Investments and Acquisitions. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make any Acquisition or hold or make any other Investment in any other Person, except: (a) Investments in existence on the Effective Date and commitments to make Investments existing on the Effective Date and listed on Schedule 7.09; (b) Investments consisting of non-cash consideration received in connection with a permitted asset sale; (c) Investments received in connection with the bankruptcy or reorganization of customers and suppliers in the ordinary course of business; (d) Investments consisting of Contingent Obligations permitted by Section 7.01 or Indebtedness permitted by Section 7.01; (e) Investments in Cash Equivalents; (f) Investments by any Insurance Subsidiary (including by any Subsidiary of such Insurance Subsidiary that is not itself an Insurance Subsidiary) in the ordinary course of business in compliance with Section 7.16 and consistent with the investment policy approved by the board of directors of such Insurance Subsidiary; (g) intercompany Investments other than in Excluded Subsidiaries in the ordinary course of business; (h) intercompany Investments in Excluded Subsidiaries in the ordinary course of business in an aggregate amount expended not to exceed $30,000,000; (i) security deposits or pledges held or made in the ordinary course of business; (j) loans and advances in the ordinary course of business to employees for moving, relocation or travel purposes, in each case subject to compliance with the Requirements of Law; (k) Permitted Swap Obligations; (l) (i) Acquisitions (other than Acquisitions that constitute Investments permitted by Section 7.09(f) above or Section 7.09(m) below), for aggregate consideration in an amount not to exceed $150,000,000 in any Fiscal Year or $450,000,000 during the term of this Agreement, which consideration will include all cash expended and the value of any Capital Stock of the Company (other than Capital Stock prohibited under Section 7.01(b) and not permitted to be used for such purpose) used to consummate such Acquisition; provided that at the time of such Acquisition no Event of Default shall be continuing and immediately after giving effect to such Acquisition no Default (including any failure to be in compliance with the financial covenants calculated on a Pro Forma Basis) would occur; and (ii) in the event (x) the Debt to Total Capitalization Ratio is equal to or less than 20% (calculated on a Pro Forma Basis), (y) the Financial Strength Rating Condition is satisfied (calculated on a Pro Forma Basis) and (z) the consideration for such Acquisitions consists solely of such Capital Stock, the limits referred to above shall be increased to $500,000,000 in any Fiscal Year and $1,000,000,000 during the term of this Agreement; and (m) Investments not otherwise permitted hereby in an aggregate amount expended not to exceed $50,000,000 in any Fiscal Year.
Appears in 1 contract
Samples: Credit Agreement (Conseco Inc)
Investments and Acquisitions. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make any Acquisition or hold or make any other Investment in any other Person, except:
(a) Investments in existence on the Effective Date and commitments to make Investments existing on the Effective Date and listed on Schedule 7.09;
(b) Investments consisting of non-cash consideration received in connection with a permitted asset sale;
(c) Investments received in connection with the bankruptcy or reorganization of customers and suppliers in the ordinary course of business;
(d) Investments consisting of Contingent Obligations permitted by Section 7.01 or of Indebtedness permitted by Section 7.01;
(e) Investments in Cash Equivalents;
(f) Investments by any Insurance Subsidiary (including by any Subsidiary of such Insurance Subsidiary that is not itself an Insurance Subsidiary) in the ordinary course of business in compliance with Section 7.16 and consistent with the investment policy approved by the board of directors of such Insurance Subsidiary;
(g) intercompany Investments other than in Excluded Subsidiaries in the ordinary course of business;
(h) intercompany Investments in Excluded Subsidiaries in the ordinary course of business in an aggregate amount expended not to exceed $30,000,000;
(i) security deposits or pledges held or made in the ordinary course of business;
(j) loans and advances in the ordinary course of business to employees for moving, relocation or travel purposes, in each case subject to compliance with the Requirements of Law;
(k) Permitted Swap Obligations;
(l) (i) Acquisitions (other than Acquisitions that constitute Investments permitted by Section 7.09(f) above or Section 7.09(m) below), ) for aggregate consideration in an amount not to exceed $150,000,000 in any Fiscal Year or $450,000,000 300,000,000 during the term of this AgreementAgreement or $100,000,000 in any Fiscal Year, which consideration will include all cash expended and the value of any Capital Stock of the Company (other than Capital Stock prohibited under Section 7.01(b) and not permitted to be used for such purpose) used to consummate such Acquisition; provided that at the time of such Acquisition no Event of Default shall be continuing and immediately after giving effect to such Acquisition no Default (including any failure to be in compliance with the financial covenants calculated on a Pro Forma Basis) would occur; and (ii) in the event (x) the Debt to Total Capitalization Ratio is equal to or less than 20% (calculated on a Pro Forma Basis), (y) the Financial Strength Rating Condition is satisfied (calculated on a Pro Forma Basis) and (z) the consideration for such Acquisitions consists solely of such Capital Stock, the limits referred to above shall be increased to $500,000,000 in any Fiscal Year and $1,000,000,000 during the term of this Agreement; and
(m) Investments not otherwise permitted hereby in an aggregate amount expended not to exceed $50,000,000 25,000,000 in any Fiscal Year.
Appears in 1 contract
Samples: Credit Agreement (Conseco Inc)
Investments and Acquisitions. The Company Specified Loan Parties shall not, and shall not suffer or permit any Restricted Subsidiary to, directly or indirectly, to make any Acquisition or hold or make any other Investment in any other Person, except:
(a) Investments in existence on the Effective Closing Date and commitments to make Investments existing on the Effective Closing Date and, in the case of any Investment or commitment in excess of $20,000,000 (other than Investments in the Parent and its Subsidiaries on the Closing Date), which are listed on Schedule 7.09;
(b) Investments consisting of non-cash consideration received in connection with a permitted asset saleDisposition not prohibited by the Loan Documents;
(c) Investments (i) constituting deposits, prepayments and other credits to suppliers in the ordinary course of business, (ii) made in connection with obtaining, maintaining or renewing client and customer contracts in the ordinary course of business, (iii) in the form of advances made to distributors, suppliers, licensors and licensee in the ordinary course of business, (iv) received in connection with the bankruptcy or reorganization of customers and suppliers in the ordinary course of businessbusiness or as a result of the settlement, compromise, resolution of litigation, arbitration or other disputes and (v) obtained through foreclosure or otherwise through the exercise of remedies in respect of obligations owed by a third party to the Parent or any of its Restricted Subsidiaries or otherwise in respect of mortgage loans insured by the Parent or any of its Restricted Subsidiaries;
(d) (i) Investments consisting of Contingent Obligations permitted by Section 7.01 7.01, (ii), Investments consisting of Contingent Obligations in respect of obligations other than Indebtedness, or (iii) Investments consisting of Indebtedness (including Operating Indebtedness) permitted by Section 7.017.01 (other than Section 7.01(j)(ii));
(e) Investments in that were Cash EquivalentsEquivalents when made;
(f) Investments (other than any Investment in US Life) by (i) any Insurance Subsidiary (including by any Subsidiary of such Insurance Subsidiary that is not itself an Insurance Subsidiary) in the ordinary course of business in compliance with Section 7.16 and consistent with the investment policy approved by the board of directors policies of such Insurance Subsidiary in effect from time to time and (ii) the Parent and its Restricted Subsidiaries consistent with the investment policies of the Parent or such Restricted Subsidiary, as applicable, in effect from time to time;
(g) intercompany (i) Investments by the Parent or any Restricted Subsidiary in the Parent or any Restricted Subsidiary (other than any Excluded Subsidiary or US Life), (ii) Investments by any Excluded Subsidiary in any other Excluded Subsidiaries Subsidiary or (iii) Investments by any member of US Life in the ordinary course of businessany other member US Life;
(h) intercompany Investments (i) in Excluded Subsidiaries in the ordinary course of business in an aggregate amount expended at any time outstanding not to exceed the greater of (x) $30,000,000150,000,000 and (y) 0.14% of Consolidated Total Assets and (ii) in any Restricted Subsidiary to enable such Restricted Subsidiary to make such Investments in Excluded Subsidiaries;
(i) security deposits or pledges held or made in the ordinary course of business;
(j) loans and advances in the ordinary course of business to employees for moving, relocation or travel purposes, in each case subject to compliance with the Requirements of Law;
(k) Permitted Swap Obligations;
(l) (i) Acquisitions (other than Acquisitions that constitute Investments permitted by Section 7.09(f) above or Section 7.09(m) below), for aggregate consideration in an amount not to exceed the greater of (x) $150,000,000 200,000,000 and (y) 0.19% of Consolidated Total Assets in any Fiscal Year or $450,000,000 during the term of this Agreement, which consideration will include all cash expended and the value of any Capital Stock of the Company (other than Capital Stock prohibited under Section 7.01(b) and not permitted to be used for such purpose) used to consummate such AcquisitionYear; provided that (i) at the time of such Acquisition no Default or Event of Default shall be continuing and immediately after giving effect to such Acquisition no Default or shall result therefrom (including any failure to be in compliance with the financial covenants calculated on a Pro Forma Basis) would occur; and (ii) in the event (x) the Debt to Total Capitalization Ratio is equal to or less than 20% (Financial Covenants calculated on a Pro Forma Basis); and (ii) any consideration in the form of Capital Stock of the Parent (or any direct or indirect parent thereof) shall be disregarded from the limits referred to above and (ii) Investments in any Restricted Subsidiary to enable such Restricted Subsidiary to make such Acquisitions;
(m) Investments (i) (A) in an amount not to exceed the Available Amount plus (B) any additional amount so long as (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (y) the Borrower is in compliance with the Financial Strength Rating Condition is satisfied Covenants (other than the Maximum Capitalization Ratio) (calculated on a Pro Forma Basis) and (z) the consideration for such Acquisitions consists solely Capitalization Ratio of such Capital Stockthe Borrower is no greater than 25% calculated on Pro Forma Basis; provided that, on and after the consummation of the China Oceanwide Acquisition, the limits referred to above Capitalization Ratio required by this clause (z) shall be increased reset to $500,000,000 40.0% and (ii) in any Fiscal Year and $1,000,000,000 during the term of this Agreement; anda Subsidiary to enable such Subsidiary to make such Investments;
(mn) Investments (i) not otherwise permitted hereby in an aggregate amount expended not to exceed at any time outstanding the greater of (x) $250,000,000 and (y) 0.24% of Consolidated Total Assets and (ii) in a Restricted Subsidiary to enable such Restricted Subsidiary to make such Investments;
(o) any Investment constituting “day-light” loans for MIC and its subsidiaries permitted pursuant to Section 7.01;
(p) any Investment required pursuant to any Requirement of Law;
(q) any Investments pursuant to the China Oceanwide Acquisition;
(r) Investments (i) in joint ventures in an aggregate outstanding amount not to exceed the greater of (x) $100,000,000 and (y) 0.09% of Consolidated Total Assets and (ii) in any Restricted Subsidiary to enable such Restricted Subsidiary to make such Investments;
(s) Investments (i) in any Restricted Subsidiary in connection with reorganizations and related activities related to tax or other corporate planning; provided that, after giving effect to any such reorganization and related activities, the security interest of the Agent in the Collateral is not materially impaired and (ii) by any Restricted Subsidiary in any Excluded Subsidiary consisting of the contribution of Capital Stock of any Person that is an Excluded Subsidiary;
(t) Investments constituting Permitted Insurance Subsidiary Transactions (other than Investments in US Life); and
(u) Investments in US Life in connection with restructuring activities by the Parent or its Restricted Subsidiaries in an amount not to exceed $50,000,000 300,000,000 in any Fiscal Yearthe aggregate.
