designation as an Unrestricted Subsidiary. The Board of Directors of the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary of if the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by redesignation would not cause a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designationDefault.

Appears in 2 contracts

Samples: Indenture (Medco Health Solutions Inc), Indenture (Medco Health Solutions Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company (other than Finance Corp. or the Operating Partnership) to be an Unrestricted Subsidiary if that designation would not cause a DefaultDefault and, if after giving effect to such designation as if the same had occurred at the beginning of the applicable four-quarter period, the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 2 contracts

Samples: Indenture (Martin Midstream Partners L.P.), Indenture (Martin Midstream Partners L.P.)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company Parent may designate any Restricted Subsidiary of the Company Parent to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company Parent is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company Parent and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 5.07 or represent Permitted Investments, as determined by the CompanyParent. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanyParent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company Parent of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio5.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 2 contracts

Samples: Second Supplemental Indenture (Summit Midstream Partners, LP), First Supplemental Indenture (Summit Midstream Partners, LP)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 2 contracts

Samples: Indenture (Genesis Energy Lp), Indenture (Genesis Energy Lp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07(a) hereof or represent Permitted Investments, as determined by the Company. That designation shall will only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and the creation, incurrence, assumption or otherwise causing to exist any Lien of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, 4.09 hereof calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, (2) such Lien is permitted under Section 4.12 and (23) no Default or Event of Default would be in existence following such designation.

Appears in 2 contracts

Samples: Indenture (Energy Xxi (Bermuda) LTD), Indenture (Energy Xxi (Bermuda) LTD)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company OI Group may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; PROVIDED that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Company OI Group and its Restricted Subsidiaries in the Subsidiary properly so designated will either shall be deemed to be an a Restricted Investment made as of the time of the such designation and that will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the such Investment would be permitted at that time and if the such Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company OI Group may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanySubsidiary; provided PROVIDED that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company OI Group of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage RatioSection 4.13, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, ; and (2) no Default or Event of Default would shall be in existence following such designation.

Appears in 2 contracts

Samples: First Supplemental Indenture (NHW Auburn LLC), Third Supplemental Indenture (Oi Aid STS Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall there be any Unrestricted Subsidiaries on or immediately following the date of this Indenture. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly so designated will either (after giving effect to any sale of Equity Interests of such Subsidiary in connection with such designation) shall be deemed to be an a Restricted Investment made as of the time of the such designation that will and shall either reduce the amount available for Restricted Payments under Section 4.07(a) or represent reduce the amount available for future Investments under one or more clauses of the definition of "Permitted Investments, as determined by the Company. ." That designation shall only be permitted if the such Investment would be permitted at that time and if the such Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanySubsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, ; and (2) no Default or Event of Default would be in existence following such designation.

Appears in 2 contracts

Samples: Indenture (Ames True Temper, Inc.), Indenture (Ames True Temper, Inc.)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if Subsidiary; provided that (i) such designation would not cause a Default. If a Restricted Subsidiary Default and (ii) one of the Company is following: (a) the Subsidiary to be so designated as an Unrestricted Subsidiaryhas total assets of U.S.$1,000 or less or (b) if such Subsidiary has total assets greater than U.S.$1,000, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment Issuer would be permitted at that time and if under Section 4.1(b) to make a Restricted Payment in the amount equal to the aggregate Fair Market Value of all Investments by the Parent Guarantor, the Issuer or any Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted in such Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanySubsidiary; provided that (i) such designation will be deemed to be an incurrence of Indebtedness by not cause or result in a Restricted Subsidiary of the Company of Default; (ii) any outstanding Indebtedness of such Unrestricted Subsidiary and outstanding at the time of such designation which will only be deemed to have been Incurred by such newly-designated Restricted Subsidiary as a result of such designation would be permitted if to be Incurred by Section 4.1(a); (1iii) any Lien on the property of such Unrestricted Subsidiary at the time of such designation which will be deemed to have been incurred by such newly-designated Restricted Subsidiary as a result of such designation would be permitted to be incurred by Section 4.1(f); and (iv) such Indebtedness Unrestricted Subsidiary is permitted under Section 4.09, either not a Subsidiary of another Unrestricted Subsidiary (that is not concurrently being designated as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designationRestricted Subsidiary).

Appears in 2 contracts

Samples: Indenture (Camposol Holding PLC), Indenture (Camposol Holding PLC)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company General Partner may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 2 contracts

Samples: Indenture (Chesapeake Midstream Partners Lp), Indenture (Inergy L P)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Defaultan Event of Default hereunder. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07(a) 5.9 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.095.11, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference periodapplicable Test Period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 2 contracts

Samples: Loan and Guaranty Agreement (Enviva Inc.), Loan and Guaranty Agreement (Enviva Inc.)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company General Partner or Holdco may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If If, after the date of this Indenture, a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be either (a) an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07(a) or represent (b) a Permitted InvestmentsInvestment, as determined by the Company. That designation shall will only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company General Partner or Holdco may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanySubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 2 contracts

Samples: Indenture (Natural Resource Partners Lp), Indenture (Natural Resource Partners Lp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 2 contracts

Samples: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Company's Board of Directors of the Company may designate any Restricted of its Subsidiaries, including any newly formed Subsidiary or any Person that will become a Subsidiary by way of the Company acquisition, to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary any of the Company Company's Restricted Subsidiaries is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the newly designated Unrestricted Subsidiary properly designated will either be deemed to be an Investment made as of the time of the that designation that and will either reduce the amount available for Restricted Payments under Section 4.07(a4.10(a) or represent 4.10(b) or reduce the amount available for future Investments under one or more clauses of the definition of "Permitted Investments, ," as determined by the CompanyCompany determines in its sole discretion. That The designation shall of such a Subsidiary or Person as an "Unrestricted Subsidiary" will only be permitted if if, in the case of a Restricted Subsidiary, the deemed Investment would be permitted at the time the Restricted Subsidiary is designated as an Unrestricted Subsidiary and, in any case, if that time and if Subsidiary or Person otherwise satisfies the Subsidiary so designated otherwise meets requirements set forth in the definition of an "Unrestricted Subsidiary. (b) " The Company's Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided if that such designation will be deemed to be an incurrence of Indebtedness by would not cause a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designationDefault.

