Investments; Joint Ventures. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Company may make and own Investments in Subsidiaries of Company; (iii) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto; ------------ (iv) Company may make and own Investments consisting of notes received in connection with Asset Sales permitted under subsection 7.7; (v) Company may make extensions of credit or otherwise provide credit support to franchisees in respect of the deferral of royalty payments, rental payments, taxes, equipment sales, financing of restaurant properties, franchise agreements and development or territory agreements of such franchisees, provided that the aggregate amount thereof created after -------- the Closing Date shall at no time be outstanding in an amount greater than $2,000,000 to any franchisee or $12,500,000 to all franchisees; (vi) Company may make Investments in or loans to franchisees not specified in subsection 7.4(vi) in an aggregate amount not to exceed $1,500,000 at any one time outstanding; (vii) Company may continue to own loans evidenced by the Employee Tax Loan Notes in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding; (viii) Company may make and own Investments consisting of notes received from employees of Company and its Subsidiaries in connection with, and in an amount not to exceed the purchase price of, their purchase of Company Common Stock, provided such notes are secured by the Company Common Stock being purchased with the proceeds thereof; (ix) Company may make and own other Investments in an amount not to exceed $5,000,000 in the aggregate; (x) Company may make and own the Permitted Foreign Joint Venture Investment; and (xi) Company may make and own Investments permitted pursuant to subsection 7.7.
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Investments; Joint Ventures. Company shall will not, and shall will not permit any of its Consolidated Subsidiaries to, directly or indirectly, indirectly make or own any Investment in any Person, including Person or enter into any Joint Venture, except:
(i) Company and its Consolidated Subsidiaries may make and own Investments in Cash and Cash Equivalents;
(ii) Company and its Consolidated Subsidiaries may make and continue to own Investments described in Subsidiaries of CompanySchedule E annexed hereto;
(iii) Company and its Consolidated Subsidiaries may continue to own and may make intercompany loans to the Investments owned by them and described in Schedule 7.3 annexed hereto; ------------extent permitted under subsection 6.1;
(iv) Company and its Consolidated Subsidiaries may make and own Investments consisting of notes received in connection with Asset Sales permitted under subsection 7.7the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;
(v) Company and its Consolidated Subsidiaries may continue to own Investments in, and may make extensions of credit and own Investments resulting from capital calls, buyout obligations or otherwise provide credit support to franchisees similar requirements in respect of, Joint Ventures operating outside of the deferral of royalty payments, rental payments, taxes, equipment sales, financing of restaurant properties, franchise agreements and development or territory agreements of such franchisees, provided that United States which are in existence on the aggregate amount thereof created after -------- the Closing Date shall at no time be outstanding in an amount greater than $2,000,000 to any franchisee or $12,500,000 to all franchiseesdate hereof;
(vi) Company and its Consolidated Subsidiaries may make and own Investments in or loans Joint Ventures operating outside of the United States if such arrangement is required pursuant to franchisees not specified the law of the jurisdiction in subsection 7.4(vi) in an aggregate amount not to exceed $1,500,000 at any one time outstandingwhich such Joint Venture is operating;
(vii) Company and its Consolidated Subsidiaries may continue to make and own loans evidenced by Investments arising in connection with Com- modities Agreements entered into in accordance with current industry practice or the Employee Tax Loan Notes in an aggregate principal amount not to exceed $5,000,000 at any one time outstandingpast practices of Company and its Subsidiaries;
(viii) Company and its Consolidated Subsidiaries may make and own Investments consisting of notes received from employees of Company and its Subsidiaries in connection withwith respect to Contingent Obligations which are not prohibited by subsection 6.4 and, and in an amount not upon any Investment actually arising pursuant thereto, the Investment corresponding to exceed the purchase price of, their purchase of Company Common Stock, provided such notes are secured by the Company Common Stock being purchased with the proceeds thereofContingent Obligation so extinguished;
(ix) Company may make Acquisition Newcos and own other Investments in an amount not to exceed $5,000,000 in the aggregate;
(x) Company Genie Holdings may make and own the Permitted Foreign Joint Venture InvestmentInvestments in Genie and Genie Holdings contemplated in connection with the Genie Acquisition; and
(xix) In addition to Investments permitted by clauses (i)- (ix) above, Company and its Consolidated Subsidiaries may make and own Investments with an aggregate fair market value of not more than $500,000,000; provided that, except as set forth in this clause (x), neither Company nor any of its Consolidated Subsidiaries may make or own Investments in any Margin Stock; provided, further that the aggregate fair value of investments in Margin Stock permitted pursuant to under this subsection 7.76.3 shall not at any time exceed $20,000,000.
