Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, issue, create, incur, assume, guarantee or otherwise directly or indirectly become liable for (including as a result of an acquisition), or otherwise become responsible for, contingently or otherwise (individually or collectively, to "Incur" or, as appropriate, an "Incurrence"), any Indebtedness. Neither the accrual of interest (including the issuance of "pay in kind" securities or similar instruments in respect of such accrued interest) pursuant to the terms of Indebtedness Incurred in compliance with this covenant, nor the accretion of original issue discount, nor the mere extension of the maturity of any Indebtedness shall be deemed to be an Incurrence of Indebtedness. Notwithstanding the foregoing, if there exists no Default or Event of Default immediately prior and subsequent thereto, the Company may Incur Indebtedness and any Restricted Subsidiary may Incur Acquired Indebtedness if the Company's Annualized Operating Cash Flow Ratio, after giving effect to the Incurrence of such Indebtedness, would have been less than 8.5 to 1.0 at any time prior to December 31, 2000 and 8.0 to 1.0 thereafter, and the application of the proceeds therefrom. In addition, the foregoing limitations will not apply to the Incurrence of the following; provided that, except in the case of clauses (i), (vii), (viii) and (xi) below, there exists no Default or Event of Default immediately prior and subsequent thereto: (i) Indebtedness of the Company or any of its Restricted Subsidiaries under a Credit Facility in an aggregate principal amount at any one time outstanding not to exceed $1.0 billion, reduced by (a) permanent reductions in commitments in satisfaction of the Net Cash Proceeds application requirement set forth in Section 4.14, (b) permanent reductions in amounts outstanding pursuant to scheduled amortizations and mandatory prepayments in accordance with the terms thereof (to the extent actually made), (c) the principal amount of the Old Notes that at the relevant date of determination is outstanding after consummation of the Merger and the transactions consummated substantially contemporaneously therewith (other than Old Notes which have been properly defeased) and (d) any Indebtedness outstanding pursuant to clause (xiv); (ii) Indebtedness of a Restricted Subsidiary under one or more bank credit facilities provided such Indebtedness could be incurred by the Issuer under the Annualized Operating Cash Flow Ratio provision set forth in the second paragraph of this covenant; (iii) Indebtedness of the Company evidenced by the Securities;
Appears in 1 contract
Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, issue, create, incur, assume, guarantee guarantee, acquire, become liable, contingently or otherwise directly or indirectly become liable for (including as a result of an acquisition)otherwise, with respect to, or otherwise become responsible for, contingently or otherwise for payment of (individually or collectively, to "Incur" or, as appropriate, an incur"Incurrence"), any Indebtedness. Neither the accrual of interest (including the issuance of "pay in kind" securities or similar instruments in respect of such accrued interest) pursuant to the terms of Indebtedness Incurred in compliance with this covenant, nor the accretion of original issue discount, nor the mere extension of the maturity of any Indebtedness shall be deemed to be an Incurrence of (other than Permitted Indebtedness. Notwithstanding the foregoing); provided, however, that if there exists no Default or Event of Default immediately prior shall have occurred and subsequent theretobe continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and its Restricted Subsidiaries may Incur incur Indebtedness and any Restricted Subsidiary may Incur (including, without limitation, Acquired Indebtedness Indebtedness), in each case if on the Company's Annualized Operating Cash Flow Ratiodate of the incurrence of such Indebtedness, after giving effect to the Incurrence of such Indebtedness, would have been less than 8.5 to 1.0 at any time prior to December 31, 2000 and 8.0 to 1.0 thereafter, incurrence thereof and the application of the proceeds therefrom. In addition, the foregoing limitations will not apply to the Incurrence Consolidated Fixed Charge Coverage Ratio of the following; provided that, except in the case of clauses (i), (vii), (viii) and (xi) below, there exists no Default or Event of Default immediately prior and subsequent thereto:
Company is (i) Indebtedness of greater than 2.0 to 1.0 if such incurrence is on or prior to March 15, 2000 or (ii) greater than 2.25 to 1.0 if such incurrence occurs thereafter. Section 4.13. Limitation on Dividend and Other Payment Restrictions Affecting the Company and Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries under a Credit Facility in an aggregate principal amount at to, directly or indirectly, create or otherwise cause or permit to exist or become effective any one time outstanding not encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to exceed $1.0 billion, reduced by (a) permanent reductions pay dividends or make any other distributions on or in commitments in satisfaction respect of the Net Cash Proceeds application requirement set forth in Section 4.14, its Capital Stock; (b) permanent reductions in amounts outstanding pursuant make loans or advances or to scheduled amortizations and mandatory prepayments in accordance with the terms thereof (pay any Indebtedness or other obligation owed to the extent actually made), Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the principal amount Company or any other Restricted Subsidiary of the Old Notes that at the relevant date of determination is outstanding after consummation of the Merger and the transactions consummated substantially contemporaneously therewith Company, except for such encumbrances or restrictions existing under or by reason of: (other than Old Notes which have been properly defeased1) and applicable law; (d2) any Indebtedness outstanding pursuant to clause (xiv)this Indenture;
(ii) Indebtedness of a Restricted Subsidiary under one or more bank credit facilities provided such Indebtedness could be incurred by the Issuer under the Annualized Operating Cash Flow Ratio provision set forth in the second paragraph of this covenant;
(iii) Indebtedness of the Company evidenced by the Securities;
Appears in 1 contract
Samples: Indenture (Sitel Corp)