Appears in 1 contract
Investments and Acquisitions. The Company shall not, and shall not suffer or permit any Restricted Subsidiary to, directly or indirectly, make any Acquisition or hold or make any other Investment in any other Person, except:
(a) Investments in existence on the Effective Closing Date and commitments to make Investments existing on the Effective Closing Date and listed on Schedule 7.09;
(b) Investments consisting of non-cash consideration received in connection with a permitted asset saleDisposition not prohibited by the Loan Documents;
(c) Investments received in connection with the bankruptcy or reorganization of customers and suppliers in the ordinary course of business;
(d) Investments consisting of Contingent Obligations in respect of leases or of other obligations that do not constitute Indebtedness and Investments constituting Contingent Obligations in respect of Indebtedness to the extent such Indebtedness is permitted by Section 7.01 or Indebtedness permitted by under Section 7.01;
(e) Investments in Cash Equivalents;
(f) Investments by (x) any Insurance Subsidiary (including by any Subsidiary of such Insurance Subsidiary that is not itself an Insurance Subsidiary) in the ordinary course of business and consistent with the investment policy of such Insurance Subsidiary approved by the board of directors or equivalent body of such Insurance Subsidiary, of such Subsidiary of such Insurance Subsidiary, or of the Company and (y) by the Company in compliance with Section 7.16 and the ordinary course of business of the Company consistent with the investment policy approved by the board of directors of such Insurance Subsidiarythe Company;
(g) intercompany (i) Investments by the Company or any Restricted Subsidiary in the Company or any Restricted Subsidiary (other than any Excluded Subsidiary); and (ii) Investments by any Excluded Subsidiary in any other Excluded Subsidiaries in the ordinary course of businessSubsidiary;
(h) intercompany Investments in Excluded Subsidiaries in the ordinary course of business in an aggregate amount expended not to exceed at any time outstanding the greater of $30,000,00010,000,000 and 2.0% of Consolidated Net Worth of the Company;
(i) security deposits or pledges held or made in the ordinary course of business;
(j) loans and advances in the ordinary course of business to employees for moving, relocation or travel purposes, in each case subject to compliance with the Requirements of Law;
(k) Permitted Swap Obligations;
(l) (i) Acquisitions (other than Acquisitions that constitute Investments permitted by Section 7.09(f) above or Section 7.09(m) below), for aggregate consideration in an aggregate amount not to exceed $150,000,000 in any Fiscal Year or $450,000,000 during the term amount of this AgreementRetained Distributions; provided, which consideration will include all cash expended that immediately before and after giving effect to the value of any Capital Stock of the Company (other than Capital Stock prohibited under Section 7.01(b) and not permitted to be used for such purpose) used to consummate such Acquisition; provided that at the time making of such Acquisition Investment, (x) no Default or Event of Default shall have occurred and be continuing and immediately after giving effect to such Acquisition no Default (including any failure to be in compliance with the financial covenants calculated on a Pro Forma Basis) would occur; and (ii) in the event (x) the Debt to Total Capitalization Ratio is equal to or less than 20% (calculated on a Pro Forma Basis)continuing, (y) the Financial Strength Rating Condition is satisfied (calculated Company and its Restricted Subsidiaries shall be in compliance on a Pro Forma Basis) and (z) Basis with the consideration for such Acquisitions consists solely of such Capital Stock, the limits referred to above shall be increased to $500,000,000 in any Fiscal Year and $1,000,000,000 during the term of this Agreement; andFinancial Covenants;
(m) Investments not otherwise permitted hereby in an aggregate amount expended not to exceed at any time outstanding the greater of $50,000,000 25,000,000 and 5.0% of Consolidated Net Worth of the Company;
(n) Investments in any Fiscal YearSimilar Line of Business in an aggregate amount not to exceed at any time outstanding the greater of $10,000,000 and 2.0% of Consolidated Net Worth of the Company;
(o) Investments in joint ventures of the Company or any of its Restricted Subsidiaries in an amount at any time outstanding not to exceed the greater of $10,000,000 and 2.0% of Consolidated Net Worth of the Company;
(p) Investments in Unrestricted Subsidiaries in an aggregate amount not to exceed at any time outstanding the greater of $10,000,000 and 2.0% of Consolidated Net Worth of the Company;
(q) Investments as a result of any transaction permitted by (i) Section 7.03 (other than Section 7.03(i)(B)) or (ii) Section 7.07 (other than Section 7.07(a)(ii));
(r) Investments resulting from any pledge permitted under Section 7.02;
(s) Investments consisting of the redemption, purchase, repurchase or retirement of Capital Stock permitted under Section 7.08; and
(t) Permitted Acquisitions.
Appears in 1 contract
Investments and Acquisitions. The Neither the Company nor any of its Subsidiaries shall nothave outstanding, and shall not suffer or permit any Subsidiary to, directly or indirectly, make any Acquisition acquire or hold any Investment, including any Investment consisting of the acquisition of any business (or make any other Investment in any other Personbecome contractually committed to do so), exceptexcept the following:
(a) 6.8.1. Investments of the Company and its Subsidiaries in existence on Domestic Subsidiaries that are Wholly-Owned Subsidiaries of the Effective Date and commitments to make Investments existing on the Effective Date and listed on Schedule 7.09;
(b) Investments consisting of non-cash consideration received in connection with a permitted asset sale;
(c) Investments received in connection with the bankruptcy or reorganization of customers and suppliers in the ordinary course of business;
(d) Investments consisting of Contingent Obligations permitted by Section 7.01 or Indebtedness permitted by Section 7.01;
(e) Investments in Cash Equivalents;
(f) Investments by any Insurance Subsidiary (including by any Subsidiary of such Insurance Subsidiary Company; provided, however, that is not itself an Insurance Subsidiary) except as otherwise required in the ordinary course of business of the Company and its Subsidiaries, no such Investment shall involve the transfer by the Company or any of its Subsidiaries of any material assets other than cash.
6.8.2. Inter-company loans and advances from any Wholly-Owned Subsidiary to the Company but in compliance with each case only to the extent reasonably necessary for Consolidated tax planning and working capital management; provided, however, that loans and advances from a Foreign Subsidiary to the Company or a Domestic Subsidiary must be subordinated to the Credit Obligations pursuant to an inter-company subordination agreement in form and substance satisfactory to the Required Lenders.
6.8.3. Investments in Cash Equivalents and Financial Hedge Agreements not prohibited by the other provisions of this Agreement.
6.8.4. Guarantees permitted by Section 7.16 6.6.
6.8.5. So long as immediately before and consistent after giving effect thereto no Default exists, Investments of the Company and its Wholly-Owned Subsidiaries in Foreign Subsidiaries that are Wholly-Owned Subsidiaries as of the Closing Date (other than Doe Run Exploration); provided, however, that (a) such Investments shall not involve the transfer of material assets from the Company and the Domestic Subsidiaries to the Foreign Subsidiaries, other than cash and surplus equipment, and (b) Investments of the Company and the Domestic Subsidiaries in Foreign Subsidiaries made pursuant to this Section 6.8.5 shall not exceed $1,000,000 at any one time outstanding.
6.8.6. Investments of the Company in its Domestic Subsidiaries that are not Wholly-Owned Subsidiaries and in its Foreign Subsidiaries and Investments of any Subsidiary of the Company in any other Domestic Subsidiary of the Company that is not a Wholly-Owned Subsidiary and in any other Foreign Subsidiary of the Company, in each case outstanding on the date hereof and described in Exhibit 7.3.
6.8.7. Inter-company loans from the Company to Doe Run Peru that are outstanding on the date hereof and described in Exhibit 7.3.