Appears in 2 contracts

Samples: Indenture (S&c Resale Co), Indenture (S&c Resale Co)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if that it meets the following qualifications and the designation would not cause a Default. If a Restricted . (i) Such Subsidiary does not own any Capital Stock of the Company or any Restricted Subsidiary or hold any Debt of, or any Lien on any property of, the Company or any Restricted Subsidiary. (ii) At the time of designation, the designation would be permitted under Section 4.07. (iii) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Company or any Restricted Subsidiary is permitted under Section 4.06 and Section 4.07. (iv) The Subsidiary is not party to any transaction or arrangement with the Company or any Restricted Subsidiary that would not be permitted under Section 4.14. (v) Neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 4.06 and Section 4.07. Once so designated as the Subsidiary will remain an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed subject to be an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiaryparagraph (b). (b) The Board of Directors of the Company may (i) A Subsidiary previously designated an Unrestricted Subsidiary which at any time designate any Unrestricted Subsidiary fails to be a Restricted Subsidiary of meet the Company; provided that such designation qualifications set forth in paragraph (a) will be deemed to be an incurrence of Indebtedness by become at that time a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09Subsidiary, either as “Permitted Debt” or pursuant subject to the first consequences set forth in paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designationd).

Appears in 2 contracts

Samples: Indenture (Century California, LLC), Indenture (Century Aluminum Co)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board Without affecting the status of Directors any Unrestricted Subsidiaries as of the Issue Date, the Company may shall not designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of after the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted SubsidiaryIssue Date. (b) The Board of Directors of the Company may at any time designate any an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default. (c) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary, (1) all of the Company; provided that such designation its Debt and Disqualified Stock or Preferred Stock will be deemed Incurred at that time for purposes of Section 4.09 hereof but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.10 hereof; (2) Investments therein previously charged under Section 4.07 hereof will be credited thereunder; (3) it maywill be required to issue a Note Guarantee pursuant to Section 4.15 hereof; and (4) it will thenceforward be an incurrence subject to the provisions of Indebtedness this Indenture as a Restricted Subsidiary. (d) Any designation by the Company of a Subsidiary as a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant evidenced to the first paragraph thereof Trustee by promptly filing with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such Trustee an Officer’s Certificate certifying that the designation had occurred at complied with the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designationforegoing provisions.

Appears in 2 contracts

Samples: First Supplemental Indenture (Peabody Energy Corp), Transaction Support Agreement (Peabody Energy Corp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted of its Subsidiaries, including any newly formed Subsidiary or any Person that shall become a Subsidiary of the Company by way of acquisition, to be an Unrestricted Subsidiary if Subsidiary; provided that such designation would not cause a Default. If complies with Section 4.09 or under one or more clauses of the definition of Permitted Investments. (b) Upon any such designation of a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the newly designated Unrestricted Subsidiary properly designated will either shall be deemed to be an Investment made as of the time of the that designation that will and shall reduce the amount available for Restricted Payments under Section 4.07(a) 4.09 or represent Permitted Investments, as determined by reduce the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets amount available for future investments under one or more clauses of the definition of an Unrestricted Subsidiary“Permitted Investments,” as the Company determines in its sole discretion. (bc) The Board of Directors of the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided Company subject to the condition that the redesignation of such designation will Unrestricted Subsidiary as a Restricted Subsidiary would not cause a Default, it being understood that any Debt, Liens, agreements or transactions of such Unrestricted Subsidiary outstanding at the time of such redesignation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of Incurred or entered into at such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designationtime.

Appears in 2 contracts

Samples: Indenture (Pilgrims Pride Corp), Indenture (Pilgrims Pride Corp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; , provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 2 contracts

Samples: Indenture (Global Partners Lp), Indenture (Global Partners Lp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the businesses currently operated by each of NPC and SPPC be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either shall be deemed to be an Investment made as of the time of the designation that will and shall reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) or represent Permitted Investments, as determined by the Company4.07. That designation shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanySubsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, 4.09 calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, ; and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Sierra Pacific Resources /Nv/)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that upon giving effect to such designation a Default would not cause a Defaultexist. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) or represent 4.7 to the extent such Investments do not constitute Permitted Investments, as determined by the Company. That designation shall will only be permitted if the Investment Investments would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if upon giving effect to such redesignation a Default would not exist and all Indebtedness of the Company; provided that such designation Unrestricted Subsidiary will be deemed to be an incurrence incurred on the date of Indebtedness such redesignation. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a Restricted Subsidiary copy of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and Board Resolution giving effect to such designation will only be permitted if (1) and an Officers’ Certificate certifying that such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof designation complied with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designationforegoing provisions.