Limitation on Incurrence of Additional Indebtedness. The After the Issue Date, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, issue, create, incur, assume, guarantee or otherwise directly or indirectly become liable for (including as a result of an acquisition), or otherwise become responsible for, contingently or otherwise (individually or collectively, to "Incur" or, as appropriate, an "Incurrence"), any Indebtedness. Neither the accrual of interest (including the issuance of "pay in kind" securities or similar instruments in respect of such accrued interest) pursuant to the terms of Indebtedness Incurred in compliance with this covenant, nor the accretion of original issue discount, nor the mere extension of the maturity of any Indebtedness shall be deemed to be an Incurrence of Indebtedness. Notwithstanding the foregoing, if there exists no Default or Event of Default immediately prior and subsequent thereto, (x) the Company may Incur Indebtedness if, after giving effect to the Incurrence of such Indebtedness, the Company's Annualized Operating Cash Flow Ratio would have been less than 8.5 to 1 and (y) any Restricted Subsidiary may Incur Acquired Indebtedness if the Companysuch Restricted Subsidiary's Annualized Operating Cash Flow Ratio, after giving effect to the Incurrence of such Indebtedness, would have been less than 8.5 to 1.0 at any time prior to December 31, 2000 and 8.0 to 1.0 thereafter, and the application of the proceeds therefrom1. In addition, the foregoing limitations will not apply to the Incurrence of the following; provided that, except in the case of clauses (i), (vii), (viii) and (xi) below, if there exists no Default or Event of Default immediately prior and subsequent thereto, the foregoing limitations will not apply to the Incurrence of:
(i) Indebtedness of by the Company or any of its Restricted Subsidiaries constituting Existing Indebtedness, reduced by repayments of and permanent reductions in commitments in satisfaction of the Net Cash Proceeds application requirement under a Credit Facility Section 4.15 and by repayments and permanent reductions in amounts outstanding pursuant to scheduled amortizations and mandatory prepayments in accordance with the terms thereof;
(ii) Indebtedness, in an aggregate principal amount at any one time outstanding not to exceed in excess of $1.0 billion525,000,000, permitted under the Credit Facility, reduced by (a) repayments of and permanent reductions in commitments in satisfaction of the Net Cash Proceeds application requirement set forth in Section 4.14, 4.15 and (b) permanent reductions in amounts outstanding pursuant to scheduled amortizations and mandatory prepayments in accordance with the terms thereof (an amount equal to the extent actually made), sum of (cA) the outstanding principal amount of the Old PCW Secured Notes that at the relevant date of determination is outstanding after consummation of the Merger and the transactions consummated substantially contemporaneously therewith (other than Old Notes which have been properly defeased) and (dB) any the aggregate amount of Indebtedness outstanding Incurred pursuant to clause (xiv);
x) below to refinance the PCW Secured Notes or the Credit Facility so long as such amounts Incurred pursuant to clause (x) remain outstanding; provided that, if there exists a Default or an Event of Default immediately prior or subsequent thereto, the Company and its Restricted Subsidiaries may Incur Indebtedness pursuant to this clause (ii) Indebtedness so long as the proceeds from such Incurrence are not used, directly or indirectly, to pay any amounts owing in respect of a Restricted Subsidiary under one or more bank credit facilities provided such Indebtedness could be incurred by any Indebtedness, including, without limitation, principal, interest and commitment fees, other than with respect to the Issuer under the Annualized Operating Cash Flow Ratio provision set forth in the second paragraph of this covenantSecurities;
(iii) Indebtedness of the Company evidenced by the Securities;
(iv) (a) Permitted Acquisition Indebtedness of the Company or any Restricted Subsidiaries that satisfies the provisions of clause (x) of the definition thereof or (b) Permitted Acquisition Indebtedness of any Restricted Subsidiary that satisfies the provisions of clause (y) of the definition thereof;
(v) Indebtedness between the Company and any Restricted Subsidiary of the Company or between Restricted Subsidiaries of the Company; provided, however, that, in the case of Indebtedness of the Company, such obligations shall be unsecured and subordinated in all respects to the Holders' rights pursuant to the Securities, and the date of any event that causes a Restricted Subsidiary no longer to be a Restricted Subsidiary shall be an Incurrence Date with respect to such Indebtedness;
(vi) Capitalized Lease Obligations and Purchase Money Indebtedness in an aggregate amount or aggregate principal amount, as the case may be, outstanding at any time not to exceed in the aggregate $15,000,000;
(vii) Indebtedness of the Company or any Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company to the extent none of the foregoing results in the obligation to repay an obligation for money borrowed by any Person and are limited in aggregate amount to no greater than 10% of the fair market value of such business, assets or Restricted Subsidiary so disposed of;
(viii) Indebtedness of the Company or any Restricted Subsidiary under standby letters of credit or reimbursement obligations with respect thereto issued in the ordinary course of business and consistent with industry practices limited in aggregate amount to $5,000,000 at any one time outstanding;
(ix) Indebtedness of the Company or any Restricted Subsidiary (other than Indebtedness permitted by the first paragraph of this Section 4.12 or clause (i) through (viii) or (x) of this Section 4.12) not to exceed $100,000,000 at any one time outstanding; and
(x) Refinancing Indebtedness Incurred to extend, renew, replace or refund Indebtedness permitted under the first paragraph of this Section 4.12 or clauses (i) (as so reduced in amount), (ii) (as so reduced in amount), (iii), (iv) and (x) of this paragraph. For purposes of determining compliance with this Section 4.12, in the event that an item of Indebtedness meets the criteria of more than one of the categories described above or is entitled to be incurred pursuant to the second paragraph of this Section 4.12, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.12 and such item of Indebtedness will be treated as having been incurred pursuant to only one of such clauses or pursuant to the second paragraph of this Section 4.12. In addition, the Company may, at any time, change the classification of an item of Indebtedness (or any portion thereof) to any other clause or to the second paragraph of this Section, provided that the Company would be permitted to Incur such item of Indebtedness (or such portion thereof) pursuant to such other clause or the second paragraph of this Section 4.12, as the case may be, at such time of reclassification. Indebtedness of any Person that is not a Restricted Subsidiary of the Company (or that is a Non-Recourse Restricted Subsidiary designated to be a Restricted Subsidiary, but no longer a Non-Recourse Restricted Subsidiary), which Indebtedness is outstanding at the time such Person becomes such a Restricted Subsidiary of the Company or is merged with or into or consolidated with the Company or a Restricted Subsidiary of the Company shall be deemed to have been Incurred, as the case may be, at the time such Person becomes such a Restricted Subsidiary of the Company, or is merged with or into or consolidated with the Company or a Restricted Subsidiary of the Company.