Appears in 1 contract
Investments; Joint Ventures. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:
(i) Company and its Subsidiaries may make and own Investments in Cash and Cash EquivalentsMarketable Securities;
(ii) Company and its Subsidiaries may make and own Investments in Subsidiaries of Companyintercompany loans to the extent permitted under subsection 6.1(iii);
(iii) (Reserved);
(iv) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 6.3 annexed hereto; ------------hereto or, if not described in Schedule 6.3, in the aggregate not exceeding $10,000,000;
(ivv) Borrowers and their respective Subsidiaries may continue to own and make Investments in or make acquisitions of businesses substantially similar to those currently conducted by Company or in related industries and Borrowers and their Subsidiaries may make Investments in new and own existing Subsidiaries; provided that any such Investments consisting are permitted by the provisions of notes received subsection 6.7(v); 124
(vi) Borrowers and their respective Subsidiaries may acquire and retain ownership of Investments in connection with Asset Sales permitted under by subsection 7.7;
(v) Company may make extensions of credit or otherwise provide credit support to franchisees in respect of the deferral of royalty payments, rental payments, taxes, equipment sales, financing of restaurant properties, franchise agreements and development or territory agreements of such franchisees, 6.7(iv); provided that the aggregate net amount thereof created after -------- the Closing Date of all such Investments described in this subsection 6.3(vi) shall not at no any time be outstanding in an amount greater than $2,000,000 to any franchisee or $12,500,000 to all franchisees;
(vi) Company may make Investments in or loans to franchisees not specified in subsection 7.4(vi) in an aggregate amount not to exceed $1,500,000 at any one time outstanding100,000,000; and provided further, however, that for purposes of compliance with this subsection 6.3(vi) Asset Sales involving the simultaneous receipt of notes and sale of such notes to a third party shall be excluded;
(vii) Company and its Subsidiaries may continue to make and own loans evidenced by Investments received in connection with the Employee Tax Loan Notes bankruptcy or reorganization of suppliers and customers and in an aggregate principal amount not to exceed $5,000,000 at any one time outstandingsettlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;
(viii) Company and its Subsidiaries may make and own Investments consisting of notes received from employees of Company and its Subsidiaries in connection with, and in an amount not with respect to exceed the purchase price of, their purchase of Company Common Stock, provided such notes Contingent Obligations which are secured permitted by the Company Common Stock being purchased with the proceeds thereof;subsection 6.4; and
(ix) Company and its Subsidiaries may make and continue to own other Investments in an amount not to exceed $5,000,000 in the aggregate;
(x) Company may make in, and own the Permitted Foreign Joint Venture Investment; and
(xi) Company may make and own Investments permitted pursuant to subsection 7.7resulting from capital calls, buyout obligations or similar requirements in respect of, Joint Ventures in the ordinary course of business.
Appears in 1 contract
Investments; Joint Ventures. Company shall will not, and shall will not permit any of its Consolidated Subsidiaries to, directly or indirectly, indirectly make or own any Investment in any Person, including Person or enter into any Joint Venture, except:
(i) Company and its Consolidated Subsidiaries may make and own Investments in Cash and Cash Equivalents;
(ii) Company and its Consolidated Subsidiaries may make and continue to own Investments described in Subsidiaries of CompanySchedule C annexed hereto;
(iii) Company and its Consolidated Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto; ------------may make intercompany loans;
(iv) Company and its Consolidated Subsidiaries may make and own Investments consisting of notes received in connection with Asset Sales permitted under subsection 7.7the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;
(v) Company and its Consolidated Subsidiaries may continue to own Investments in, and may make extensions of credit and own Investments resulting from capital calls, buyout obligations or otherwise provide credit support to franchisees similar requirements in respect of, Joint Ventures operating outside of the deferral of royalty payments, rental payments, taxes, equipment sales, financing of restaurant properties, franchise agreements and development or territory agreements of such franchisees, provided that United States which are in existence on the aggregate amount thereof created after -------- the Closing Date shall at no time be outstanding in an amount greater than $2,000,000 to any franchisee or $12,500,000 to all franchiseesdate hereof;