Appears in 1 contract

Samples: First Supplemental Indenture (Briggs & Stratton Corp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that at the time of and after giving effect to such designation would not cause a Defaultno Default or Event of Default shall have occurred or be continuing. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by of the Company and its Restricted Subsidiaries in the Subsidiary properly so designated will either be deemed to be an Investment made as of the time of the such designation that and will either (i) reduce the amount available for Restricted Payments under Section 4.07(a4.07 hereof, (ii) reduce the amount available for future Investments under one or represent more clauses of the definition of Permitted Investments, as determined by the CompanyCompany shall determine, or (iii) a combination of the foregoing. That designation shall will only be permitted if the Investment would be permitted at that time under Section 4.07(i) and (ii) hereof and if the such Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The . Subject to the last paragraph of the definition of "Unrestricted Subsidiaries," the Board of Directors of the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning time of the four-quarter reference periodand after giving effect to such redesignation, and (2) no Default or Event of Default would shall have occurred or be in existence following such designationcontinuing.

Appears in 1 contract

Samples: Indenture (Advancepcs Research LLC)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company Ventas, Inc. may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Company Ventas, Inc. and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07(a) 4.09 or represent Permitted Investments, as determined by the Company. Ventas, Inc. That designation shall will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company Ventas, Inc. may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanySubsidiary; provided provided, however, that such designation will be deemed to be an incurrence of Indebtedness Debt by a Restricted Subsidiary of the Company Ventas, Inc. of any outstanding Indebtedness Debt of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness Debt is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, 4.11 and 4.12 calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, ; and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Supplemental Indenture (Ventas Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company General Partner may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be either (a) an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a4.07 or (b) or represent a Permitted InvestmentsInvestment, as determined by the Company. That designation shall will only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanySubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (PetroLogistics LP)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company Issuer may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no -65- event shall there be any Unrestricted Subsidiaries on or immediately following the Issue Date. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company Issuer and its Restricted Subsidiaries in the Subsidiary properly so designated (after giving effect to any sale of Equity Interests of such Subsidiary in connection with such designation) will either be deemed to be an Investment made as of the time of the such designation that and will either reduce the amount available for Restricted Payments under Section 4.07(a4.11(a) or represent reduce the amount available for future Investments under one or more clauses of the definition of "Permitted Investments, as determined by the Company. ." That designation shall only be permitted if the such Investment would be permitted at that time and if the such Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanySubsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio4.10, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, ; and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (NTK Holdings, Inc.)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under pursuant to Section 4.07(a) 4.07 or represent Permitted Investments, as determined by the Company. That designation shall will only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and the creation, incurrence, assumption or otherwise causing to exist any Lien of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under pursuant to Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, (2) such Lien is permitted pursuant to Section 4.12 and (23) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Windstar Energy, LLC)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company Parent may designate any Restricted Subsidiary of the Company Parent to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company Parent is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company Parent and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be either (i) an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07(a) or represent (ii) Permitted Investments, as determined by the CompanyParent. That designation shall will only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company Parent may at any time designate any Unrestricted Subsidiary of the Parent to be a Restricted Subsidiary of the Company; Subsidiary, provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company Parent of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) the incurrence of such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Exterran Corp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be either (i) an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a4.07 or (ii) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary of the Company to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (EV Energy Partners, LP)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board board of Directors directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated as Unrestricted will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 hereof or represent under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation shall will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board board of Directors directors of the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such as an Unrestricted Subsidiary and will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the board of directors of the Company giving effect to such designation will only be permitted if (1) and an Officer’s Certificate certifying that such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof designation complied with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, preceding conditions and (2) no Default or Event of Default would be in existence following such designation.was permitted by Section 4.07

Appears in 1 contract

Samples: Indenture (APi Group Corp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a an Event of Default or an event that with notice or the passage of time or both would constitute an Event of Default. If a ; provided that in no event will any Restricted Subsidiary existing on the issuance date of the Company is designated as Notes or any substantial portion of any of such Restricted Subsidiary's businesses be transferred to or held by an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause an Event of Default or an event that with notice or the Company; provided that such passage of time or both would constitute an Event of Default. Any designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such as an Unrestricted Subsidiary and will be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation will only be permitted if (1) and an officers' certificate certifying that such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof designation complied with the Fixed Charge Coverage Ratioconditions contained in the definition of "Unrestricted Subsidiary" and was permitted by this Section 302. If, calculated on a pro forma basis at any time, any Unrestricted Subsidiary would fail to meet the requirements as if such designation had occurred at the beginning an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designationIndenture.