Appears in 1 contract
Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, after the Issue Date, directly or indirectly, issue, create, incur, assume, guarantee or otherwise directly or indirectly become liable for (including as a result of an 50 acquisition), or otherwise become responsible for, contingently or otherwise (individually or collectively, to "Incur" or, as appropriate, an "Incurrence"), any Indebtedness. Neither the accrual of interest (including the issuance of "pay in kind" securities or similar instruments in respect of such accrued interest) pursuant to the terms of Indebtedness Incurred in compliance with this covenant, nor the accretion of original issue discount, nor the mere extension of the maturity of any Indebtedness shall be deemed to be an Incurrence of Indebtedness. Notwithstanding the foregoing, if there exists no Default or Event of Default immediately prior and subsequent thereto, the Company may Incur Indebtedness and any Restricted Subsidiary may Incur Acquired incur Indebtedness if the Company's Annualized Operating Cash Flow Ratio, after giving effect to the Incurrence of such Indebtedness, would have been less than 8.5 8 to 1.0 at any time prior to December 31, 2000 and 8.0 to 1.0 thereafter, and the application of the proceeds therefrom1. In addition, the foregoing limitations will not apply to the Incurrence of the following; provided that, except in the case of clauses (i), (vii), (viii) and (xi) below, if there exists no Default or Event of Default immediately prior and subsequent thereto:
, the foregoing limitations will not apply to the Incurrence of (i) Indebtedness of by the Company or any of its Restricted Subsidiaries under a Credit Facility in an aggregate principal amount at any one time outstanding not to exceed $1.0 billionconstituting Existing Indebtedness, reduced by (a) repayments of and permanent reductions in commitments in satisfaction of the Net Cash Proceeds application requirement set forth in Section 4.14, (b) 4.15 and by repayments and permanent reductions in amounts outstanding pursuant to scheduled amortizations and mandatory prepayments in accordance with the terms thereof thereof, (ii) Indebtedness, in an aggregate principal amount not in excess of $525,000,000, permitted under the Credit Agreement, reduced by (a) repayments of and permanent reductions in commitments in satisfaction of the Net Cash Proceeds application requirement set forth in Section 4.15 and (b) an amount equal to the extent actually made), (c) the principal aggregate amount of the Old Notes that at the relevant date of determination is outstanding after consummation of the Merger and the transactions consummated substantially contemporaneously therewith (other than Old Notes which have been properly defeased) and (d) any Indebtedness outstanding Incurred pursuant to clause (xivx);
, below, so long as such amounts Incurred pursuant to clause (x) remain outstanding; provided that, if there exists a Default or an Event of Default immediately prior or subsequent thereto, the Company and its Restricted Subsidiaries may Incur Indebtedness pursuant to this clause (ii) Indebtedness so long as the proceeds from such Incurrence are not used directly to pay any amounts owing in respect of a Restricted Subsidiary under one or more bank credit facilities provided such Indebtedness could be incurred by any Indebtedness, including, without limitation, principal, interest and commitment fees, other than with respect to the Issuer under Notes and the Annualized Operating Cash Flow Ratio provision set forth in the second paragraph of this covenant;
Holdings Securities, (iii) Indebtedness of the Company evidenced by the Securities;, (iv)(A) Permitted Acquisition Indebtedness by the Company that satisfies the provisions of clause (x) of the definition thereof or (B) Permitted Acquisition Indebtedness by any Restricted Subsidiary that satisfies the provisions of clause (y) of the definition thereof, (v) Indebtedness between the Company and any Restricted Subsidiary of the Company or between Restricted Subsidiaries of the Company, provided that, in the case of Indebtedness of the Company, such obligations shall be unsecured and subordinated in all respects to the Holders' rights pursuant to the Securities, and the date of any event that causes
a Restricted Subsidiary no longer to be a Restricted Subsidiary shall be an Incurrence Date with respect to such Indebtedness, (vi) Capitalized Lease Obligations and Purchase Money Indebtedness in an aggregate amount or aggregate principal amount, as the case may be, outstanding at any time not to exceed in the aggregate $15,000,000, provided that in the case of Purchase Money Indebt- edness, such Indebtedness shall not constitute less than 75% nor more than 100% of the cost (determined in accordance with GAAP) to the Company or such Restricted Subsidiary of the property purchased or leased with the proceeds thereof, (vii) Indebtedness of the Company or any Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company to the extent none of the foregoing results in the obligation to repay an obligation for money borrowed by any Person and are limited in aggregate amount to no greater than 10% of the fair market value of such business, assets or Restricted Subsidiary so disposed of, (viii) any guarantee by any Restricted Subsidiary of any Senior Indebtedness Incurred in compliance with this Section 4.12, (ix) Indebtedness of the Company or any Restricted Subsidiary under standby letters of credit or reimbursement obligations with respect thereto issued in the ordinary course of business and consistent with industry practices limited in aggregate amount to $5,000,000 at any one time outstanding, (x) Indebtedness of the Company (other than Indebtedness permitted by clauses (i) through (ix) or (xi) hereof) not to exceed $100,000,000 at any one time outstanding and (xi) Refinancing Indebted ness Incurred to extend, renew, replace or refund Indebtedness permitted under clauses (i) (as so reduced in amount), (ii) (as so reduced in amount), (iii), (iv) and (xi) of this paragraph. Indebtedness of any Person that is not a Restricted Subsidiary of the Company (or that is a Non-Recourse Restricted Subsidiary designated to be a Restricted Subsidiary, but no longer a Non-Recourse Restricted Subsidiary), which Indebtedness is outstanding at the time such Person becomes such a Restricted Subsidiary of the Company or is merged with or into or consolidated with the Company or a Restricted Subsidiary of the Company shall be deemed to have been Incurred, as the case may be, at the time such Person becomes such a Restricted Subsidiary of the Company, or is merged with or into or consolidated with the Company or a Restricted Subsidiary of the Company.