6.8.8. Management fees owing from Doe Run Peru to the Company that (a) are accrued and unpaid on the date hereof and described in Exhibit 7.3, or (b) accrue after the date hereof as a result of limitations on Distributions under the BCP Credit Agreement.
6.8.9. So long as immediately before and after giving effect thereto (a) no Default exists, (b) no Supplemental Loans (as defined in the Congress/CIT Loan and Security Agreement) are outstanding under the Congress/CIT Loan and Security Agreement and (c) the Excess Availability (as defined in the Congress Loan and Security Agreement) under the Congress/CIT Loan and Security Agreement exceeds $5,000,000, the Company may make Investments in Compass Resources NL, an Australian corporation; provided, however, that the aggregate amount of such Investments shall not exceed $500,000 at any one time outstanding.
6.8.10. Purchases of residential properties located in Herculaneum, Missouri, pursuant to a settlement agreement, dated April 26, 2002 with the investment policy approved by State of Missouri, provided that such purchases are made in substantially a manner, for the board of directors of such Insurance Subsidiary;
(g) intercompany Investments other than in Excluded Subsidiaries in the ordinary course of business;
(h) intercompany Investments in Excluded Subsidiaries in the ordinary course of business purposes, and in an aggregate amount expended not to exceed $30,000,000;
(i) security deposits or pledges held or made in excess of, the ordinary course of business;
(j) loans and advances in the ordinary course of business to employees for movingmanner, relocation or travel purposes, in each case subject to compliance and amount that would be the Company’s practice with the Requirements of Law;
(k) Permitted Swap Obligations;
(l) (i) Acquisitions (other than Acquisitions that constitute Investments permitted by Section 7.09(f) above or Section 7.09(m) below), for aggregate consideration in an amount not to exceed $150,000,000 in any Fiscal Year or $450,000,000 during the term of this Agreement, which consideration will include all cash expended and the value of any Capital Stock respect thereto as of the Company (other than Capital Stock prohibited under Section 7.01(b) and not permitted to be used for such purpose) used to consummate such Acquisition; provided that at the time of such Acquisition no Event of Default shall be continuing and immediately after giving effect to such Acquisition no Default (including any failure to be in compliance with the financial covenants calculated on a Pro Forma Basis) would occur; and (ii) in the event (x) the Debt to Total Capitalization Ratio is equal to or less than 20% (calculated on a Pro Forma Basis), (y) the Financial Strength Rating Condition is satisfied (calculated on a Pro Forma Basis) and (z) the consideration for such Acquisitions consists solely of such Capital Stock, the limits referred to above shall be increased to $500,000,000 in any Fiscal Year and $1,000,000,000 during the term of this Agreement; and
(m) Investments not otherwise permitted hereby in an aggregate amount expended not to exceed $50,000,000 in any Fiscal Yeardate hereof.
Appears in 1 contract
Investments and Acquisitions. The Company shall will not, and shall not suffer or nor will it permit any Subsidiary of its Subsidiaries to, directly or indirectly, make any Acquisition or hold or make any other Investment in any other PersonInvestments, except:
(a) Investments extensions of trade credit made in existence the ordinary course of business on the Effective Date customary credit terms and commitments commission, travel, relocation and similar advances (having a tenor not exceeding 365 days) made to make Investments existing on the Effective Date its officers and listed on Schedule 7.09;
(b) Investments consisting of non-cash consideration received in connection with a permitted asset sale;
(c) Investments received in connection with the bankruptcy or reorganization of customers and suppliers employees in the ordinary course of business;
(b) Investments outstanding on the date hereof and listed in Schedule 7.05;
(c) operating deposit accounts with banks;
(d) Investments consisting of Contingent Obligations permitted by Section 7.01 or Indebtedness permitted by Section 7.01in cash and Permitted Investments;
(e) Investments by the Company and its Subsidiaries in Cash Equivalentsthe Company and its Subsidiaries or in respect of Indebtedness or other obligations of the Company or any Subsidiary (including, without limitation, Subsidiaries formed or organized after the date hereof);
(f) Investments by any Insurance Subsidiary consisting of Indebtedness permitted under Section 7.01(c) or (including by any Subsidiary d) or Indebtedness related to Letters of such Insurance Subsidiary that is not itself an Insurance SubsidiaryCredit;
(g) Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Company or any of its Subsidiaries is exposed in compliance with Section 7.16 and consistent with the investment policy approved by conduct of its business or the board management of directors of such Insurance Subsidiaryits liabilities;
(gh) intercompany Investments in Capital Stock of the Company which is held by the Company as treasury stock and is restored to unissued status or is eliminated from authorized shares, or options in respect thereof;
(i) Investments constituting capital expenditures;
(j) Investments consisting of security deposits with utilities and other than like Persons, and Investments in Excluded respect of Guarantees of, or contingent obligations with respect to, indemnification and contribution agreements, “take or pay” or similar agreements, surety and appeal bonds, performance bonds and other obligations of a like nature and contracts for the purchase or use of equipment, inventory and supplies required by the Company and its Subsidiaries, in each case made in the ordinary course of business or in connection with other transactions permitted hereunder;
(k) accommodation guarantees for the benefit of trade creditors of the Company or any of its Subsidiaries in the ordinary course of business;
(hl) intercompany Investments Guarantees of collectability in Excluded Subsidiaries in the ordinary course respect of business in an aggregate amount expended not accounts receivable or notes receivable up to exceed $30,000,000face value;
(im) security deposits or pledges held or made Investments in the ordinary course of business;
connection with any Acquisition (j) loans and advances in the ordinary course of business to employees for moving, relocation or travel purposes, in each case subject to compliance with the Requirements requirements of LawSection 7.05(p)) or any Disposition (subject to compliance with the requirements of Section 7.04);
(kn) Permitted Swap ObligationsIndebtedness of any Person which is the purchaser in connection with any Disposition permitted hereunder that is issued to the Company or any Subsidiary as consideration in whole or in part in respect of the purchase price thereof;
(lo) Investments in any Person (including Capital Stock or any debt securities convertible into Capital Stock) that is not, and as a result of such Investment does not become, a Subsidiary in an aggregate amount not exceeding $45,000,000 (or the equivalent thereof in any other currency);
(p) Acquisitions; provided that if the Purchase Price paid by the Company and its Subsidiaries for any such Acquisition exceeds $50,000,000 (or the equivalent thereof in any other currency), (i) Acquisitions such Acquisition, if the Acquired Entity is a publicly held corporation, shall have been approved by the board of directors (other than Acquisitions that constitute Investments permitted by Section 7.09(for similar body) above of such Acquired Entity, (ii) after giving effect to any such Acquisition, the Acquired Entity becomes a direct or Section 7.09(m) below), for aggregate consideration in an amount not to exceed $150,000,000 in any Fiscal Year or $450,000,000 during the term of this Agreement, which consideration will include all cash expended and the value of any Capital Stock indirect Subsidiary of the Company Company, (other iii) both immediately prior to such Acquisition and after giving effect thereto, no Default shall have occurred and be continuing, and (iv) not less than Capital Stock prohibited under Section 7.01(bthree Business Days (or such shorter period as the Administrative Agent may agree) and not permitted prior to be used for such purpose) used to consummate the consummation of such Acquisition; provided that at , the time of such Acquisition no Event of Default shall be continuing and immediately Company has furnished to the Administrative Agent (x) pro forma financial statements demonstrating compliance with Section 7.09 after giving effect to such Acquisition and (y) a certificate of a Financial Officer of the Company certifying compliance with this Section 7.05(p), after giving effect to such Acquisition; provided, further, than any Limited Conditionality Acquisition shall be subject to Section 1.07;
(q) other Investments; provided that (i) no Default (including any failure to be in compliance with the financial covenants calculated on a Pro Forma Basis) has occurred and is continuing or would occur; result therefrom and (ii) in the event (x) the Debt to Total Capitalization Leverage Ratio is less than or equal to or less than 20% (calculated on a Pro Forma Basis), (y) 3.00 to 1.00 as of the Financial Strength Rating Condition is satisfied (calculated on a Pro Forma Basis) last day of the most recent fiscal quarter of the Company for which financial statements have been delivered and (z) the consideration for determined after giving pro forma effect to such Acquisitions consists solely of such Capital Stock, the limits referred to above shall be increased to $500,000,000 Investment and any Indebtedness incurred in any Fiscal Year and $1,000,000,000 during the term of this Agreementconnection therewith; and
(mr) Investments not otherwise permitted hereby in an aggregate amount expended not to exceed $50,000,000 in any Fiscal Yearthe Avista Acquisition.