Appears in 1 contract

Samples: Ninth Supplemental Indenture (Teco Energy Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly so designated will either be deemed to be an a Restricted Investment made as of the time of the such designation and that designation will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the such Investment would be permitted at that time and if the such Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanySubsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will shall only be permitted if if: (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio4.06, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and ; and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Keystone Marketing Services Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of (other than the Company Issuer), including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if that it meets the following qualifications and the designation would not cause a Default. If a Restricted : (1) Such Subsidiary does not own any Capital Stock of the Company or any Restricted Subsidiary or hold any Debt of, or any Lien on any property of, the Company or any Restricted Subsidiary. (2) At the time of the designation, the designation would be permitted under Section 4.07. (3) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Company or any Restricted Subsidiary is permitted under Section 4.06 and Section 4.07. (4) The Subsidiary is not party to any transaction or arrangement with the Company or any Restricted Subsidiary that would not be permitted under Section 4.14. (5) Neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 4.06 and Section 4.07. Once so designated as the Subsidiary will remain an Unrestricted Subsidiary, subject to paragraph (b). (1) A Subsidiary previously designated an Unrestricted Subsidiary which fails to meet the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries qualifications set forth in the Subsidiary properly designated paragraph (a) will either be deemed to be an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted become at that time and if a Restricted Subsidiary, subject to the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiaryconsequences set forth in paragraph (d). (b2) The Board of Directors of the Company may at any time designate any an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default. (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary: (1) all existing Investments of the Company and the Restricted Subsidiaries therein (valued at the Company; provided that such designation ’s proportional share of the fair market value of its assets less liabilities) will be deemed to be an incurrence made at that time; (2) all existing Capital Stock or Debt of Indebtedness by the Company or a Restricted Subsidiary held by it will be deemed Incurred at that time, and all Liens on property of the Company or a Restricted Subsidiary held by it will be deemed incurred at that time; (3) all existing transactions between it and the Company or any Restricted Subsidiary will be deemed entered into at that time; (4) it is automatically released at that time from its Note Guaranty, if any, and Liens on its assets will be automatically released; and (5) it will cease to be subject to the provisions of any outstanding Indebtedness of such the Indenture as a Restricted Subsidiary. (d) Upon an Unrestricted Subsidiary and such designation will only be permitted if becoming, or being deemed to become, a Restricted Subsidiary: (1) such Indebtedness is permitted under all of its Debt and Disqualified or Preferred Stock will be deemed Incurred at that time for purposes of Section 4.094.06, either as “Permitted Debt” but will not be considered the sale or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning issuance of the four-quarter reference period, and Equity Interests for purposes of Section 4.10 or Section 4.13; (2) no Default Investments therein previously charged under Section 4.07 will be credited thereunder; (3) it may be required to issue a Note Guaranty pursuant to Section 4.11 and grant Second-Priority Liens pursuant to Article 11; and (4) it will thenceforward be subject to the provisions of the Indenture as a Restricted Subsidiary. (e) Any designation by the Board of Directors of a Subsidiary as a Restricted Subsidiary or Event Unrestricted Subsidiary will be evidenced to the Trustee by promptly filing with the Trustee a copy of Default would be in existence following such designationthe Board Resolution giving effect to the designation and an Officers’ Certificate certifying that the designation complied with the foregoing provisions.

Appears in 1 contract

Samples: Indenture (Seagate Technology)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Defaultbe permitted by this Indenture, including the provisions of Sections 4.09 and 4.10 above. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its the Restricted Subsidiaries in the Subsidiary properly designated will either shall be deemed to be an Investment made as of the time of the designation. Any designation that will reduce of a Subsidiary of the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, Company as determined an Unrestricted Subsidiary shall be evidenced to the Trustee by the CompanyCompany delivering to the Trustee a certified copy of the resolution of the Board of Directors giving effect to such designation and an Officers' Certificate certifying that such designation was permitted by the covenant described under the provisions of Section 4.10 above. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanySubsidiary; provided PROVIDED, HOWEVER, that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under the covenant described under the provisions of Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio4.09 above, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, ; and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Medvest Holdings Corp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company (other than Finance Corp. or the Operating Partnership) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Martin Midstream Partners L.P.)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company Issuer may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation no Default or Event of Default would not cause a Defaultbe in existence following such designation. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Company Issuer and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 of this Indenture or represent under one or more clauses of the definition of Permitted Investments, as determined by the CompanyIssuer. That designation shall will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanyIssuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation will only be permitted if (1a) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning 4.09 of the four-quarter reference period, this Indenture and (2b) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Senior Notes Indenture (ModivCare Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Copano Energy, L.L.C.)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company General Partner may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the such Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07(a5.07(a) hereof or represent Permitted Investments, as determined by the Company. That designation shall will only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio5.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Third Supplemental Indenture (Access Midstream Partners Lp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall the business operated by the Company on the date of the Indenture be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly so designated will either shall be deemed to be an a Restricted Investment made as of the time of the such designation and that will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the such Investment would be permitted at that time and if the such Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanySubsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, ; and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Longview Fibre Co)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly so designated will either be deemed to be an a Restricted Investment made as of the time of the such designation and that designation will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the such Investment would be permitted at that time and if the such Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanySubsidiary; provided PROVIDED that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, ; and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Wdra Food Service Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company Parent Guarantor may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that the designation would not cause a Default or Event of Default. If For purposes of making the determination as to whether the designation would cause a Restricted Subsidiary Default or Event of the Company is designated as an Unrestricted SubsidiaryDefault, the aggregate fair market value of all outstanding Investments owned by Parent Guarantor and the Company and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary properly so designated will either shall be deemed to be an Investment made as of Restricted Payments at the time of the designation that will and shall reduce the amount available for Restricted Payments under Section 4.07(ain an amount equal to the greatest of (a) or represent Permitted Investmentsthe net book value of the Investments at the time of the designation, as determined by (b) the Companyfair market value of the Investments at the time of the designation and (c) the original fair market value of the Investments at the time they were made. That The designation shall only be permitted if the Investment Restricted Payment would be permitted at that the time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The . Any designation of a Restricted Subsidiary to be an Unrestricted Subsidiary by Parent Guarantor’s Board of Directors shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary resolution of the Company; provided that such designation will be deemed to be an incurrence Parent Guarantor’s Board of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant Directors giving effect to the first paragraph thereof designation and an Officer’s Certificate certifying that the designation complied with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designationforegoing conditions.

Appears in 1 contract

Samples: Indenture (La Quinta Properties Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Following the Escrow Release Date, the Company’s Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If Any designation of a Restricted Subsidiary as an Unrestricted Subsidiary will be deemed to be a designation of each of such entity’s Subsidiaries as Unrestricted Subsidiaries. Following the Company Escrow Release Date, if a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be an Investment made as of the time of the such designation that will and may reduce the amount available for Restricted Payments under Section 4.07(a) 6.09 or represent under one or more of the clauses of the definition of Permitted Investments, as determined by the Company. That designation shall will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board . Any designation of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such as an Unrestricted Subsidiary and will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation will only be permitted if (1) and an Officer’s Certificate certifying that such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof designation complied with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, preceding conditions and (2) no Default or Event of Default would be in existence following such designationwas permitted by Section 6.09.