Appears in 1 contract
Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, issue, create, incur, assume, guarantee or otherwise directly or indirectly become liable for (including as a result of an acquisition), or otherwise become responsible for, contingently or otherwise (individually or collectively, to "Incur" or, as appropriate, an "Incurrence"), any Indebtedness. Neither the accrual of interest (including the issuance of "pay in kind" securities or similar instruments in respect of such accrued interest) pursuant to the terms of Indebtedness Incurred in compliance with this covenant, nor the accretion of original issue discount, nor the mere extension of the maturity of any Indebtedness shall be deemed to be an Incurrence of Indebtedness. Notwithstanding the foregoing, if there exists no Default or Event of Default immediately prior and subsequent thereto, the Company may Incur Indebtedness and any Restricted Subsidiary may Incur Acquired Indebtedness if the Company's Annualized Operating Cash Flow Ratio, after giving effect to the Incurrence of such Indebtedness, would have been less than 8.5 to 1.0 at any time prior to December 31, 2000 and 8.0 to 1.0 thereafter, and the application of the proceeds therefrom. In addition, the foregoing limitations will not apply to the Incurrence of the following; provided that, except in the case of clauses (i), (vii), (viii) and (xi) below, there exists no Default or Event of Default immediately prior and subsequent thereto:
(i) Indebtedness of the Company or any of its Restricted Subsidiaries under a Credit Facility in an aggregate principal amount at any one time outstanding not to exceed $1.0 billion, reduced by (a) permanent reductions in commitments in satisfaction of the Net Cash Proceeds application requirement set forth in Section 4.14, (b) permanent reductions in amounts outstanding pursuant to scheduled amortizations and mandatory prepayments in accordance with the terms thereof (to the extent actually made), (c) the principal amount of the Old Notes that at the relevant date of determination is outstanding after consummation of the Merger and the transactions consummated substantially contemporaneously therewith (other than Old Notes which have been properly defeased) and (d) any Indebtedness outstanding pursuant to clause (xiv);
(ii) Indebtedness of a Restricted Subsidiary under one or more bank credit facilities provided such Indebtedness could be incurred by the Issuer under the Annualized Operating Cash Flow Ratio provision set forth in the second paragraph of this covenant;
(iii) Indebtedness of the Company evidenced by the Securities;
(iv) Indebtedness represented by the Old Notes or the Convertible Notes that remain outstanding after consummation of the Merger and the transactions consummated substantially contemporaneously therewith;
(v) Indebtedness between the Company and any Restricted Subsidiary of the Company or between Restricted Subsidiaries of the Company, provided that, in the case of Indebtedness of the Company, such obligations shall be unsecured and subordinated in all respects to the Holders' rights pursuant to the Securities and the Company's guarantee under the Credit Facility;
(vi) Capitalized Lease Obligations and Purchase Money Indebtedness in an aggregate amount or aggregate principal amount, as the case may be, outstanding at any time not to exceed in the aggregate $20,000,000, provided that in the case of Purchase Money Indebtedness, such Indebtedness shall not constitute more than 100% of the cost (determined in accordance with GAAP) to the Company or such Restricted Subsidiary of the property purchased or leased with the proceeds thereof;
(vii) Indebtedness of the Company or any Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company to the extent none of the foregoing results in the obligation to repay an obligation for money borrowed by any Person and are limited in aggregate amount to no greater than 10% of the fair market value of such business, assets or Restricted Subsidiary so disposed of;
(viii) any guarantee by any Restricted Subsidiary made in accordance with the provisions of Section 4.20;
(ix) Indebtedness Incurred by the Company or any of its Restricted Subsidiaries in connection with the acquisition of a new Restricted Subsidiary, the majority of whose revenues for the most recent twelve months for which audited or unaudited financial statements are available are from a Related Business, or of property, business or assets which, or Capital Stock of a Person all or substantially all of whose assets, are a type generally used in a Related Business; provided that such Indebtedness was Incurred by the prior owner of such Restricted Subsidiary, property, business, assets or Capital Stock prior to such contemplation of, such acquisition by the Company or one of its Restricted Subsidiaries and was not Incurred in connection with, or in contemplation of, such acquisition by the Company or one of its Restricted Subsidiaries; and provided, further, that the principal amount (or accreted value, as applicable) of such Indebtedness, together with any other outstanding Indebtedness Incurred pursuant to this clause (ix), does not exceed $25.0 million at any one time outstanding;
(x) Indebtedness of the Company or any Restricted Subsidiary under standby letters of credit or reimbursement obligations with respect thereto issued in the ordinary course of business and consistent with industry practices limited in aggregate amount to $5.0 million at any one time outstanding;
(xi) Interest Rate Protection Obligations relating to (A) Indebtedness of the Company or any Restricted Subsidiary (which Indebtedness is otherwise permitted to be Incurred under this covenant) or (B) Indebtedness for which a lender has provided a commitment in an amount reasonably anticipated to be Incurred by the Company or any Restricted Subsidiary in the 12 months after such Interest Rate Protection Obligations has been Incurred; provided, however, that the notional principal amount of such Interest Rate Protection Obligation does not exceed the principal amount of the Indebtedness (including Indebtedness subject to commitments) to which such Interest Rate Protection Obligations relate;
(xii) Indebtedness of the Company (other than Indebtedness permitted by clauses (i) through (xi) or (xiv) hereof) not to exceed $75.0 million at any one time outstanding;
(xiii) Refinancing Indebtedness Incurred to extend, renew, replace or refund Indebtedness permitted under clauses (iii) or (iv) of this paragraph (plus any reasonably determined prepayment premium necessary to accomplish such refinancing and such reasonable fees and expenses incurred in connection therewith); and
(xiv) Refinancing Indebtedness Incurred by the Company to extend, renew, replace or refund Indebtedness permitted under clause (i) of this paragraph (plus any reasonably determined prepayment premium necessary to accomplish such refinancing and such reasonable fees and expenses incurred in connection therewith). For purposes of clause (i)(c) above, the transactions consummated substantially contemporaneously with the Merger may include, without limitation, the repayment of Old Notes outstanding Merger Date within one Business Day of the Merger Date if the Company, upon consummation of the Merger, shall have, pursuant to such instruments acceptable to the agent lender under the Credit Facility, (i) caused to be set aside sufficient funds borrowed by it or a Restricted Subsidiary under the Credit Facility to make such repayment and (ii) shall have given irrevocable instructions to the lender under such Credit Facility, in a form acceptable to such agent lender, to direct borrowed funds to the repayment of such Old Notes no later than the Business Day immediately following the Merger Date.