Appears in 1 contract
Samples: Credit Agreement (Cambrex Corp)
Investments and Acquisitions. (a) The Company shall will not, and shall not suffer or nor will it permit any Subsidiary of its Subsidiaries to, directly or indirectly, make any Acquisition or hold or make any other Investment in any other PersonInvestments, except:
(ai) Investments extensions of trade credit made in existence the ordinary course of business on the Effective Date customary credit terms and commitments commission, travel and similar advances (having a tenor not exceeding 365 days) made to make Investments existing on the Effective Date its officers and listed on Schedule 7.09;
(b) Investments consisting of non-cash consideration received in connection with a permitted asset sale;
(c) Investments received in connection with the bankruptcy or reorganization of customers and suppliers employees in the ordinary course of business;
(dii) Investments outstanding on the date hereof and listed in Schedule 7.05;
(iii) operating deposit accounts with banks;
(iv) Investments in cash and Permitted Investments;
(v) Investments by the Company and its Subsidiaries (other than any Receivables Subsidiary) in the Company and its Subsidiaries or in respect of Indebtedness or other obligations of the Company or any Subsidiary (including, without limitation, Subsidiaries formed or organized after the date hereof);
(vi) Investments consisting of Contingent Obligations Indebtedness permitted by under Section 7.01 7.01(c) or (d) or Indebtedness permitted by Section 7.01related to Letters of Credit;
(evii) Investments in Cash Equivalents;
(f) Investments by any Insurance Subsidiary (including by any Subsidiary of such Insurance Subsidiary that is not itself an Insurance Subsidiary) Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Company or any of its Subsidiaries is exposed in compliance with Section 7.16 and consistent with the investment policy approved by conduct of its business or the board management of directors of such Insurance Subsidiaryits liabilities;
(gviii) intercompany Investments in Capital Stock of the Company which is held by the Company as treasury stock and is restored to unissued status or is eliminated from authorized shares, or options in respect thereof;
(ix) Investments constituting capital expenditures;
(x) Investments consisting of security deposits with utilities and other than like Persons, and Investments in Excluded respect of Guarantees of, or contingent obligations with respect to, indemnification and contribution agreements, "take or pay" or similar agreements, surety and appeal bonds, performance bonds and other obligations of a like nature and contracts for the purchase or use of equipment, inventory and supplies required by the Company and its Subsidiaries, in each case made in the ordinary course of business or in connection with other transactions permitted hereunder;
(xi) accommodation guarantees for the benefit of trade creditors of the Company or any of its Subsidiaries in the ordinary course of business;
(hxii) intercompany Investments Guarantees of collectibility in Excluded Subsidiaries in the ordinary course respect of business in an aggregate amount expended not accounts receivable or notes receivable up to exceed $30,000,000face value;
(ixiii) security deposits or pledges held or made Investments in the ordinary course of business;
connection with any Acquisition (j) loans and advances in the ordinary course of business to employees for moving, relocation or travel purposes, in each case subject to compliance with the Requirements requirements of LawSection 7.05(b)) or any Disposition (subject to compliance with the requirements of Section 7.04);
(kxiv) Permitted Swap Obligations;Indebtedness of any Person which is the purchaser in connection with any Disposition permitted hereunder that is issued to the Company or any Subsidiary as consideration in whole or in part in respect of the purchase price thereof; and
(lxv) Investments in any Person (including Capital Stock or any debt securities convertible into Capital Stock) that is not, and as a result of such Investment does not become, a Subsidiary in an aggregate amount not exceeding $15,000,000 (or the equivalent thereof in any other currency), provided that such Person is engaged in a line of business permitted under Section 7.03(b).
(b) The Company will not, nor will it permit any of its Subsidiaries to, make any Acquisition with respect to which the Purchase Price paid by the Company and its Subsidiaries exceeds $25,000,000 (or the equivalent thereof in any other currency), unless (i) Acquisitions such Acquisition, if the Acquired Entity is a publicly held corporation, shall have been approved by the board of directors of such Acquired Entity, (other than Acquisitions that constitute Investments ii) after giving effect to any such Acquisition of Capital Stock, the Acquired Entity becomes a direct or indirect Subsidiary of the Company, (iii) the Acquired Entity is engaged in a line of business permitted by under Section 7.09(f) above or Section 7.09(m) below7.03(b), for aggregate consideration in an amount or is otherwise acceptable to the Required Lenders, (iv) both immediately prior to such Acquisition and after giving effect thereto, no Default shall have occurred and be continuing, and (v) not less than three Business Days prior to exceed $150,000,000 in any Fiscal Year or $450,000,000 during the term consummation of this Agreementsuch Acquisition, which consideration will include all cash expended and the value of any Capital Stock of the Company has furnished to the Administrative Agent (other than Capital Stock prohibited under x) pro forma financial statements demonstrating compliance with Section 7.01(b) and not permitted to be used for such purpose) used to consummate such Acquisition; provided that at the time of such Acquisition no Event of Default shall be continuing and immediately 7.09 after giving effect to such Acquisition no Default (including any failure to be in compliance with the financial covenants calculated on a Pro Forma Basis) would occur; and (ii) in the event (x) the Debt to Total Capitalization Ratio is equal to or less than 20% (calculated on a Pro Forma Basis), (y) a certificate of the Financial Strength Rating Condition is satisfied (calculated on a Pro Forma Basis) and (z) chief financial officer of the consideration for Company certifying compliance with this Section 7.05(b), after giving effect to such Acquisitions consists solely of such Capital Stock, the limits referred to above shall be increased to $500,000,000 in any Fiscal Year and $1,000,000,000 during the term of this Agreement; and
(m) Investments not otherwise permitted hereby in an aggregate amount expended not to exceed $50,000,000 in any Fiscal YearAcquisition.
Appears in 1 contract
Samples: Credit Agreement (Cambrex Corp)
Investments and Acquisitions. The Prior to the Springing Covenant End Date, the Company shall not, and shall not suffer or permit any Restricted Subsidiary to, directly or indirectly, make any Acquisition or hold or make any other Investment in any other Person, except:
(a) Investments in existence on the Effective Date and commitments to make Investments existing on the Effective Date and listed on Schedule 7.09;
(b) Investments consisting of non-cash consideration received in connection with a permitted asset saleDisposition not prohibited by the Loan Documents;
(c) Investments received in connection with the bankruptcy or reorganization of customers and suppliers in the ordinary course of business;
(d) Investments consisting of Contingent Obligations permitted by Section 7.01 in respect of leases or of other obligations that do not constitute Indebtedness permitted by and Investments constituting Contingent Obligations in respect of Indebtedness to the extent such Indebtedness is not prohibited under Section 7.01;
(e) Investments in Cash Equivalents;
(f) Investments by (x) any Insurance Subsidiary (including by any Subsidiary of such Insurance Subsidiary that is not itself an Insurance Subsidiary) in the ordinary course of business and consistent with the investment policy of such Insurance Subsidiary approved by the board of directors or equivalent body of such Insurance Subsidiary, of such Subsidiary of such Insurance Subsidiary, or of the Company and (y) by the Company in compliance with Section 7.16 and the ordinary course of business of the Company consistent with the investment policy approved by the board of directors of such Insurance Subsidiarythe Company;
(g) intercompany Investments other than in Excluded Subsidiaries by the Company or any Restricted Subsidiary in the ordinary course of businessCompany or any Restricted Subsidiary;
(h) intercompany Investments in Excluded Subsidiaries in the ordinary course of business in an aggregate amount expended not to exceed $30,000,000[reserved];
(i) security deposits or pledges held or made in the ordinary course of business;
(j) loans and advances in the ordinary course of business to employees for moving, relocation or travel purposes, in each case subject to compliance with the Requirements of Law;
(k) Permitted Swap Obligations;
(l) (i) Acquisitions (other than Acquisitions Investments; provided, that constitute Investments permitted by Section 7.09(f) above or Section 7.09(m) below), for aggregate consideration in an amount not immediately before and after giving effect to exceed $150,000,000 in any Fiscal Year or $450,000,000 during the term of this Agreement, which consideration will include all cash expended and the value of any Capital Stock of the Company (other than Capital Stock prohibited under Section 7.01(b) and not permitted to be used for such purpose) used to consummate such Acquisition; provided that at the time making of such Acquisition Investment, (x) no Default or Event of Default shall have occurred and be continuing and immediately after giving effect to such Acquisition no Default (including any failure to be in compliance with the financial covenants calculated on a Pro Forma Basis) would occur; and (ii) in the event (x) the Debt to Total Capitalization Ratio is equal to or less than 20% (calculated on a Pro Forma Basis)continuing, (y) the Financial Strength Rating Condition is satisfied (calculated Company and its Restricted Subsidiaries shall be in compliance on a Pro Forma BasisBasis with the Financial Covenants;
(m) [Reserved];
(n) [Reserved];
(o) [Reserved];
(p) [Reserved];
(q) Investments as a result of (i) any transaction permitted by Section 7.03 (other than Section 7.03(i)(B)) or (ii) any merger, consolidation, liquidation, dissolution or other winding-up of the Borrower or any of its Subsidiaries not prohibited by Section 7.07.
(r) Investments resulting from any pledge permitted under Section 7.02;
(s) Investments consisting of the redemption, purchase, repurchase or retirement of Capital Stock permitted under Section 7.08;
(t) Investments received in connection with the settlement of delinquent accounts and disputes with customers and suppliers in the ordinary course of business;
(zu) Capital Stock of the consideration for such Acquisitions consists solely of such Capital Stock, the limits referred Federal Home Loan Bank required to above shall be increased to $500,000,000 repurchased in any Fiscal Year and $1,000,000,000 during the term of this Agreementconnection with FHLB Indebtedness; and
(mv) Investments Permitted Acquisitions; provided that this Section 7.09 shall not otherwise permitted hereby in an aggregate amount expended not to exceed $50,000,000 in apply at any Fiscal Yeartime that the Index Debt is rated at least BBB- or Baa3 (as applicable) from at least two of the Rating Agencies.