Appears in 1 contract

Samples: Base Indenture (Frontier Communications Corp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board board of Directors directors of the Relevant Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Relevant Company and its Restricted Subsidiaries in the Subsidiary properly so designated will either be deemed to be an Investment made as of the time of the such designation that and will reduce the amount available for Restricted Payments under Section 4.07(aparagraph (a) of Clause 19.7 (Limitation on Restricted Payments) or represent Permitted Investments, as determined by applicable. All such outstanding Investments will be valued at their fair market value at the Companytime of such designation. That designation shall will only be permitted if the Investment such Restricted Payment would be permitted at that time and if the such Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board Relevant Company’s board of Directors of the Company directors may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if such redesignation would not result in a Default. (b) Any designation pursuant to this Clause 19.15 by the Relevant Company’s board of directors will be evidenced to the Facility Agent by the prompt filing with the Facility Agent of a certified copy of the Company; provided resolution of such board of directors giving effect to such designation and an Officers’ Certificate certifying that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof complied with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designationforegoing conditions.

Appears in 1 contract

Samples: Mezzanine Facility Agreement (Concordia Bus Nordic AB)

AutoNDA by SimpleDocs

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary (other than MSG) if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either shall be deemed to be an Investment made as of the time of the designation that will and shall reduce the amount available for Restricted Payments under the first paragraph (or clause (xiii) of the second paragraph) of Section 4.07(a) 4.7 or represent under one or more clauses of the definition of Permitted Investments, as determined by the Company. That Such designation shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default. All Subsidiaries of the Company; provided that such designation will Unrestricted Subsidiaries shall be automatically deemed to be an incurrence Unrestricted Subsidiaries. All designations of Indebtedness Subsidiaries as Unrestricted Subsidiaries and revocations thereof must be evidenced by a Restricted Subsidiary filing with the Trustee resolutions of the Board of Directors of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof an Officers’ Certificate certifying compliance with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designationforegoing provisions.

Appears in 1 contract

Samples: Indenture (Mobile Storage Group Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company Parent may designate any Restricted Subsidiary of the Company Parent to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company Parent is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company Parent and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 or represent Permitted Investments, as determined by the CompanyParent. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanyParent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company Parent of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Summit Midstream Partners, LP)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company Parent may designate any Restricted Subsidiary of the Company Parent to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company Parent is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company Parent and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 or represent Permitted Investments, as determined by the CompanyParent. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary of the Parent so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanyParent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company Parent of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Legacy Reserves Inc.)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either shall be deemed to be an Investment Investments made as of the time of the designation that will reduce designation, subject to the amount available for limitations on Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the CompanyPayments. That designation shall will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary of if the Companyredesignation would not cause a Default; provided PROVIDED that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, ; and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Wackenhut Corrections Corp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company Parent may designate any Restricted Subsidiary of the Company Parent to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company Parent is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company Parent and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 or represent Permitted Investments, as determined by the CompanyParent. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; Subsidiary, provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company Parent of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Summit Midstream Partners, LP)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation the Subsidiary meets or would not cause a Defaultmeet the definition of an “Unrestricted Subsidiary” and if no Default shall occur immediately after giving effect to such designation. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time date of the designation that and will reduce the amount available for Restricted Payments under Section 4.07(aparagraphs (a) or represent (b) of Section 4.07 (“Restricted Payments”) or Permitted Investments, as determined by the Company. That designation shall will only be permitted if the Investment would be permitted at that time and if the such Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Companyif, immediately after giving effect to such designation, a Default would not occur; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as 4.08 (Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage RatioIncurrence of Indebtedness and Issuance of Preferred Stock”), calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Pioneer Drilling Co)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company Ventas, Inc. may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a DefaultDefault under the Indenture. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments investments owned by the Company Ventas, Inc. and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07(a) 4.09 or represent Permitted Investments, as determined by the Company. Ventas, Inc. That designation shall will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company Ventas, Inc. may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanySubsidiary; provided provided, however, that such designation will be deemed to be an incurrence of Indebtedness Debt by a Restricted Subsidiary of the Company Ventas, Inc. of any outstanding Indebtedness Debt of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness Debt is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, 4.11 and 4.12 calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, ; and (2) no Default or Event of Default would be in existence under the Indenture following such designation.

Appears in 1 contract

Samples: Second Supplemental Indenture (Ventas Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary if (1) all Indebtedness, Liens and Investments of the Company; provided that such Subsidiary outstanding or in existence immediately following such designation will be deemed to be an incurrence of Indebtedness would, if incurred or made at such time by a Restricted Subsidiary of the Company Company, have been permitted to be incurred or made for all purposes of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, this Indenture and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Mid-States Oilfield Supply LLC)