Appears in 1 contract
Samples: Indenture (Pricellular Corp)
Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, after the Issue Date, directly or indirectly, issue, create, incur, assume, guarantee or otherwise directly or indirectly become liable for (including as a result of an acquisition), or otherwise become responsible for, contingently or otherwise (individually or collectively, to "Incur" or, as appropriate, an "Incurrence"), any Indebtedness. Neither the accrual of interest (including the issuance of "pay in kind" securities or similar instruments in respect of such accrued interest) pursuant to the terms of Indebtedness Incurred in compliance with this covenant, nor the accretion of original issue discount, nor the mere extension of the maturity of any Indebtedness shall be deemed to be an Incurrence of Indebtedness. Notwithstanding the foregoing, if there exists no Default or Event of Default immediately prior and subsequent thereto, the Company may Incur Indebtedness and any Restricted Subsidiary may Incur Acquired incur Indebtedness if the Company's Annualized Operating Cash Flow Ratio, after giving effect to the Incurrence of such Indebtedness, would have been less than 8.5 8 to 1.0 at any time prior to December 31, 2000 and 8.0 to 1.0 thereafter, and the application of the proceeds therefrom1. In addition, the foregoing limitations will not apply to the Incurrence of the following; provided that, except in the case of clauses (i), (vii), (viii) and (xi) below, if there exists no Default or Event of Default immediately prior and subsequent thereto:
, the foregoing limitations will not apply to the Incurrence of (i) Indebtedness of by the Company or any of its Restricted Subsidiaries under a Credit Facility in an aggregate principal amount at any one time outstanding not to exceed $1.0 billionconstituting Existing Indebtedness, reduced by (a) repayments of and permanent reductions in commitments in satisfaction of the Net Cash Proceeds application requirement set forth in Section 4.14, (b) 4.15 and by repayments and permanent reductions in amounts outstanding pursuant to scheduled amortizations and mandatory prepayments in accordance with the terms thereof thereof, (ii) Indebtedness, in an aggregate principal amount not in excess of $525,000,000, permitted under the Credit Agreement, reduced by (a) repayments of and permanent reductions in commitments in satisfaction of the Net Cash Proceeds application requirement set forth in Section 4.15 and (b) an amount equal to the extent actually made), (c) the principal aggregate amount of the Old Notes that at the relevant date of determination is outstanding after consummation of the Merger and the transactions consummated substantially contemporaneously therewith (other than Old Notes which have been properly defeased) and (d) any Indebtedness outstanding Incurred pursuant to clause (xivx);
, below, so long as such amounts Incurred pursuant to clause (x) remain outstanding; provided that, if there exists a Default or an Event of Default immediately prior or subsequent thereto, the Company and its Restricted Subsidiaries may Incur Indebtedness pursuant to this clause (ii) Indebtedness so long as the proceeds from such Incurrence are not used directly to pay any amounts owing in respect of a Restricted Subsidiary under one or more bank credit facilities provided such Indebtedness could be incurred by any Indebtedness, including, without limitation, principal, interest and commitment fees, other than with respect to the Issuer under Notes and the Annualized Operating Cash Flow Ratio provision set forth in the second paragraph of this covenant;
Holdings Securities, (iii) Indebtedness of the Company evidenced by the Securities;, (iv)(A) Permitted Acquisition Indebtedness by the Company that satisfies the provisions of clause (x) of the definition thereof or (B) Permitted Acquisition Indebtedness by any Restricted Subsidiary that satisfies the provisions of clause (y) of the definition thereof, (v) Indebtedness between the Company and any Restricted Subsidiary of the Company or between Restricted Subsidiaries of the Company, provided that, in the case of Indebtedness of the Company, such obligations shall be unsecured and subordinated in all respects to the Holders' rights pursuant to the Securities, and the date of any event that causes a Restricted Subsidiary no longer to be a Restricted Subsidiary shall be an Incurrence Date with respect to such Indebtedness, (vi) Capitalized Lease Obligations and Purchase Money Indebtedness in an aggregate amount or aggregate principal amount, as the case may be, outstanding at any time not to exceed in the aggregate $15,000,000, provided that in the case of Purchase Money Indebtedness, such Indebtedness shall not constitute less than 75% nor more than 100% of the cost (determined in accordance with GAAP) to the Company or such Restricted Subsidiary of the property purchased or leased with the proceeds thereof, (vii) Indebtedness of the Company or any Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company to the extent none of the foregoing results in the obligation to repay an obligation for money borrowed by any Person and are limited in aggregate amount to no greater than 10% of the fair market value of such business, assets or Restricted Subsidiary so disposed of, (viii) any guarantee by any Restricted Subsidiary of any Senior Indebtedness Incurred in compliance with this Section 4.12, (ix) Indebtedness of the Company or any Restricted Subsidiary under standby letters of credit or reimbursement obligations with respect thereto issued in the ordinary course of business and consistent with industry practices limited in aggregate amount to $5,000,000 at any one time outstanding, (x) Indebtedness of the Company (other than Indebtedness permitted by clauses (i) through (ix) or (xi) hereof) not to exceed $100,000,000 at any one time outstanding and (xi) Refinancing Indebtedness Incurred to extend, renew, replace or refund Indebtedness permitted under clauses (i) (as so reduced in amount), (ii) (as so reduced in amount), (iii), (iv) and (xi) of this paragraph. Indebtedness of any Person that is not a Restricted Subsidiary of the Company (or that is a Non-Recourse Restricted Subsidiary designated to be a Restricted Subsidiary, but no longer a Non-Recourse Restricted Subsidiary), which Indebtedness is outstanding at the time such Person becomes such a Restricted Subsidiary of the Company or is merged with or into or consolidated with the Company or a Restricted Subsidiary of the Company shall be deemed to have been Incurred, as the case may be, at the time such Person becomes such a Restricted Subsidiary of the Company, or is merged with or into or consolidated with the Company or a Restricted Subsidiary of the Company.