Appears in 1 contract
Investments and Acquisitions. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make any Acquisition or hold or make any other Investment in any other Person, except:
(a) Investments in existence on the Effective Date and commitments to make Investments existing on the Effective Date and listed on Schedule 7.09;
(b) Investments consisting of non-cash consideration received in connection with a permitted asset sale;
(c) Investments received in connection with the bankruptcy or reorganization of customers and suppliers in the ordinary course of business;
(d) Investments consisting of Contingent Obligations permitted by Section 7.01 or of Indebtedness permitted by Section 7.01;
(e) Investments in Cash Equivalents;
(f) Investments by any Insurance Subsidiary (including by any Subsidiary of such Insurance Subsidiary that is not itself an Insurance Subsidiary) in the ordinary course of business in compliance with Section 7.16 and consistent with the investment policy approved by the board of directors of such Insurance Subsidiary;
(g) intercompany Investments other than in Excluded Subsidiaries in the ordinary course of business;
(h) intercompany Investments in Excluded Subsidiaries in the ordinary course of business in an aggregate amount expended not to exceed $30,000,000;
(i) security deposits or pledges held or made in the ordinary course of business;
(j) loans and advances in the ordinary course of business to employees for moving, relocation or travel purposes, in each case subject to compliance with the Requirements of Law;
(k) Permitted Swap Obligations;
(l) (i) Acquisitions (other than Acquisitions that constitute Investments permitted by Section 7.09(f) above or Section 7.09(m) below), for aggregate consideration in an amount not to exceed $150,000,000 100,000,000 in any Fiscal Year or $450,000,000 300,000,000 during the term of this Agreement, which consideration will include all cash expended and the value of any Capital Stock of the Company (other than Capital Stock prohibited under Section 7.01(b) and not permitted to be used for such purpose) used to consummate such Acquisition; provided that at the time of such Acquisition no Event of Default shall be continuing and immediately after giving effect to such Acquisition no Default (including any failure to be in compliance with the financial covenants calculated on a Pro Forma Basis) would occur; and (ii) in the event (x) the Debt to Total Capitalization Ratio is equal to or less than 20% (calculated on a Pro Forma Basis), (y) the Financial Strength Rating Condition is satisfied (calculated on a Pro Forma Basis) and (z) the consideration for such Acquisitions consists solely of such Capital Stock, the limits referred to above shall be increased to $500,000,000 250,000,000 in any Fiscal Year and $1,000,000,000 500,000,000 during the term of this Agreement; and
(m) Investments not otherwise permitted hereby in an aggregate amount expended not to exceed $50,000,000 in any Fiscal Year.
Appears in 1 contract
Samples: Credit Agreement (Conseco Inc)
Investments and Acquisitions. The Company shall not, and Obligors shall not suffer or permit any Subsidiary to, directly or indirectly, make any Acquisition or hold or make any other Investment in any other Person, except:
(a) Investments in existence on the Effective Closing Date and commitments to make Investments existing on the Effective Closing Date and, in the case of any Investment or commitment in excess of $10,000,000 (other than Investments in the Parent and its Subsidiaries on the Closing Date), which are listed on Schedule 7.097.07;
(b) Investments consisting of non-cash consideration received in connection with a permitted asset saleDisposition not prohibited by the Loan Documents;
(c) Investments (i) constituting deposits, prepayments and other credits to suppliers in the ordinary course of business, (ii) made in connection with obtaining, maintaining or renewing client and customer contracts in the ordinary course of business, (iii) in the form of advances made to distributors, suppliers, licensors, licensee, lessors, lessees, sub-lessors and sub-lessees in the ordinary course of business, (iv) received in connection with the bankruptcy or reorganization of customers and suppliers in the ordinary course of businessbusiness or as a result of the settlement, compromise, resolution of litigation, arbitration or other disputes and (v) obtained through foreclosure or otherwise through the exercise of remedies in respect of obligations owed by a third party to the Parent or any of the Borrowers or otherwise in respect of mortgage loans insured by the Parent or any of the Borrowers;
(d) (i) Investments consisting of Contingent Obligations permitted by Section 7.01 7.01, (ii), Investments consisting of Contingent Obligations in respect of obligations other than Indebtedness, or (iii) Investments consisting of Indebtedness permitted by Section 7.017.01 (other than Section 7.01(g));
(e) Investments in that were Cash EquivalentsEquivalents when made;
(f) Investments by any Insurance Subsidiary (including by any Subsidiary of such Insurance Subsidiary that is not itself an Insurance Subsidiary) the Parent and the Borrowers in the ordinary course of business in compliance with Section 7.16 and consistent with the investment policy approved by policies of the board of directors of Parent or such Insurance SubsidiaryBorrower, as applicable, in effect from time to time;
(g) intercompany Investments other than in Excluded Subsidiaries by the Parent or any Borrower in the ordinary course Parent or any Subsidiary; provided that the aggregate amount of businessInvestments in Subsidiaries that are not Obligors shall not exceed at any time outstanding $10,000,000;
(h) intercompany Investments in Excluded Subsidiaries in the ordinary course of business in an aggregate amount expended not to exceed $30,000,000;
(i) security deposits or pledges held or made in the ordinary course of business;
(ji) loans and advances in the ordinary course of business to employees for moving, relocation or travel purposes, in each case subject to compliance with the Requirements of Law;
(kj) Permitted Swap Obligations;
(l) (i) Acquisitions (other than Acquisitions that constitute Investments permitted by Section 7.09(f) above or Section 7.09(m) below), for aggregate consideration in an amount not to exceed $150,000,000 in any Fiscal Year or $450,000,000 during the term of this Agreement, which consideration will include all cash expended and the value of any Capital Stock of the Company (other than Capital Stock prohibited under Section 7.01(b) and not permitted to be used for such purpose) used to consummate such Acquisition; provided that at the time of such Acquisition no Event of Default shall be continuing and immediately after giving effect to such Acquisition no Default (including any failure to be in compliance with the financial covenants calculated on a Pro Forma Basis) would occur; and (ii) in the event (x) the Debt to Total Capitalization Ratio is equal to or less than 20% (calculated on a Pro Forma Basis), (y) the Financial Strength Rating Condition is satisfied (calculated on a Pro Forma Basis) and (z) the consideration for such Acquisitions consists solely of such Capital Stock, the limits referred to above shall be increased to $500,000,000 in any Fiscal Year and $1,000,000,000 during the term of this Agreement; and
(mk) Investments not otherwise permitted hereby in an aggregate amount expended not to exceed at any time outstanding $50,000,000 40,000,000;
(l) any Investment required pursuant to any Requirement of Law;
(m) [reserved];
(n) Investments in any Fiscal YearSubsidiary in connection with reorganizations and related activities related to tax or other corporate planning; provided that, after giving effect to any such reorganization and related activities, the security interest of the Agent in the Collateral is not materially impaired;
(o) Investments pursuant to or in connection with the Transactions; and
(p) Investments pursuant to any put options or call options set out in a shareholders’ agreement in respect of any joint venture in which an Obligor has a direct or indirect interest.
Appears in 1 contract
Investments and Acquisitions. (a) The Company shall will not, and shall not suffer or nor will it permit any Subsidiary of its Subsidiaries to, directly or indirectly, make any Acquisition or hold or make any other Investment in any other PersonInvestments, except:
(ai) Investments extensions of trade credit made in existence the ordinary course of business on the Effective Date customary credit terms and commitments commission, travel and similar advances (having a tenor not exceeding 365 days) made to make Investments existing on the Effective Date its officers and listed on Schedule 7.09;
(b) Investments consisting of non-cash consideration received in connection with a permitted asset sale;
(c) Investments received in connection with the bankruptcy or reorganization of customers and suppliers employees in the ordinary course of business;
(dii) Investments outstanding on the date hereof and listed in Schedule 7.05;
(iii) operating deposit account with banks;
(iv) Investments in cash and Permitted Investments;
(v) Investments by the Company and its Subsidiaries (other than any Receivables Subsidiary) in the Company and its Subsidiaries or in respect of Indebtedness or other obligations of the Company or any Subsidiary (including, without limitation, Subsidiaries formed or organized after the date hereof);
(vi) Investments consisting of Contingent Obligations Indebtedness permitted by under Section 7.01 7.01(c) or (d) or Indebtedness permitted by Section 7.01related to Letters of Credit;
(evii) Investments in Cash Equivalents;
(f) Investments by any Insurance Subsidiary (including by any Subsidiary of such Insurance Subsidiary that is not itself an Insurance Subsidiary) Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Company or any of its Subsidiaries is exposed in the conduct of its business or the management of its liabilities;
(viii) Investments in Capital Stock of the Company which is held by the Company as treasury stock and is restored to unissued status or is eliminated from authorized shares, or options in respect thereof;
(ix) Investments constituting capital expenditures;
(x) Investments consisting of security deposits with utilities and other like Persons, and Investments in respect of Guarantees of, or contingent obligations with respect to, indemnification and contribution agreements, "take or pay" or similar agreements, surety and appeal bonds, performance bonds and other obligations of a like nature and contracts for the purchase or use of equipment, inventory and supplies required by the Company and its Subsidiaries, in each case made in the ordinary course of business or in connection with other transactions permitted hereunder;
(xi) accommodation guarantees for the benefit of trade creditors of the Company or any of its Subsidiaries in the ordinary course of business; Credit Agreement
(xii) Guarantees of collectibility in respect of accounts receivable or notes receivable up to face value;
(xiii) Investments in connection with any Acquisition (subject to compliance with the requirements of Section 7.16 and consistent 7.05(b)) or any Disposition (subject to compliance with the investment policy requirements of Section 7.04);
(xiv) Indebtedness of any Person which is the purchaser in connection with any Disposition permitted hereunder that is issued to the Company or any Subsidiary as consideration in whole or in part in respect of the purchase price thereof; and
(xv) Investments in any Person (including Capital Stock or any debt securities convertible into Capital Stock) that is not, and as a result of such Investment does not become, a Subsidiary in an aggregate amount not exceeding $25,000,000 (or the equivalent thereof in any other currency), provided that such Person is engaged in a line of business permitted under Section 7.03(b).