Designation of Restricted and Unrestricted Subsidiaries. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 5.7 (a) Incurrence of Indebtedness and Issuance of Preferred Stock), the Borrower shall be in default of such covenant. The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board of Directors of the Company Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanySubsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will shall only be permitted if (1i) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio5.7 (Incurrence of Indebtedness and Issuance of Preferred Stock), calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, ; and (2ii) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Amkor Technology Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) ; provided, however, that such covenant need not be complied with if the Subsidiary to be so designated has total assets of $1,000 or less. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary if (1) all Indebtedness, Liens and Investments of the Company; provided that such Subsidiary outstanding or in existence immediately following such designation will be deemed to be an incurrence of Indebtedness would, if incurred or made at such time by a Restricted Subsidiary of the Company Company, have been permitted to be incurred or made for all purposes of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, this Indenture and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Chesapeake Oilfield Operating LLC)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly so designated will either be deemed to be an a Restricted Investment made as of the time of the such designation and that designation will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the such Investment would be permitted at that time and if the such Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanySubsidiary; provided PROVIDED that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under the covenant described under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, 4.09 hereof calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, ; and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Wright Bilt Corp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company General Partner may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the such Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Chesapeake Midstream Partners Lp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the such Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07(a) 4.07 hereof or represent under one or more clauses of the definition of Permitted Investments, as determined by the Company; provided that the amount of any Restricted Payment resulting from the designation of a Development Subsidiary as an Unrestricted Subsidiary shall be equal to the sum of (a) the book value as of September 30, 2006 of the real property held by the Company or any of its Restricted Subsidiaries on the date of this Indenture and held by or contributed to such Subsidiary at the time of such designation and (b) the fair market value of all other Investments made by the Company and its Restricted Subsidiaries in such Subsidiary at the time of such Investments, net of any dividend or any other payment or distribution to the Company or any of its Restricted Subsidiaries at the time of or in connection with such designation (provided that any such dividends, other payments or distributions applied in such calculation pursuant to this clause (b) shall be excluded from clauses (3)(C) and (3)(E) of Section 4.07 hereof). That designation shall will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time re-designate any Unrestricted Subsidiary to be a Restricted Subsidiary of if the Company; provided that such re-designation will be deemed to be an incurrence of Indebtedness by would not cause a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designationDefault.

Appears in 1 contract

Samples: Indenture (Newmarket Corp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company Issuer may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company Issuer and its Restricted Subsidiaries in the Subsidiary properly so designated will either be deemed to be an a Restricted Investment made as of the time of the such designation and that designation will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the such Investment would be permitted at that time and if the such Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanySubsidiary; provided PROVIDED that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will shall only be permitted if (1i) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred 66 at the beginning of the four-quarter reference period, ; and (2ii) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Digitalnet Holdings Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall will only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Gastar Exploration USA, Inc.)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.7 hereof or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary of the Company to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio4.9 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: First Supplemental Indenture (Linn Energy, LLC)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary (other than the Issuer or any of the Company its Parent Entities) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated as Unrestricted will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07(a) 3.3 or represent under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation shall will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board Boards of Directors of the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. (b) Any designation of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such as an Unrestricted Subsidiary and will be evidenced to the Trustee by filing with the Trustee a Board Resolution of the Company giving effect to such designation will only be permitted if (1) and an Officer’s Certificate certifying that such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof designation complies with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, preceding conditions and (2) no Default or Event of Default would be in existence following such designation.was permitted by

Appears in 1 contract

Samples: Indenture (Kinetic Concepts Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company General Partner may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the such Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 5.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio5.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: First Supplemental Indenture (Access Midstream Partners Lp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company Parent may designate any Restricted Subsidiary of the Company Parent to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company Parent is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company Parent and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.06 or represent Permitted Investments, as determined by the CompanyParent. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanyParent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company Parent of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio4.08, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation. ARTICLE 5 SUCCESSORS Section 5.01.

Appears in 1 contract

Samples: Indenture Agreement (Summit Midstream Partners, LP)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that at the time of and after giving effect to such designation would not cause a Defaultno Default or Event of Default shall have occurred or be continuing. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by of the Company and its Restricted Subsidiaries in the Subsidiary properly so designated will either be deemed to be an Investment made as of the time of the such designation that and will either (i) reduce the amount available for Restricted Payments under Section 4.07(a4.07 hereof, (ii) reduce the amount available for future Investments under one or represent more clauses of the definition of Permitted Investments, as determined by the CompanyCompany shall determine, or (iii) a combination of the foregoing. That designation shall will only be permitted if the Investment would be permitted at that time under Section 4.07 hereof and if the such Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The . Subject to the last paragraph of the definition of "Unrestricted Subsidiaries," the Board of Directors of the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning time of the four-quarter reference periodand after giving effect to such redesignation, and (2) no Default or Event of Default would shall have occurred or be in existence following such designationcontinuing.

Appears in 1 contract

Samples: Indenture (Advance Paradigm Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall (1) ASI be designated an Unrestricted Subsidiary and (2) the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly so designated will either be deemed to be an a Restricted Investment made as of the time of the such designation and that designation will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the such Investment would be permitted at that time and if the such Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanySubsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, ; and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (American Seafoods Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The HoldCo 3's Board of Directors of the Company may designate any Restricted of its Subsidiaries, including any newly formed Subsidiary or any Person that will become a Subsidiary by way of the Company acquisition, to be an Unrestricted Subsidiary if that designation would not cause a Default. If a any of HoldCo 3's Restricted Subsidiary of the Company Subsidiaries is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company HoldCo 3 and its Restricted Subsidiaries in the newly designated Unrestricted Subsidiary properly designated will either be deemed to be an Investment made as of the time of the that designation that and will either reduce the amount available for Restricted Payments under Section 4.07(a4.10(a) or represent Section 4.10(b) or reduce the amount available for future Investments under one or more clauses of the definition of "Permitted Investments, ," as determined by the CompanyHoldCo 3 determines in its sole discretion. That The designation shall of such a Subsidiary or Person as an "Unrestricted Subsidiary" will only be permitted if if, in the case of a Restricted Subsidiary, the deemed Investment would be permitted at the time the Restricted Subsidiary is designated as an Unrestricted Subsidiary and, in any case, if that time and if Subsidiary or Person otherwise satisfies the Subsidiary so designated otherwise meets requirements set forth in the definition of an "Unrestricted Subsidiary. (b) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation."