Appears in 1 contract
Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, after the Issue Date, directly or indirectly, issue, create, incur, assume, guarantee or otherwise directly or indirectly become liable for (including as a result of an acquisition), or otherwise become responsible for, contingently or otherwise (individually or collectively, to "Incur" or, as appropriate, an "Incurrence"), any Indebtedness. Neither the accrual of interest (including the issuance of "pay in kind" securities or similar instruments in respect of such accrued interest) pursuant to the terms of Indebtedness Incurred in compliance with this covenant, nor the accretion of original issue discount, nor the mere extension of the maturity of any Indebtedness shall be deemed to be an Incurrence of Indebtedness. Notwithstanding the foregoing, if there exists no Default or Event of Default immediately prior and subsequent thereto, the Company may Incur Indebtedness and any Restricted Subsidiary may Incur Acquired incur Indebtedness if the Company's Annualized Operating Cash Flow Ratio, after giving effect to the Incurrence of such Indebtedness, would have been less than 8.5 8 to 1.0 at any time prior to December 31, 2000 and 8.0 to 1.0 thereafter, and the application of the proceeds therefrom1. In addition, the foregoing limitations will not apply to the Incurrence of the following; provided that, except in the case of clauses (i), (vii), (viii) and (xi) below, if there exists no Default or Event of Default immediately prior and subsequent thereto:
, the foregoing limitations will not apply to the Incurrence of (i) Indebtedness of by the Company or any of its Restricted Subsidiaries under a Credit Facility in an aggregate principal amount at any one time outstanding not to exceed $1.0 billionconstituting Existing Indebtedness, reduced by (a) repayments of and permanent reductions in commitments in satisfaction of the Net Cash Proceeds application requirement set forth in Section 4.14, (b) 4.15 and by repayments and permanent reductions in amounts outstanding pursuant to scheduled amortizations and mandatory prepayments in accordance with the terms thereof thereof, (ii) Indebtedness, in an aggregate principal amount not in excess of $525,000,000, permitted under the Credit Agreement, reduced by (a) repayments of and permanent reductions in commitments in satisfaction of the Net Cash Proceeds application requirement set forth in Section 4.15 and (b) an amount equal to the extent actually made), (c) the principal aggregate amount of the Old Notes that at the relevant date of determination is outstanding after consummation of the Merger and the transactions consummated substantially contemporaneously therewith (other than Old Notes which have been properly defeased) and (d) any Indebtedness outstanding Incurred pursuant to clause (xivx);
, below, so long as such amounts Incurred pursuant to clause (x) remain outstanding; provided that, if there exists a Default or an Event of Default immediately prior or subsequent thereto, the Company and its Restricted Subsidiaries may Incur Indebtedness pursuant to this clause (ii) Indebtedness so long as the proceeds from such Incurrence are not used directly to pay any amounts owing in respect of a Restricted Subsidiary under one or more bank credit facilities provided such Indebtedness could be incurred by any Indebtedness, including, without limitation, principal, interest and commitment fees, other than with respect to the Issuer under Notes and the Annualized Operating Cash Flow Ratio provision set forth in the second paragraph of this covenant;
Holdings Securities, (iii) Indebtedness of the Company evidenced by the Securities;, (iv)(A) Permitted Acquisition Indebtedness by the Company that satisfies the provisions of clause (x) of the definition thereof or (B) Permitted Acquisition Indebtedness by any Restricted Subsidiary that satisfies the provisions of clause (y) of the definition thereof, (v) Indebtedness between the Company and any Restricted Subsidiary of the Company or between Restricted Subsidiaries of the Company, provided that, in the case of Indebtedness of the Company, such obligations shall be unsecured and subordinated in all respects to the Holders' rights pursuant to the Securities, and the date of any event that causes a Restricted Subsidiary no longer to be a Restricted Subsidiary shall be an Incurrence Date with respect to such Indebtedness, (vi) Capitalized Lease Obligations and Purchase Money Indebtedness in an aggregate amount or aggregate principal amount, as the case may be, outstanding at any time not to exceed in the aggregate $15,000,000, provided that in the case of Purchase Money Indebt edness, such Indebtedness shall not constitute less than 75% nor more than 100% of the cost (determined in accordance with GAAP) to the Company or such Restricted Subsidiary of the property purchased or leased with the proceeds thereof, (vii) Indebtedness of the Company or any Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company to the extent none of the foregoing results in the obligation to repay an obligation for money borrowed by any Person and are limited in aggregate amount to no greater than 10% of the fair market value of such business, assets or Restricted Subsidiary so disposed of, (viii) any guarantee by any Restricted Subsidiary of any Senior Indebtedness Incurred in compliance with this Section 4.12, (ix) Indebtedness of the Company or any Restricted Subsidiary under standby letters of credit or xxxx bursement obligations with respect thereto issued in the ordinary course of busi ness and consistent with industry practices limited in aggregate amount to $5,000,000 at any one time outstanding, (x) Indebtedness of the Company (other than Indebtedness permitted by clauses (i) through (ix) or (xi) hereof) not to exceed $100,000,000 at any one time outstanding and (xi) Refinancing Indebted ness Incurred to extend, renew, replace or refund Indebtedness permitted under clauses (i) (as so reduced in amount), (ii) (as so reduced in amount), (iii), (iv) and (xi) of this paragraph. Indebtedness of any Person that is not a Restricted Subsidiary of the Company (or that is a Non-Recourse Restricted Subsidiary designated to be a Restricted Subsidiary, but no longer a Non-Recourse Restricted Subsidiary), which Indebtedness is outstanding at the time such Person becomes such a Restricted Subsidiary of the Company or is merged with or into or consolidated with the Company or a Restricted Subsidiary of the Company shall be deemed to have been Incurred, as the case may be, at the time such Person becomes such a Restricted Subsidiary of the Company, or is merged with or into or consolidated with the Company or a Restricted Subsidiary of the Company.