(b) The Company will not, nor will it permit any of its Subsidiaries to, make any Acquisition with respect to which the Purchase Price paid by the Company and its Subsidiaries exceeds $25,000,000 (or the equivalent thereof in any other currency), except for any such Acquisition if (i) such Acquisition, if the Acquired Entity is a publicly held corporation, shall have been approved by the board of directors of such Insurance Subsidiary;
Acquired Entity, (gii) intercompany Investments other than after giving effect to any such Acquisition of Capital Stock, the Acquired Entity becomes a direct or indirect Subsidiary of the Company; (iii) the Acquired Entity is engaged in Excluded Subsidiaries in the ordinary course of business;
(h) intercompany Investments in Excluded Subsidiaries in the ordinary course a line of business in an aggregate amount expended permitted under Section 7.03(b), or (y) otherwise acceptable to the Required Lenders; (iv) both immediately prior to such Acquisition and after giving effect thereto, no Default shall have occurred and be continuing; and (v) not less than three Business Days prior to exceed $30,000,000;
the consummation of such Acquisition, the Company has furnished to the Administrative Agent (ix) security deposits or pledges held or made in the ordinary course of business;
(j) loans and advances in the ordinary course of business to employees for moving, relocation or travel purposes, in each case subject to pro forma financial statements demonstrating compliance with the Requirements of Law;
(k) Permitted Swap Obligations;
(l) (i) Acquisitions (other than Acquisitions that constitute Investments permitted by Section 7.09(f) above or Section 7.09(m) below), for aggregate consideration in an amount not to exceed $150,000,000 in any Fiscal Year or $450,000,000 during the term of this Agreement, which consideration will include all cash expended and the value of any Capital Stock of the Company (other than Capital Stock prohibited under Section 7.01(b) and not permitted to be used for such purpose) used to consummate such Acquisition; provided that at the time of such Acquisition no Event of Default shall be continuing and immediately 7.09 after giving effect to such Acquisition no Default (including any failure to be in compliance with the financial covenants calculated on a Pro Forma Basis) would occur; and (ii) in the event (x) the Debt to Total Capitalization Ratio is equal to or less than 20% (calculated on a Pro Forma Basis), (y) a certificate of the Financial Strength Rating Condition is satisfied (calculated on a Pro Forma Basis) chief financial officer of the Company certifying compliance with Section 7.05, after giving effect to such Acquisition, and (z) the consideration for such Acquisitions consists solely of such Capital Stock, the limits referred to above shall be increased to $500,000,000 in any Fiscal Year and $1,000,000,000 during the term requirements of this Agreement; and
paragraph (m) Investments not otherwise permitted hereby in an aggregate amount expended not to exceed $50,000,000 in any Fiscal Yearb).
Appears in 1 contract
Samples: Credit Agreement (Cambrex Corp)
Investments and Acquisitions. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make any Acquisition or hold or make any other Investment in any other Person, except:
(a) Investments in existence on the Effective Date and commitments to make Investments existing on the Effective Date and listed on Schedule 7.09;
(b) Investments consisting of non-cash consideration received in connection with a permitted asset sale;
(c) Investments received in connection with the bankruptcy or reorganization of customers and suppliers in the ordinary course of business;
(d) Investments consisting of Contingent Obligations permitted by Section 7.01 or of Indebtedness permitted by Section 7.01;
(e) Investments in Cash Equivalents;
(f) Investments by any Insurance Subsidiary (including by any Subsidiary of such Insurance Subsidiary that is not itself an Insurance Subsidiary) in the ordinary course of business in compliance with Section 7.16 7.17 and consistent with the investment policy approved by the board of directors of such Insurance Subsidiary;
(g) intercompany Investments other than in Excluded Subsidiaries in the ordinary course of businessbusiness and intercompany Investments necessary to consummate the Proposed CIHC Transactions;
(h) intercompany Investments in Excluded Subsidiaries in the ordinary course of business in an aggregate amount expended not to exceed $30,000,0005,000,000;
(i) security deposits or pledges held or made in the ordinary course of business;
(j) loans and advances in the ordinary course of business to employees for moving, relocation or travel purposes, in each case subject to compliance with the Requirements of Law;
(k) Permitted Swap Obligations;
(l) (i) Acquisitions (other than Acquisitions that constitute Investments permitted by Section 7.09(f) above or Section 7.09(m) below), for aggregate consideration ) in an aggregate amount expended not to exceed $150,000,000 in any Fiscal Year or $450,000,000 250,000,000 during the term of this Agreement, which consideration will include all cash expended and the value of Agreement or $75,000,000 in any Fiscal Year and/or financed with Capital Stock of the Company (other than Capital Stock prohibited under Section 7.01(b) and not permitted to be used for such purpose) used to consummate such Acquisition)); provided that (x) at the time of such Acquisition no Event of Default shall be continuing and immediately after giving effect to such Acquisition Acquisition, no Default (including any failure to be in compliance with the financial covenants calculated on a Pro Forma Basis) would occur; occur and (ii) in the event (x) the Debt to Total Capitalization Ratio is equal to or less than 20% (calculated on a Pro Forma Basis), (y) at the Financial Strength Rating Condition is satisfied (calculated on a Pro Forma Basis) and (z) the consideration for such Acquisitions consists solely time of such Capital StockAcquisition each Active Material Insurance Subsidiary has, and for the limits referred to above shall be increased to $500,000,000 in any Fiscal Year and $1,000,000,000 during twelve consecutive month period ending on the term date of this Agreementsuch Acquisition each Active Material Insurance Subsidiary had, a financial strength rating by A.M. Best of at least A-; and
(m) Investments not otherwise permitted hereby in an aggregate amount expended not to exceed $50,000,000 25,000,000 in any Fiscal Year.
Appears in 1 contract
Samples: Credit Agreement (Conseco Inc)
Investments and Acquisitions. The Company After that date which is the last day of any period of 90 consecutive days during which the Revolving Credit Outstandings (without regard to the presumption in the definition thereof) exceed $10,000,000, the Borrower shall not, and shall not suffer or permit any Subsidiary of its Subsidiaries to, directly or indirectly, make or permit to exist any Acquisition or hold Investment or make any other Investment in any other PersonAcquisition, exceptexcept that so long as no Default or Event of Default then exists or would be caused thereby, the Borrower and its Subsidiaries may:
(a) maintain existing Investments in existence on the Effective Date and commitments to make Investments existing on direct or indirect wholly-owned Subsidiaries of the Effective Date and listed on Schedule 7.09Borrower hereto;
(b) Investments consisting create new direct or indirect wholly-owned Subsidiaries of non-cash consideration received in connection with a permitted asset salethe Borrower, subject to the provisions of Section 11.27 (Joinder of Subsidiaries);
(c) make additional investments in Guarantors, and investments up to a maximum aggregate of $5,000,000 in Foreign Subsidiaries;
(d) invest in Cash Equivalents;
(e) make Investments in securities of trade creditors, customers or any debtor of the Borrower or its Subsidiaries received in connection with the bankruptcy or reorganization compromise of customers and suppliers obligations incurred in the ordinary course of business;
(d) , including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors, customers or debtors and any Investments consisting received in satisfaction of Contingent Obligations permitted by Section 7.01 or Indebtedness permitted by Section 7.01;
(e) Investments in Cash Equivalentsjudgments;
(f) Investments by any Insurance Subsidiary (including by make loans or advances to employees, directors, officers or consultants of the Borrower or any Subsidiary of such Insurance Subsidiary the types consistent with past practice in an aggregate amount not to exceed $500,000 outstanding at any one time;
(g) make payroll, travel and similar advances to cover matters that is not itself an Insurance Subsidiary) are expected at the time of the advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business in compliance with Section 7.16 and consistent with the investment policy approved by the board of directors of such Insurance Subsidiary;
(g) intercompany Investments other than in Excluded Subsidiaries in the ordinary course of business;past practice; and
(h) intercompany make Investments in Excluded Subsidiaries any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business in an aggregate amount expended not to exceed $30,000,000;
(i) security deposits or pledges held or made in the ordinary course of business;
(j) loans and advances in the ordinary course of business to employees for moving, relocation or travel purposes, in each case subject to compliance consistent with the Requirements of Law;
(k) Permitted Swap Obligations;
(l) (i) Acquisitions (other than Acquisitions that constitute Investments permitted by Section 7.09(f) above or Section 7.09(m) below), for aggregate consideration in an amount not to exceed $150,000,000 in any Fiscal Year or $450,000,000 during the term of this Agreement, which consideration will include all cash expended and the value of any Capital Stock of the Company (other than Capital Stock prohibited under Section 7.01(b) and not permitted to be used for such purpose) used to consummate such Acquisition; provided that at the time of such Acquisition no Event of Default shall be continuing and immediately after giving effect to such Acquisition no Default (including any failure to be in compliance with the financial covenants calculated on a Pro Forma Basis) would occur; and (ii) in the event (x) the Debt to Total Capitalization Ratio is equal to or less than 20% (calculated on a Pro Forma Basis), (y) the Financial Strength Rating Condition is satisfied (calculated on a Pro Forma Basis) and (z) the consideration for such Acquisitions consists solely of such Capital Stock, the limits referred to above shall be increased to $500,000,000 in any Fiscal Year and $1,000,000,000 during the term of this Agreement; and
(m) Investments not otherwise permitted hereby in an aggregate amount expended not to exceed $50,000,000 in any Fiscal Yearpast practice.