Appears in 1 contract

Samples: Indenture (S&c Holdco 3 Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under the first paragraph (or clause (7) of the second paragraph) of Section 4.07(a) 4.07 or represent Permitted Investments, as determined by the Company. That designation shall will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default. All Subsidiaries of the Company; provided that such designation will Unrestricted Subsidiaries shall be automatically deemed to be an incurrence Unrestricted Subsidiaries. All designations of Indebtedness Subsidiaries as Unrestricted Subsidiaries and revocations thereof must be evidenced by a Restricted Subsidiary filing with the Trustee resolutions of the Board of Directors of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof an Officers' Certificate certifying compliance with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designationforegoing provisions.

Appears in 1 contract

Samples: Indenture (K&f Industries Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company General Partner may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either shall be deemed to be an Investment made as of the time of the designation that will and shall reduce the amount available for Restricted Payments under Section 4.07(aSections 4.07(a)(i) and (a)(ii) hereof or represent Permitted Investments, as determined by the Company. That ; provided that any designation of a Restricted Subsidiary as an Unrestricted Subsidiary shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board of Directors of the Company General Partner may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanySubsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, 4.09 hereof calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (U.S. Shipping Partners L.P.)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company Holdings may designate any Restricted Subsidiary of the Company other than either Issuer to be an Unrestricted Subsidiary if that designation no Event of Default would not cause a Defaultbe in existence following such designation. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, (1) the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Company Holdings and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07(a) 4.05 hereof or represent under one or more clauses of the definition of Permitted Investments, as determined by Holdings and (2) any guarantee by Holdings or any of its Restricted Subsidiaries of any Indebtedness of the CompanySubsidiary being so designated shall be deemed an incurrence of such Indebtedness. That designation shall will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The . Any designation of a Subsidiary of Holdings as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Company may at any time designate any Unrestricted Subsidiary Holdings giving effect to be a Restricted Subsidiary of the Company; provided such designation and an Officer’s Certificate certifying that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof complied with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, preceding conditions and (2) no Default or Event of Default would be in existence following such designation.was permitted by Section 4.05

Appears in 1 contract

Samples: Indenture (Virtu Financial, Inc.)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company Issuer may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation desig-nation would not cause a an Event of Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company Issuer and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07(a) 3.3 or represent under one or more clauses of the definition of “Permitted Investments, .” as determined by the CompanyIssuer. That designation shall will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board of Directors of the Company Issuer may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default or an Event of Default. (b) Any designation of a Subsidiary of the Company; provided Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a Board Resolution of the Issuer giving effect to such designation and an Of-ficer’s Certificate certifying that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof complies with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the fourpreceding conditions and was permitted by Sec-quarter reference period, and (2) no Default or Event of Default would be in existence following such designationtion 3.

Appears in 1 contract

Samples: Indenture (Diversey Holdings, Ltd.)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted of its Subsidiaries, including any newly formed Subsidiary or any Person that shall become a Subsidiary of the Company by way of acquisition, to be an Unrestricted Subsidiary if Subsidiary; provided that such designation would not cause a Defaultis permitted by either (A) ‎Section 4.09 or (B) under one or more clauses of the definition of “Permitted Investments”. If Notwithstanding the foregoing, under no circumstances shall JBS USA Food Company be designated an Unrestricted Subsidiary. (b) Upon any such designation of a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the newly designated Unrestricted Subsidiary properly designated will either shall be deemed to be an Investment made as of the time of the that designation that will and shall reduce the amount available for Restricted Payments under Section 4.07(a) ‎Section 4.09 or represent Permitted Investments, as determined by reduce the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets amount available for future investments under one or more clauses of the definition of an Unrestricted Subsidiary“Permitted Investments,” as the Company determines in its sole discretion. (bc) The Board of Directors of the Company may at any time designate redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided Company subject to the condition that the redesignation of such designation will Unrestricted Subsidiary as a Restricted Subsidiary would not cause a Default, it being understood that any Debt, Liens, agreements or transactions of such Unrestricted Subsidiary outstanding at the time of such redesignation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of Incurred or entered into at such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designationtime.

Appears in 1 contract

Samples: Indenture (JBS Holding Luxembourg S.A R.L.)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Enviva Partners, LP)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of (including a newly acquired or created Subsidiary), other than any entity that owns or operates the facilities that are owned or operated on the Issue Date by the Company (but only with respect to the manufacturing facilities located in Neenah, Wisconsin), Xxxxxx Corporation or Xxxxxx Foundry, Inc., to be an Unrestricted Subsidiary if that it meets the following qualifications and the designation would not cause a Default. If a Restricted . (i) Such Subsidiary does not own any Capital Stock of the Company or any Restricted Subsidiary or hold any Debt of, or any Lien on any property of, the Company or any Restricted Subsidiary. (ii) At the time of designation, the designation would be permitted under Section 4.07. (iii) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Company or any Restricted Subsidiary is permitted under Sections 4.06 and 4.07. (iv) The Subsidiary is not party to any transaction or arrangement with the Company or any Restricted Subsidiary that would not be permitted under Section 4.14. (v) Neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results, except to the extent permitted by Sections 4.06 and 4.07. Once so designated as the Subsidiary will remain an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed subject to be an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiaryparagraph (b). (b) The Board of Directors of the Company may at any time designate any (i) A Subsidiary previously designated an Unrestricted Subsidiary which fails to be a Restricted Subsidiary of meet the Company; provided that such designation qualifications set forth in paragraph (a) will be deemed to be an incurrence of Indebtedness by become at that time a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09Subsidiary, either as “Permitted Debt” or pursuant subject to the first consequences set forth in paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designationd).

