Major Covenants. While any Preferred Shares are outstanding, the Company covenants: (1) not to incur any debt except for (i) first mortgages on farmland with a maximum loan-to-value ratio of 60% (the “First Mortgages”); (ii) existing commercial equipment financing liens; and (iii) regular trade payables arising in day-to-day operations of the Company unless the incurrence of additional debt is agreed upon by an affirmative vote of Shareholders owning, in aggregate, not less than two‐thirds (2/3) of the outstanding Preferred Shares. (The Company’s farmland, First Mortgages, and existing commercial equipment financing liens are set forth under “Description of Securities”); (2) not to transfer or sell assets (including to an affiliate or related person or entity) other than as described above in “Inter-Company Transactions”; (3) not to transfer any funds to the Parent unless at such time (i) the Parent Loan has been repaid in full; and (ii) all accrued dividends on the Preferred Shares have been paid and (iii) the Adjusted Equity of the Company exceeds the net proceeds received by the Company in this Offering. Adjusted Equity is defined as shareholder's equity of the Company minus any amounts due to the Company from Parent and minus any amount that the Company's Board of Directors shall determine is sufficient working capital to provide for the next planting season. Each of these covenants is referred to as a “Major Covenant.”
Appears in 2 contracts
Samples: Series a Convertible Preferred Stock Purchase Agreement (TWO RIVERS WATER & FARMING Co), Series a Convertible Preferred Stock Purchase Agreement (TWO RIVERS WATER Co)
Major Covenants. While any Preferred Shares are outstanding, the Company covenants: (1) not to incur any debt except for for: (i) first mortgages on farmland with a maximum loan-to-value ratio of 60% (the “First Mortgages”); (ii) existing commercial equipment financing liens; and (iii) regular trade payables arising in day-to-day operations of the Company unless the incurrence of additional debt is agreed upon by an affirmative vote of Shareholders owning, in aggregate, not less than two‐thirds (2/3) of the outstanding Preferred Shares. (The Company’s farmland, First Mortgages, and existing commercial equipment financing liens are set forth under “Description of Securities”); (2) not to transfer or sell assets (including to an affiliate or related person or entity) other than as described above in “Inter-Company Transactions”; (3) not to transfer any funds to the Parent unless at such time (i) the Parent Loan has been repaid in full; and (ii) all accrued dividends on the Preferred Shares have been paid and (iii) the Adjusted Equity of the Company exceeds the net proceeds received by the Company in this Offering. Adjusted Equity is defined as shareholder's equity of the Company minus any amounts due to the Company from Parent and minus any amount that the Company's Board of Directors shall determine is sufficient working capital to provide for the next planting season. Each of these covenants is referred to as a “Major Covenant.”” (c)
Appears in 1 contract
Samples: Stock Purchase Agreement
Major Covenants. While any Preferred Shares are outstanding, the Company covenants: (1) not to incur any debt except for for: (i) first mortgages on farmland with a maximum loan-to-value ratio of 60% (the “First Mortgages”); (ii) existing commercial equipment financing liens; and (iii) regular trade payables arising in day-to-day operations of the Company unless the incurrence of additional debt is agreed upon by an affirmative vote of Shareholders owning, in aggregate, not less than two‐thirds (2/3) of the outstanding Preferred Shares. (The Company’s farmland, First Mortgages, and existing commercial equipment financing liens are set forth under “Description of Securities”); (2) not to transfer or sell assets (including to an affiliate or related person or entity) other than as described above in “Inter-Company Transactions”; (3) not to transfer any funds to the Parent unless at such time (i) the Parent Loan has been repaid in full; and (ii) all accrued dividends on the Preferred Shares have been paid and (iii) the Adjusted Equity of the Company exceeds the net proceeds received by the Company in this Offering. Adjusted Equity is defined as shareholder's equity of the Company minus any amounts due to the Company from Parent and minus any amount that the Company's Board of Directors shall determine is sufficient working capital to provide for the next planting season. Each of these covenants is referred to as a “Major Covenant.”
Appears in 1 contract
Samples: Series a Convertible Preferred Stock Purchase Agreement (TWO RIVERS WATER & FARMING Co)
Major Covenants. While any Preferred Shares are outstanding, the Company covenants: (1) not to incur any debt except for (i) first mortgages on farmland with a maximum loan-to-value ratio of 60% (the “First Mortgages”); (ii) existing commercial equipment financing liens; and (iii) regular trade payables arising in day-to-day operations of the Company unless the incurrence of additional debt is agreed upon by an affirmative vote of Shareholders owning, in aggregate, not less than two‐thirds (2/3) of the outstanding Preferred Shares. (The Company’s farmland, First Mortgages, and existing commercial equipment financing liens are set forth under “Description of Securities”); (2) not to transfer or sell assets (including to an affiliate or related person or entity) other than as described above in “Inter-Company Transactions”; (3) not to transfer any funds to the Parent unless at such time (i) the Parent Loan has been repaid in full; and (ii) all accrued dividends on the Preferred Shares have been paid and (iii) the Adjusted Equity of the Company exceeds the net proceeds received by the Company in this Offering. Adjusted Equity is defined as shareholder's equity of the Company minus any amounts due to the Company from Parent and minus any amount that the Company's Board of Directors shall determine is sufficient working capital to provide for the next planting season. Each of these covenants is referred to as a “Major Covenant.”” 2.2
Appears in 1 contract
Samples: Stock Purchase Agreement