Appears in 1 contract
Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, after the Issue Date, directly or indirectly, issue, create, incur, assume, guarantee or otherwise directly or indirectly become liable for (including as a result of an acquisition), or otherwise become responsible for, contingently or otherwise (individually or collectively, to "Incur" or, as appropriate, an "Incurrence"), any Indebtedness. Neither the accrual of interest (including the issuance of "pay in kind" securities or similar instruments in respect of such accrued interest) pursuant to the terms of Indebtedness Incurred in compliance with this covenant, nor the accretion of original issue discount, nor the mere extension of the maturity of any Indebtedness shall be deemed to be an Incurrence of Indebtedness. Notwithstanding the foregoing, if there exists no Default or Event of Default immediately prior and subsequent thereto, the Company may Incur Indebtedness and any Restricted Subsidiary may Incur Acquired incur Indebtedness if the Company's Annualized Operating Cash Flow Ratio, after giving effect to the Incurrence of such Indebtedness, would have been less than 8.5 8 to 1.0 at any time prior to December 31, 2000 and 8.0 to 1.0 thereafter, and the application of the proceeds therefrom1. In addition, the foregoing limitations will not apply to the Incurrence of the following; provided that, except in the case of clauses (i), (vii), (viii) and (xi) below, if there exists no Default or Event of Default immediately prior and subsequent thereto:
, the foregoing limitations will not apply to the Incurrence of (i) Indebtedness of by the Company or any of its Restricted Subsidiaries under a Credit Facility in an aggregate principal amount at any one time outstanding not to exceed $1.0 billionconstituting Existing Indebtedness, reduced by (a) repayments of and permanent reductions in commitments in satisfaction of the Net Cash Proceeds application requirement set forth in Section 4.14, (b) 4.14 and by repayments and permanent reductions in amounts outstanding pursuant to scheduled amortizations and mandatory prepayments in accordance with the terms thereof (to the extent actually made)thereof, (c) the principal amount of the Old Notes that at the relevant date of determination is outstanding after consummation of the Merger and the transactions consummated substantially contemporaneously therewith (other than Old Notes which have been properly defeased) and (d) any Indebtedness outstanding pursuant to clause (xiv);
(ii) Indebtedness of a Restricted Subsidiary under one or more bank credit facilities provided such Indebtedness could be incurred by the Issuer under the Annualized Operating Cash Flow Ratio provision set forth in the second paragraph of this covenant;
(iii) Indebtedness of the Company evidenced by the Securities;, (iii)(A) Permitted Acquisition Indebtedness by the Company that satisfies the provisions of clause (x) of the definition thereof or (B) Permitted Acquisition Indebtedness by any Restricted Subsidiary that satisfies the provisions of clause (y) of the definition thereof, (iv) Indebtedness between the Company and any Restricted Subsidiary of the Company or between Restricted Subsidiaries of the Company, provided that, in the case of Indebtedness of the Company, such obligations shall be unsecured and subordinated in all respects to the Holders' rights pursuant to the Securities, (v) Capitalized Lease Obligations and Purchase Money Indebtedness in an aggregate amount or aggregate principal amount, as the case may be, outstanding at any time not to exceed in the aggregate $10,000,000, provided that in the case of Purchase Money Indebtedness, such Indebtedness shall not constitute less than 75% nor more than 100% of the cost (determined in accordance with GAAP) to the Company or such Restricted Subsidiary of the property purchased or leased with the proceeds thereof, (vi) Indebtedness of the Company or any Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company to the extent none of the foregoing results in the obligation to repay an obligation for money borrowed by any Person and are limited in aggregate amount to no greater than 10% of the fair market value of such business, assets or Restricted Subsidiary so disposed of, (vii) any guarantee by any Restricted Subsidiary of any (A) Senior Indebtedness Incurred in compliance with this covenant or (B) Indebtedness Incurred pursuant to clause (ix) of this paragraph, (viii) Indebtedness of the Company or any Restricted Subsidiary under standby letters of credit or reimbursement obligations with respect thereto issued in the ordinary course of business and consistent with industry practices limited in aggregate amount to $2,000,000 at any one time outstanding, (ix) Indebtedness of the Company (other than Indebtedness permitted by clauses (i) through (viii) or (x) hereof) not to exceed $50,000,000 at any one time outstanding and (x) Refinancing Indebtedness Incurred to extend, renew, replace or refund Indebtedness permitted under clauses (i) (as so reduced in amount), (ii), (iii) and (x) of this paragraph. Indebtedness of any Person that is not a Restricted Subsidiary of the Company (or that is a Non-Recourse Restricted Subsidiary designated to be a Restricted Subsidiary, but no longer a Non-Recourse Restricted Subsidiary), which Indebtedness is outstanding at the time such Person becomes such a Restricted Subsidiary of the Company or is merged with or into or consolidated with the Company or a Restricted Subsidiary of the Company shall be deemed to have been Incurred, as the case may be, at the time such Person becomes such a Restricted Subsidiary of the Company, or is merged with or into or consolidated with the Company or a Restricted Subsidiary of the Company.