Appears in 1 contract

Samples: Indenture (NFC Castings Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Company's Board of Directors of the Company may designate any Restricted of its Subsidiaries, including any newly formed Subsidiary or any Person that will become a Subsidiary by way of the Company acquisition, to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary any of the Company Company's Restricted Subsidiaries is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the newly designated Unrestricted Subsidiary properly designated will either be deemed to be an Investment made as of the time of the that designation that and will either reduce the amount available for Restricted Payments under Section 4.07(a4.10(a) or represent 4.10(b) or reduce the amount available for future Investments under one or more clauses of the definition of "Permitted Investments, ," as determined by the CompanyCompany determines in its sole discretion. That The designation shall of such a Subsidiary or Person as an "Unrestricted Subsidiary" will only be permitted if if, in the case of a Restricted Subsidiary, the deemed Investment would be permitted at that the time and if the Restricted Subsidiary so is designated otherwise meets the definition of as an Unrestricted Subsidiary. (b) The Board of Directors of Subsidiary and, in any case, if that Subsidiary or Person otherwise satisfies the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.requirements set

Appears in 1 contract

Samples: Indenture (Armstrong World Industries Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company Parent may designate any Restricted Subsidiary of the Company Parent (other than the Company) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company Parent is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Company Parent and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07(a) hereof or represent Permitted Investments, as determined by the CompanyParent. That designation shall will only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board of Directors of the Company Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanyParent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company Parent of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, 4.09 hereof calculated on a pro pro-forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Gastar Exploration LTD)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated 54 as an Unrestricted Subsidiary will either be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Calumet Specialty Products Partners, L.P.)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Subsidiary; provided that: (1) any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by the Company is designated as an Unrestricted or such Restricted Subsidiary, as the case may be, at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 4.03; (2) the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Company and its the Restricted Subsidiaries in the Subsidiary properly being so designated (including any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of such Subsidiary) will either be deemed to be an Investment made as of the time of the such designation and that will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the such Investment would be permitted at that time and if under Section 4.04; (3) such Subsidiary does not hold any Capital Stock or Indebtedness of, or own or hold any Lien on any property or assets of, or have any Investment in, the Company or any Restricted Subsidiary; (4) the Subsidiary being so designated otherwise meets the definition of an Unrestricted Subsidiary.designated: (bi) The Board of Directors of is not party to any agreement, contract, arrangement or understanding with the Company may at or any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; provided that such designation will be deemed ; (ii) is a Person with respect to be an incurrence of Indebtedness by a which neither the Company nor any Restricted Subsidiary of the Company of has any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if direct or indirect obligation (1i) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.subscribe for additional Equity Interests or

Appears in 1 contract

Samples: Indenture

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.. Article Five

Appears in 1 contract

Samples: Eleventh Supplemental Indenture (Genesis Energy Lp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly so designated will either shall be deemed to be an a Restricted Investment made as of the time of the such designation and that will reduce the amount available for Restricted Payments under Section 4.07(a) or represent Permitted Investments, as determined by the Company. That designation shall only be permitted if the such Investment would be permitted at that time under Section 4.07 and if the such Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanySubsidiary; provided that such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, ; and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Greenbrier Companies Inc)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07(a) 4.07 or represent Permitted Investments, as determined by the Company. That ; provided that any designation shall of a Restricted Subsidiary as an Unrestricted Subsidiary will only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) . The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanySubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Pacific Energy Partners Lp)

Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company (other than a Restricted Subsidiary owning Collateral) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either be deemed to be an Investment made as of the time of the designation that and will reduce the amount available for Restricted Payments under Section 4.07(a) hereof or represent Permitted Investments, as determined by the Company. That designation shall will only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (b) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and the creation, incurrence, assumption or otherwise causing to exist any Lien of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, either as “Permitted Debt” or pursuant to the first paragraph thereof with the Fixed Charge Coverage Ratio, 4.09 hereof calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, (2) such Lien is permitted under Section 4.12 and (23) no Default or Event of Default would be in existence following such designation.

Appears in 1 contract

Samples: Indenture (Energy XXI Gulf Coast, Inc.)

Designation of Restricted and Unrestricted Subsidiaries. (ai) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a DefaultTriggering Event; provided that in no event shall the business currently operated by the Company be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will either shall be deemed to be an Investment made as of the time of the designation that will and shall reduce the amount available for Restricted Payments under Article V, Section 4.07(a4(a)(i) or represent Permitted Investments, as determined by (under the Companyheading "Restricted Payments"). That designation shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. (bii) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the CompanySubsidiary; provided that (1) such designation will shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (12) such Indebtedness is permitted under Article V, Section 4.09, either as “Permitted Debt” or pursuant to 4(b) (under the first paragraph thereof with the Fixed Charge Coverage Ratioheading "Incurrence of Indebt-edness and Issuance of Preferred Stock"), calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, ; and (23) no Default or Event of Default would be in existence following such designation. (iii) The provisions of this Article V, Section 4(g) ("Designation of Restricted and Unrestricted Subsidiaries") are subject to the provisions of Article V, Section 5 ("Suspension of Certain Triggering Events").

Appears in 1 contract

Samples: Supplemental Indenture (Illinois Power Co)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!