Limitation on Debt, Liens. During the period beginning on the date of this Agreement and ending on the Termination Date, the Company shall refrain, and shall ensure that each of its Subsidiaries refrains, from (A) incurring any Debt (including without limitation by issuing any Debt securities) or increasing the amount of any existing line of credit or other Debt facility beyond the amount outstanding on the date hereof or (B) granting, establishing or maintaining any Lien on any of its assets, including without limitation any pledge of securities owned or held by it (including without limitation any securities issued by any such Subsidiary), other than Permitted Liens. Notwithstanding the foregoing, the Company and/or its Subsidiaries may incur Debt for purposes of effecting one or more acquisitions (by means of purchase of all or substantially all of the assets of another entity), provided that the aggregate amount of such new Debt shall not exceed $3 million and provided further, that such new Debt shall be unsecured Subordinated Debt. and subject to the “most favored nation” provision in Section 4.21 (such Debt, the “Permitted Subordinated Debt”).
Appears in 3 contracts
Samples: Securities Purchase Agreement (Earth Biofuels Inc), Securities Purchase Agreement (Earth Biofuels Inc), Securities Purchase Agreement (Earth Biofuels Inc)
Limitation on Debt, Liens. During the period beginning on the date of this Agreement and ending on the Termination Date, the Company shall refrain, and shall ensure that each of its Subsidiaries refrains, from (A) incurring any Debt (including without limitation by issuing any Debt securities) or increasing the amount of any existing line of credit or other Debt facility beyond the amount outstanding on the date hereof or (B) granting, establishing or maintaining any Lien on any of its assets, including without limitation any pledge of securities owned or held by it (including without limitation any securities issued by any such Subsidiary), other than Permitted Liens. Notwithstanding the foregoing, the Company and/or its Subsidiaries may incur Debt for purposes of effecting one or more acquisitions (by means of purchase of all or substantially all of the assets of another entity), provided that the aggregate amount of such new Debt shall not exceed $3 million and provided further, that such new Debt shall be unsecured Subordinated Debt. Debt and subject to the “most favored nation” provision in Section 4.21 (such Debt, the “Permitted Subordinated Debt”).
Appears in 3 contracts
Samples: Securities Purchase Agreement (Earth Biofuels Inc), Securities Purchase Agreement (Earth Biofuels Inc), Securities Purchase Agreement (Earth Biofuels Inc)