Appears in 1 contract
Limitation on Incurrence of Additional Indebtedness. The After the Issue Date, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, issue, create, incur, assume, guarantee or otherwise directly or indirectly become liable for (including as a result of an acquisition), or otherwise become responsible for, contingently or otherwise (individually or collectively, to "Incur" or, as appropriate, an "Incurrence"), any Indebtedness. Neither the accrual of interest (including the issuance of "pay in kind" securities or similar instruments in respect of such accrued interest) pursuant to the terms of Indebtedness Incurred in compliance with this covenant, nor the accretion of original issue discount, nor the mere extension of the maturity of any Indebtedness shall be deemed to be an Incurrence of Indebtedness. Notwithstanding the foregoing, if there exists no Default or Event of Default immediately prior and subsequent thereto, the Company may Incur Indebtedness and any Restricted Subsidiary may Incur Acquired Indebtedness if the Company's Annualized Operating Cash Flow Ratioif, after giving effect to the Incurrence of such Indebtedness, the Company's Annualized Operating Cash Flow Ratio would have been less than 8.5 to 1.0 at any time prior to December 31, 2000 and 8.0 to 1.0 thereafter, and the application of the proceeds therefrom1. In addition, the foregoing limitations will not apply to the Incurrence of the following; provided that, except in the case of clauses (i), (vii), (viii) and (xi) below, if there exists no Default or Event of Default immediately prior and subsequent thereto, the foregoing limitations will not apply to the Incurrence of:
(i) Indebtedness of by the Company or any of its Restricted Subsidiaries under a Credit Facility in an aggregate principal amount at any one time outstanding not to exceed $1.0 billionconstituting Existing Indebtedness, reduced by (a) repayments of and permanent reductions in commitments in satisfaction of the Net Cash Proceeds application requirement set forth in under Section 4.14, (b) 4.15 and by repayments and permanent reductions in amounts outstanding pursuant to scheduled amortizations amortization and mandatory prepayments in accordance with the terms thereof (to the extent actually made), (c) the principal amount of the Old Notes that at the relevant date of determination is outstanding after consummation of the Merger and the transactions consummated substantially contemporaneously therewith (other than Old Notes which have been properly defeased) and (d) any Indebtedness outstanding pursuant to clause (xiv)thereof;
(ii) unsecured Indebtedness of a Restricted Subsidiary under one or more bank credit facilities provided such Indebtedness could be incurred Incurred by the Issuer under the Annualized Operating Cash Flow Ratio provision set forth Company or any Guarantor in the second paragraph of this covenantan aggregate principal amount outstanding at any time not to exceed $100,000,000 reduced by amounts Incurred pursuant to clause (x) below, so long as such amounts Incurred pursuant to clause (x) remain outstanding;
(iii) Indebtedness of Incurred by the Company evidenced by the Initial Securities and the Exchange Securities therefor and the guarantees thereof by Restricted Subsidiaries;
(a) Permitted Acquisition Indebtedness by the Company that satisfies the provisions of clause (x) of the definition thereof or (b) Permitted Acquisition In- debtedness by any Restricted Subsidiary that satisfies the provisions of clause (y) of the definition thereof;
(v) Indebtedness between the Company and any Restricted Subsidiary of the Company or between Restricted Subsidiaries of the Company; provided, however, that, in the case of Indebtedness of the Company, such obligations shall be unsecured and subordinated in all respects to the Holders' rights pursuant to the Securities, and the date of any event that causes a Restricted Subsidiary no longer to be a Restricted Subsidiary shall be an Incurrence Date with respect to such Indebtedness;
(vi) Capitalized Lease Obligations and Purchase Money Indebtedness in an aggregate amount or aggregate principal amount, as the case may be, outstanding at any time not to exceed in the aggregate $15,000,000; provided, however, that in the case of Purchase Money Indebtedness, such Indebtedness shall not constitute less than 75% nor more than 100% of the cost (determined in accordance with GAAP) to the Company or such Restricted Subsidiary of the property purchased or leased with the proceeds thereof;
(vii) Indebtedness of the Company or any Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company to the extent none of the foregoing results in the obligation to repay an obligation for money borrowed by any Person and are limited in aggregate amount to no greater than 10% of the fair market value of such business, assets or Restricted Subsidiary so disposed of;
(viii) any guarantee by any Restricted Subsidiary of any Indebtedness Incurred in compliance with Section 4.20;
(ix) Indebtedness of the Company or any Restricted Subsidiary under standby letters of credit or reimbursement obligations with respect thereto issued in the ordinary course of business and consistent with industry practices limited in aggregate amount to $5,000,000 at any one time outstanding; and
(x) Refinancing Indebtedness Incurred to extend, renew, replace or refund Indebtedness permitted under clauses (i) (as so reduced in amount), (ii) (as so reduced in amount), (iii), (iv) and (x) of this paragraph. For purposes of determining compliance with this Section 4.12, in the event that an item of Indebtedness meets the criteria of more than one of the categories described above or is entitled to be incurred pursuant to the second paragraph of this Section 4.12, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.12 and such item of Indebtedness will be treated as having been incurred pursuant to only one of such clauses or pursuant to the second paragraph of this Section 4.12. In addition, the Company may, at any time, change the classification of an item of Indebtedness (or any portion thereof) to any other clause or to the second paragraph of this Section, provided that the Company would be permitted to incur such item of Indebtedness (or such portion thereof) pursuant to such other clause or the second paragraph of this Section, as the case may be, at such time of reclassification. Indebtedness of any Person that is not a Restricted Subsidiary of the Company (or that is a Non-Recourse Restricted Subsidiary designated to be a Restricted Subsidiary, but no longer a Non-Recourse Restricted Subsidiary), which Indebtedness is outstanding at the time such Person becomes such a Restricted Subsidiary of the Company or is merged with or into or consolidated with the Company or a Restricted Subsidiary of the Company shall be deemed to have been Incurred, as the case may be, at the time such Person becomes such a Restricted Subsidiary of the Company, or is merged with or into or consolidated with the Company or a Restricted Subsidiary of the Company.
Appears in 1 contract