(vi) Company and its Consolidated Subsidiaries may make and own Investments in or loans Joint Ventures operating outside of the United States if such arrangement is required pursuant to franchisees not specified the law of the jurisdiction in subsection 7.4(vi) in an aggregate amount not to exceed $1,500,000 at any one time outstandingwhich such Joint Venture is operating;
(vii) Company may continue to own loans evidenced by the Employee Tax Loan Notes in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding;
(viii) Company and its Consolidated Subsidiaries may make and own Investments consisting arising in connection with Commodities Agreements entered into in accordance with current industry practice (at the time of notes received from employees making any such Investment) or the past practices of Company and its Subsidiaries in connection with, and in an amount not to exceed the purchase price of, their purchase of Company Common Stock, provided such notes are secured by the Company Common Stock being purchased with the proceeds thereof;
(ix) Company may make and own other Investments in an amount not to exceed $5,000,000 in the aggregate;
(x) Company may make and own the Permitted Foreign Joint Venture InvestmentSubsidiaries; and
(xiviii) In addition to Investments permitted by clauses (i)-(vii) above, Company and its Consolidated Subsidiaries may make and own Investments permitted pursuant to subsection 7.7.with an aggregate fair market value of not more than $750,000,000. 127
Appears in 1 contract
Investments; Joint Ventures. Company No Borrower shall, nor shall not, and shall not any Borrower permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:
(i) Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents;
(ii) Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Subsidiaries of Company and may make and own additional Investments after the Closing Date in such wholly-owned Subsidiaries of Companyup to $5,000,000 in the aggregate for all such additional Investments;
(iii) in addition to the amounts permitted pursuant to subsection 7.3(ii) above, Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iii);
(iv) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto; ------------
(iv) Company may make and own Investments consisting of notes received in connection with Asset Sales permitted under subsection 7.7;
(v) Company may make extensions continue to own its Joint Venture interests in Shanghai Rockwell Graphic Systems Co., Ltd. pursuant to the terms of credit or otherwise provide credit support to franchisees its joint venture contract with Shanghai Printing & Packaging Machinery Co., as in respect of the deferral of royalty payments, rental payments, taxes, equipment sales, financing of restaurant properties, franchise agreements and development or territory agreements of such franchisees, provided that the aggregate amount thereof created after -------- effect on the Closing Date shall at no time be outstanding and may make additional Investments after the Closing Date in an amount greater than such Joint Venture of up to $2,000,000 to any franchisee or $12,500,000 to all franchisees7,500,000;
(vi) Company and its Subsidiaries may make and maintain Investments in or loans to franchisees not specified non-cash proceeds of Asset Sales in accordance with the provisions of subsection 7.4(vi) in an aggregate amount not to exceed $1,500,000 at any one time outstanding7.7(iv);
(vii) Company may continue to own loans evidenced by the Employee Tax Loan Notes in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding;
(viii) Company and its Subsidiaries may make and own Investments consisting of notes maintain investments received from employees of Company and its Subsidiaries in connection with, and in an amount not to exceed the purchase price of, their purchase of Company Common Stock, provided such notes are secured by the Company Common Stock being purchased with the proceeds thereof;
(ix) Company may make and own other Investments in an amount not to exceed $5,000,000 in the aggregate;
(x) Company may make and own the Permitted Foreign Joint Venture Investment; bankruptcy or reorganization of suppliers and
(xi) Company may make and own Investments permitted pursuant to subsection 7.7.