Appears in 1 contract
Investments and Acquisitions. The Company shall not, and shall not suffer or permit any Restricted Subsidiary to, directly or indirectly, make any Acquisition or hold or make any other Investment in any other Person, except:
(a) Investments in existence on the Effective Closing Date and commitments to make Investments existing on the Effective Closing Date and listed on Schedule 7.09;
(b) Investments consisting of non-cash consideration received in connection with a permitted asset sale;
Disposition not prohibited by the Loan Documents; (c) Investments received in connection with the bankruptcy or reorganization of customers and suppliers in the ordinary course of business;
(d) Investments consisting of Contingent Obligations in respect of leases or of other obligations that do not constitute Indebtedness and Investments constituting Contingent Obligations in respect of Indebtedness to the extent such Indebtedness is permitted by Section 7.01 or Indebtedness permitted by under Section 7.01;
(e) Investments in Cash Equivalents;
(f) Investments by (x) any Insurance Subsidiary (including by any Subsidiary of such Insurance Subsidiary that is not itself an Insurance Subsidiary) in the ordinary course of business and consistent with the investment policy of such Insurance Subsidiary approved by the board of directors or equivalent body of such Insurance Subsidiary, of such Subsidiary of such Insurance Subsidiary, or of the Company and (y) by the Company in compliance with Section 7.16 and the ordinary course of business of the Company consistent with the investment policy approved by the board of directors of such Insurance Subsidiarythe Company;
(g) intercompany (i) Investments by the Company or any Restricted Subsidiary in the Company or any Restricted Subsidiary (other than any Excluded Subsidiary); and (ii) Investments by any Excluded Subsidiary in any other Excluded Subsidiaries in the ordinary course of businessSubsidiary;
(h) intercompany Investments in Excluded Subsidiaries in the ordinary course of business in an aggregate amount expended not to exceed at any time outstanding the greater of $30,000,0005,000,000 and 1.00% of Consolidated Total Assets;
(i) security deposits or pledges held or made in the ordinary course of business;
(j) loans and advances in the ordinary course of business to employees for moving, relocation or travel purposes, in each case subject to compliance with the Requirements of Law;
(k) Permitted Swap Obligations;
(l) (i) Acquisitions (other than Acquisitions that constitute Investments permitted by Section 7.09(f) above or Section 7.09(m) below), for aggregate consideration in an amount not to exceed $150,000,000 in any Fiscal Year or $450,000,000 during the term of this Agreement, which consideration will include all cash expended and the value of any Capital Stock of the Company (other than Capital Stock prohibited under Section 7.01(b) and not permitted to be used for such purpose) used to consummate such Acquisition; provided that at the time of such Acquisition no Event of Default shall be continuing and immediately after giving effect to such Acquisition no Default (including any failure to be in compliance with the financial covenants calculated on a Pro Forma Basis) would occur; and (ii) in the event (x) the Debt to Total Capitalization Ratio is equal to or less than 20% (calculated on a Pro Forma Basis), (y) the Financial Strength Rating Condition is satisfied (calculated on a Pro Forma Basis) and (z) the consideration for such Acquisitions consists solely of such Capital Stock, the limits referred to above shall be increased to $500,000,000 in any Fiscal Year and $1,000,000,000 during the term of this Agreement; and[reserved];
(m) Investments not otherwise permitted hereby in an aggregate amount expended not to exceed at any time outstanding the greater of $50,000,000 10,000,000 and 2.0% of Consolidated Total Assets;
(n) Investments in any Fiscal YearSimilar Line of Business in an aggregate amount not to exceed at any time outstanding the greater of $10,000,000 and 2.0% of Consolidated Total Assets;
(o) Investments in joint ventures of the Company or any of its Restricted Subsidiaries in an amount at any time outstanding not to exceed the greater of $10,000,000 and 2.0% of Consolidated Total Assets;
(p) Investments in Unrestricted Subsidiaries in an aggregate amount not to exceed at any time outstanding the greater of $5,000,000 and 1.0% of Consolidated Total Assets;
(q) Investments as a result of any transaction permitted by (i) Section 7.03 (other than Section 7.03(i)(B)) or (ii) Section 7.07 (other than Section 7.07(a)(ii));
(r) Investments resulting from any pledge permitted under Section 7.02; and (s) Investments consisting of the redemption, purchase, repurchase or retirement of Capital Stock permitted under Section 7.08.
Appears in 1 contract
Investments and Acquisitions. The Company shall not, and shall not suffer or permit any Subsidiary to, directly or indirectly, make any Acquisition or hold or make any other Investment in any other Person, except:
(a) Investments in existence on the Effective Date and commitments to make Investments existing on the Effective Date and listed on Schedule 7.09;
(b) Investments consisting of non-cash consideration received in connection with a permitted asset saleDisposition not prohibited by the Loan Documents;
(c) Investments received in connection with the bankruptcy or reorganization of customers and suppliers in the ordinary course of business;
(d) Investments consisting of Contingent Obligations permitted by Section 7.01 or Indebtedness permitted by Section 7.01;
(e) Investments in Cash Equivalents;
(f) Investments by any Insurance Subsidiary (including by any Subsidiary of such Insurance Subsidiary that is not itself an Insurance Subsidiary) in the ordinary course of business in compliance with Section 7.16 and consistent with the investment policy approved by the board of directors of such Insurance Subsidiary;
(g) intercompany (i) Investments by the Company or any Subsidiary in the Company or any Subsidiary (other than any Excluded Subsidiary) in the ordinary course of business and (ii) Investments by any Excluded Subsidiaries Subsidiary in any other Excluded Subsidiary in the ordinary course of business;
(h) intercompany Investments in Excluded Subsidiaries in the ordinary course of business in an aggregate amount expended not to exceed $30,000,000;
(i) security deposits or pledges held or made in the ordinary course of business;
(j) loans and advances in the ordinary course of business to employees for moving, relocation or travel purposes, in each case subject to compliance with the Requirements of Law;
(k) Permitted Swap Obligations;
(l) (i) Acquisitions (other than Acquisitions that constitute Investments permitted by Section 7.09(f) above or Section 7.09(m) below), for aggregate consideration in an amount not to exceed $150,000,000 200,000,000 in any Fiscal Year or $450,000,000 400,000,000 during the term of this Agreement, which consideration will include all cash expended and the value of any Capital Stock of the Company (other than Capital Stock prohibited under Section 7.01(b) and not permitted to be used for such purpose) used to consummate such Acquisition; provided that at the time of such Acquisition no Default or Event of Default shall be continuing and immediately after giving effect to such Acquisition no Default or shall result therefrom (including any failure to be in compliance with the financial covenants calculated on a Pro Forma Basis) would occur); and (ii) in the event (x) the Debt to Total Capitalization Ratio is equal to or less than 20% (calculated on a Pro Forma Basis), (y) the Financial Strength Rating Condition is satisfied (calculated on a Pro Forma Basis) and (z) to the extent the consideration for such Acquisitions consists solely is paid in Capital Stock of the Company (other than Disqualified Capital Stock), up to $300,000,000 of such Capital Stock, the limits referred to above shall be increased to $500,000,000 consideration in any Fiscal Year Year, and up to $1,000,000,000 600,000,000 of such consideration during the term of this Agreement, shall be disregarded from the limits referred to above; and
(m) Investments not otherwise permitted hereby in an aggregate amount expended not to exceed $50,000,000 in any Fiscal Year75,000,000.