Appears in 1 contract
Investments; Joint Ventures. The Company shall not, and shall not cause or permit any of its Subsidiaries to, directly or indirectly, make or own any Investment (other than Permitted Investments) in any Person, including any Joint Venture, except:
(i) the Company and its Subsidiaries may make continue to own the Investments owned by them as of the Closing Date (after giving effect to the Acquisition) in any Subsidiaries of the Company and own Investments in Cash and Cash Equivalentsdescribed on Schedule B;
(ii) Company may make and own Investments in Subsidiaries of Company;
(iii) the Company and its Subsidiaries may continue to own the Investments owned by them and described on Schedule D;
(iii) the Company and its Subsidiaries may accept promissory notes received in Schedule 7.3 annexed hereto; ------------consideration of, or the deferral of a portion of the sales price accepted with respect to, any Asset Sale permitted under Section 6.15;
(iv) the Company and its Subsidiaries may make and own Investments consisting of notes received in connection with Asset Sales permitted under subsection 7.7the bankruptcy of suppliers and customers or received pursuant to a plan of reorganization of any supplier or customer, in each case in settlement of delinquent obligations or disputes with such suppliers or customers;
(v) so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, the Company or any of its Subsidiaries may make extensions loans to its employees for the purpose of credit or otherwise provide credit support to franchisees in respect purchasing Common Stock of the deferral of royalty payments, rental payments, taxes, equipment sales, financing of restaurant properties, franchise agreements and development or territory agreements of such franchisees, Company; provided that the aggregate amount thereof created after -------- the Closing Date of such loans shall not exceed $500,000 at no any time be outstanding in an amount greater than $2,000,000 to any franchisee or $12,500,000 to all franchisees;outstanding; and
(vi) The Company and its Subsidiaries may make and own other Investments in or loans to franchisees not specified in subsection 7.4(vi) in an aggregate amount not to exceed $1,500,000 25,000,000 (including the amount of any Indebtedness constituting the deferred purchase price payable in connection therewith and any amounts that may become payable in connection therewith as a result of post-closing adjustments) at any one time outstanding;
(vii) Company may continue to own loans evidenced by the Employee Tax Loan Notes in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding;
(viii) Company may make and own Investments consisting of notes received from employees of Company and its Subsidiaries in connection with, and in an amount not to exceed the purchase price of, their purchase of Company Common Stock, provided such notes are secured by the Company Common Stock being purchased with the proceeds thereof;
(ix) Company may make and own other Investments in an amount not to exceed $5,000,000 in the aggregate;
(x) Company may make and own the Permitted Foreign Joint Venture Investment; and
(xi) Company may make and own Investments permitted pursuant to subsection 7.7.
Appears in 1 contract
Samples: Senior Subordinated Credit Agreement (Capstone Pharmacy Services Inc)
Investments; Joint Ventures. Company None of New Holdings or any Borrower shall, nor shall not, and shall not New Holdings or any Borrower permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:
(i) Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents;
(ii) Company and its Subsidiaries may (1) continue to own the Investments owned by them as of the Effective Date in Borrowers; (2) continue to own the Investments owned by them as of the Effective Date in their respective Subsidiaries; and (3) make and own additional Investments in such wholly-owned Subsidiaries or any other Person or Persons that after giving effect thereto are or will be a wholly-owned Subsidiary of the Company or any of its other Subsidiaries of Companyup to $1,000,000 in the aggregate for all such additional Investments;
(iii) in addition to the amounts permitted pursuant to subsection 7.3(ii), Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iii);
(iv) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto; ------------
(iv) Company may make and own Investments consisting of notes received in connection with Asset Sales permitted under subsection 7.7;
(v) Company may continue to own its Joint Venture interests in Shanghai Xxxx Graphic Systems Co., Ltd. pursuant to the terms of its joint venture contract with Shanghai Printing & Packaging Machinery Co., as in effect on the Effective Date, and may make extensions additional Investments in such Joint Venture of credit or otherwise provide credit support up to franchisees $2,500,000 in respect of the deferral of royalty payments, rental payments, taxes, equipment sales, financing of restaurant properties, franchise agreements and development or territory agreements of such franchisees, provided that the aggregate amount thereof created after -------- the Closing Date shall at no time be outstanding in an amount greater than $2,000,000 to any franchisee or $12,500,000 to all franchiseesaggregate;
(vi) Company and its Subsidiaries may make and maintain Investments in or loans to franchisees not specified non-cash proceeds of Asset Sales in accordance with the provisions of subsection 7.4(vi) in an aggregate amount not to exceed $1,500,000 at any one time outstanding7.7(iii);
(vii) Company and its Subsidiaries may continue to own loans evidenced by make and maintain investments received in connection with the Employee Tax Loan Notes bankruptcy or reorganization of suppliers and customers and in an aggregate principal amount not to exceed $5,000,000 at any one time outstandingsettlement of delinquent obligations of, and other disputes with, customers and suppliers, in each case arising in the ordinary course of business;
(viii) Company may make and own Investments consisting of notes received from employees of Company and its Subsidiaries in connection with, and in an amount not to exceed the purchase price of, their purchase of Company Common Stock, provided such notes are secured may make Consolidated Capital Expenditures permitted by the Company Common Stock being purchased with the proceeds thereof;subsection 7.8; and
(ix) Company and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $5,000,000 in the aggregate;
(x) Company may make and own the Permitted Foreign Joint Venture Investment; and
(xi) Company may make and own Investments permitted pursuant to subsection 7.7.1,000,000. 135
Appears in 1 contract