Appears in 1 contract
Investments and Acquisitions. The Company shall will not, and shall not suffer or nor will it permit any Subsidiary of its Subsidiaries to, directly or indirectly, make any Acquisition or hold or make any other Investment in any other PersonInvestments, except:
(a) Investments extensions of trade credit made in existence the ordinary course of business on the Effective Date customary credit terms and commitments commission, travel and similar advances (having a tenor not exceeding 365 days) made to make Investments existing on the Effective Date its officers and listed on Schedule 7.09;
(b) Investments consisting of non-cash consideration received in connection with a permitted asset sale;
(c) Investments received in connection with the bankruptcy or reorganization of customers and suppliers employees in the ordinary course of business;
(b) Investments outstanding on the date hereof and listed in Schedule 7.05;
(c) operating deposit accounts with banks;
(d) Investments consisting of Contingent Obligations permitted by Section 7.01 or Indebtedness permitted by Section 7.01in cash and Permitted Investments;
(e) Investments by the Company and its Subsidiaries in Cash Equivalentsthe Company and its Subsidiaries or in respect of Indebtedness or other obligations of the Company or any Subsidiary (including, without limitation, Subsidiaries formed or organized after the date hereof);
(f) Investments by any Insurance Subsidiary consisting of Indebtedness permitted under Section 7.01(c) or (including by any Subsidiary d) or Indebtedness related to Letters of such Insurance Subsidiary that is not itself an Insurance SubsidiaryCredit;
(g) Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Company or any of its Subsidiaries is exposed in compliance with Section 7.16 and consistent with the investment policy approved by conduct of its business or the board management of directors of such Insurance Subsidiaryits liabilities;
(gh) intercompany Investments in Capital Stock of the Company which is held by the Company as treasury stock and is restored to unissued status or is eliminated from authorized shares, or options in respect thereof;
(i) Investments constituting capital expenditures;
(j) Investments consisting of security deposits with utilities and other than like Persons, and Investments in Excluded respect of Guarantees of, or contingent obligations with respect to, indemnification and contribution agreements, “take or pay” or similar agreements, surety and appeal bonds, performance bonds and other obligations of a like nature and contracts for the purchase or use of equipment, inventory and supplies required by the Company and its Subsidiaries, in each case made in the ordinary course of business or in connection with other transactions permitted hereunder;
(k) accommodation guarantees for the benefit of trade creditors of the Company or any of its Subsidiaries in the ordinary course of business;
(hl) intercompany Investments Guarantees of collectability in Excluded Subsidiaries in the ordinary course respect of business in an aggregate amount expended not accounts receivable or notes receivable up to exceed $30,000,000face value;
(im) security deposits or pledges held or made Investments in the ordinary course of business;
connection with any Acquisition (j) loans and advances in the ordinary course of business to employees for moving, relocation or travel purposes, in each case subject to compliance with the Requirements requirements of LawSection 7.05(p)) or any Disposition (subject to compliance with the requirements of Section 7.04);
(kn) Permitted Swap ObligationsIndebtedness of any Person which is the purchaser in connection with any Disposition permitted hereunder that is issued to the Company or any Subsidiary as consideration in whole or in part in respect of the purchase price thereof;
(lo) Investments in any Person (including Capital Stock or any debt securities convertible into Capital Stock) that is not, and as a result of such Investment does not become, a Subsidiary in an aggregate amount not exceeding $15,000,000 (or the equivalent thereof in any other currency);
(p) Acquisitions; provided that if the Purchase Price paid by the Company and its Subsidiaries for any such Acquisition exceeds $25,000,000 (or the equivalent thereof in any other currency), (i) Acquisitions such Acquisition, if the Acquired Entity is a publicly held corporation, shall have been approved by the board of directors (other than Acquisitions that constitute Investments permitted by Section 7.09(for similar body) above of such Acquired Entity, (ii) after giving effect to any such Acquisition, the Acquired Entity becomes a direct or Section 7.09(m) below), for aggregate consideration in an amount not to exceed $150,000,000 in any Fiscal Year or $450,000,000 during the term of this Agreement, which consideration will include all cash expended and the value of any Capital Stock indirect Subsidiary of the Company Company, (other iii) both immediately prior to such Acquisition and after giving effect thereto, no Default shall have occurred and be continuing, and (iv) not less than Capital Stock prohibited under Section 7.01(b) and not permitted three Business Days prior to be used for such purpose) used to consummate the consummation of such Acquisition; provided that at , the time of such Acquisition no Event of Default shall be continuing and immediately Company has furnished to the Administrative Agent (x) pro forma financial statements demonstrating compliance with Section 7.09 after giving effect to such Acquisition and (y) a certificate of a Financial Officer of the Company certifying compliance with this Section 7.05(p), after giving effect to such Acquisition; provided, further, than any Limited Conditionality Acquisition shall be subject to Section 1.07; and
(q) other Investments; provided that (i) no Default (including any failure to be in compliance with the financial covenants calculated on a Pro Forma Basis) has occurred and is continuing or would occur; result therefrom and (ii) in the event (x) the Debt to Total Capitalization Leverage Ratio is less than or equal to or less than 20% (calculated on a Pro Forma Basis), (y) 2.75 to 1.00 as of the Financial Strength Rating Condition is satisfied (calculated on a Pro Forma Basis) last day of the most recent fiscal quarter of the Company for which financial statements have been delivered and (z) the consideration for determined after giving pro forma effect to such Acquisitions consists solely of such Capital Stock, the limits referred to above shall be increased to $500,000,000 Investment and any Indebtedness incurred in any Fiscal Year and $1,000,000,000 during the term of this Agreement; and
(m) Investments not otherwise permitted hereby in an aggregate amount expended not to exceed $50,000,000 in any Fiscal Yearconnection therewith.
Appears in 1 contract
Samples: Credit Agreement (Cambrex Corp)
Investments and Acquisitions. The Company shall not, and shall not suffer or permit any Restricted Subsidiary to, directly or indirectly, make any Acquisition or hold or make any other Investment in any other Person, except:
(a) Investments in existence on the Effective Closing Date and commitments to make Investments existing on the Effective Closing Date and listed on Schedule 7.09;
(b) Investments consisting of non-cash consideration received in connection with a permitted asset saleDisposition not prohibited by the Loan Documents;
(c) Investments received in connection with the bankruptcy or reorganization of customers and suppliers in the ordinary course of business;
(d) Investments consisting of Contingent Obligations permitted by Section 7.01 or Indebtedness permitted by Section 7.01;
(e) Investments in Cash Equivalents;
(f) Investments by (x) any Insurance Subsidiary (including by any Subsidiary of such Insurance Subsidiary that is not itself an Insurance Subsidiary) in the ordinary course of business in compliance with Section 7.16 and consistent with the investment policy approved by the board of directors of such Insurance SubsidiarySubsidiary and (y) by the Company in the ordinary course of business of the Company and its Restricted Subsidiaries taken as a whole in compliance with Section 7.16 and consistent with the investment policy approved by the board of directors of the Company;
(g) intercompany (i) Investments by the Company or any Restricted Subsidiary in the Company or any Restricted Subsidiary (other than in any Excluded Subsidiary); provided that any such transaction with or among Restricted Subsidiaries that are not Obligors shall be in the ordinary course of businessbusiness of the respective parties and (ii) Investments by any Excluded Subsidiary in any other Excluded Subsidiary;
(h) intercompany Investments in Excluded Subsidiaries in the ordinary course of business in an aggregate amount expended not to exceed $30,000,00030,000,000 at any time outstanding;
(i) security deposits or pledges held or made in the ordinary course of business;
(j) loans and advances in the ordinary course of business to employees for moving, relocation or travel purposes, in each case subject to compliance with the Requirements of Law;
(k) Permitted Swap Obligations;
(l) (i) Acquisitions (other than Acquisitions that constitute Investments permitted by Section 7.09(f) above or Section 7.09(m) below), for aggregate consideration in an amount not to exceed $150,000,000 200,000,000 in any Fiscal Year or $450,000,000 400,000,000 during the term of this Agreement, which consideration will include all cash expended and the value of any Capital Stock of the Company (other than Capital Stock prohibited under Section 7.01(b) and not permitted to be used for such purpose) used to consummate such Acquisition; provided that at the time of such Acquisition no Default or Event of Default shall be continuing and immediately after giving effect to such Acquisition no Default or shall result therefrom (including any failure to be in compliance with the financial covenants calculated on a Pro Forma Basis) would occur); and (ii) in the event (x) the Debt to Total Capitalization Ratio is equal to or less than 20% (calculated on a Pro Forma Basis), (y) the Financial Strength Rating Condition is satisfied (calculated on a Pro Forma Basis) and (z) to the extent the consideration for such Acquisitions consists solely is paid in Capital Stock of the Company (other than Disqualified Capital Stock), up to $300,000,000 of such Capital Stock, the limits referred to above shall be increased to $500,000,000 consideration in any Fiscal Year Year, and up to $1,000,000,000 600,000,000 of such consideration during the term of this Agreement, shall be disregarded from the limits referred to above; and
(m) Investments not otherwise permitted hereby in an aggregate amount expended not to exceed $50,000,000 in any Fiscal Year125,000,000.
Appears in 1 contract
Investments and Acquisitions. The Company shall not, and shall not suffer or permit any Restricted Subsidiary to, directly or indirectly, make any Acquisition or hold or make any other Investment in any other Person, except:
(a) Investments in existence on the Restatement Effective Date and commitments to make Investments existing on the Restatement Effective Date and listed on Schedule 7.09;
(b) Investments consisting of non-cash consideration received in connection with a permitted asset saleDisposition not prohibited by the Loan Documents;
(c) Investments received in connection with the bankruptcy or reorganization of customers and suppliers in the ordinary course of business;
(d) Investments consisting of Contingent Obligations in respect of leases or of other obligations that do not constitute Indebtedness and Investments constituting Contingent Obligations in respect of Indebtedness to the extent such Indebtedness is permitted by Section 7.01 or Indebtedness permitted by under Section 7.01;
(e) Investments in Cash Equivalents;
(f) Investments by (x) any Insurance Subsidiary (including by any Subsidiary of such Insurance Subsidiary that is not itself an Insurance Subsidiary) in the ordinary course of business and consistent with the investment policy of such Insurance Subsidiary approved by the board of directors or equivalent body of such Insurance Subsidiary, of such Subsidiary of such Insurance Subsidiary, or of the Company and (y) by the Company in compliance with Section 7.16 and the ordinary course of business of the Company consistent with the investment policy approved by the board of directors of such Insurance Subsidiarythe Company;
(g) intercompany Investments by the Company or any Restricted Subsidiary in the Company or any Restricted Subsidiary (other than in any Excluded Subsidiaries in the ordinary course of businessSubsidiary);
(h) intercompany Investments in Excluded Subsidiaries in the ordinary course of business in an aggregate amount expended not to exceed at any time outstanding the greater of $30,000,00030,000,000 and 2.0% of Consolidated Net Worth of the Company;
(i) security deposits or pledges held or made in the ordinary course of business;
(j) loans and advances in the ordinary course of business to employees for moving, relocation or travel purposes, in each case subject to compliance with the Requirements of Law;
(k) Permitted Swap Obligations;
(l) (i) Acquisitions (other than Acquisitions that constitute Investments permitted by Section 7.09(f) above or Section 7.09(m) below), for aggregate consideration in an amount not to exceed $150,000,000 in any Fiscal Year or $450,000,000 during the term of this Agreement, which consideration will include all cash expended and the value of any Capital Stock of the Company (other than Capital Stock prohibited under Section 7.01(b) and not permitted to be used for such purpose) used to consummate such Acquisition; provided that at the time of such Acquisition no Event of Default shall be continuing and immediately after giving effect to such Acquisition no Default (including any failure to be in compliance with the financial covenants calculated on a Pro Forma Basis) would occur; and (ii) in the event (x) the Debt to Total Capitalization Ratio is equal to or less than 20% (calculated on a Pro Forma Basis), (y) the Financial Strength Rating Condition is satisfied (calculated on a Pro Forma Basis) and (z) the consideration for such Acquisitions consists solely of such Capital Stock, the limits referred to above shall be increased to $500,000,000 in any Fiscal Year and $1,000,000,000 during the term of this Agreement; and
(m) Investments not otherwise permitted hereby in an aggregate amount expended not to exceed $50,000,000 in any Fiscal Year.
Appears in 1 contract