Restricted Investments. The Company will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Wholly Owned Subsidiary prior to such merger), any common stock, evidence of Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, any obligations of, or make or permit to exist any investment or any other interest in, any other Person (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary, except: (a) Permitted Investments; (b) Permitted Acquisitions; (c) Investments made by any Obligor in any other Obligor; (d) loans in the ordinary course of business to officers, stockholders and directors provided that the aggregate amount of all such loans does not exceed $1,000,000 at any time; (e) (i) loans to franchise operators and owners of franchises acquired or funded pursuant to the SunTrust Loan Facility Agreement and (ii) other adequately secured and properly monitored loans to franchise operators and owners of franchises in an aggregate principal amount outstanding, together with loans outstanding under clause (i) of this paragraph 6I(e), not to exceed $90,000,000 at any time, provided that if the commitments under the SunTrust Loan Facility Agreement are increased, such aggregate limitation shall be increased in a like amount, but shall not exceed, in any event, $130,000,000; (f) loans by the Company to Foreign Subsidiaries, provided that the amount of such loans together with the aggregate principal amount of Guarantees permitted pursuant to paragraph 6E(h) hereof does not exceed $10,000,000 in the aggregate at any time; (g) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 6I (including Investments in Subsidiaries); and (h) Other Investments not to exceed $2,500,000 in the aggregate at any time.
Appears in 1 contract
Restricted Investments. The Company will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Wholly Owned Subsidiary prior to such merger), any common stockstock or other equity interests, evidence of Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, any obligations of, or make or permit to exist any investment or any other interest in, any other Person (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary, except:
(a) Permitted Investments;
(b) Permitted Acquisitions;
(c) Investments made by any Obligor in any other Obligor;
(d) loans or advances in the ordinary course of business to officers, stockholders and directors provided that the aggregate amount of all such loans does not exceed $1,000,000 2,000,000 at any timetime outstanding;
(e) (i) loans to franchise operators and owners of franchises acquired or funded pursuant to the SunTrust Loan Facility Agreement and (ii) the other adequately secured and properly monitored loans to franchise operators and owners of franchises credit facility agreements referenced in an aggregate principal amount outstanding, together with loans outstanding under clause (i) of this paragraph 6I(e6C(f), not to exceed $90,000,000 at any time, provided that if the commitments under the SunTrust Loan Facility Agreement are increased, such aggregate limitation shall be increased in a like amount, but shall not exceed, in any event, $130,000,000;
(f) Guarantees permitted under paragraph 6C(f);
(g) loans by to, and other investments in, Foreign Subsidiaries; provided that the Company aggregate amount of such outstanding loans to and investments in such Foreign Subsidiaries, provided that the amount of such loans together with the aggregate principal amount of Guarantees Indebtedness permitted pursuant to be incurred under clauses (c) and (e) of paragraph 6E(h) hereof 6C, does not exceed $10,000,000 in 20% of the aggregate at book value of the total assets of the Company and its Subsidiaries measured on a consolidated basis in accordance with GAAP as of the end of the immediately preceding fiscal quarter for which financial statements have been delivered (giving pro forma effect to any timeAcquisition financed with such Indebtedness);
(gh) the acquisition or ownership of stock, obligations or securities received in settlement of debt (created in the ordinary course of business) owing to the Company or any Subsidiary;
(i) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 6I 6G (including Investments in Subsidiaries); and;
(hj) Other Investments in investment grade corporate bonds and variable rate demand notes having a rating of BBB+ (or the equivalent) or higher, at the time of acquisition thereof, from S&P or Xxxxx’x Investors Service, Inc. and in either case maturing within two years from the date of acquisition thereof in an aggregate amount not to exceed $[125,000,000]150,000,000 at any time;
(k) Investments by any Dent-A-Med Entity in any other Dent-A-Med Entity;
(l) other Investments not to exceed $2,500,000 75,000,000 at any time; and
(m) other Investments not to exceed [$75,000,000 in the aggregate at any timetime]at any time an amount equal to three percent (3.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered.
Appears in 1 contract
Restricted Investments. The Company will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Wholly Owned Subsidiary prior to such merger), any common stockstock or other equity interests, evidence of Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, any obligations of, or make or permit to exist any investment or any other interest in, any other Person (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary, except:
(a) Permitted Investments;
(b) Permitted Acquisitions;
(c) Investments made by any Obligor in any other Obligor;
(d) loans or advances in the ordinary course of business to officers, stockholders and directors provided that the aggregate amount of all such loans does not exceed $1,000,000 2,000,000 at any timetime outstanding;
(e) (i) loans to franchise operators and owners of franchises acquired or funded pursuant to the SunTrust Loan Facility Agreement and (ii) the other adequately secured and properly monitored loans to franchise operators and owners of franchises credit facility agreements referenced in an aggregate principal amount outstanding, together with loans outstanding under clause (i) of this paragraph 6I(e6C(f), not to exceed $90,000,000 at any time, provided that if the commitments under the SunTrust Loan Facility Agreement are increased, such aggregate limitation shall be increased in a like amount, but shall not exceed, in any event, $130,000,000;
(f) Guarantees permitted under paragraph 6C(f);
(g) loans by to, and other investments in, Foreign Subsidiaries; provided that the Company aggregate amount of such outstanding loans to and investments in such Foreign Subsidiaries, provided that the amount of such loans together with the aggregate principal amount of Guarantees Indebtedness permitted pursuant to be incurred under clauses (c) and (e) of paragraph 6E(h) hereof 6C, does not exceed $10,000,000 in 20% of the aggregate at book value of the total assets of the Company and its Subsidiaries measured on a consolidated basis in accordance with GAAP as of the end of the immediately preceding fiscal quarter for which financial statements have been delivered (giving pro forma effect to any timeAcquisition financed with such Indebtedness);
(gh) the acquisition or ownership of stock, obligations or securities received in settlement of debt (created in the ordinary course of business) owing to the Company or any Subsidiary;
(i) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 6I 6G (including Investments in Subsidiaries);
(j) Investments in investment grade corporate bonds and variable rate demand notes having a rating of BBB+ (or the equivalent) or higher, at the time of acquisition thereof, from S&P or Xxxxx’x Investors Service, Inc. and in either case maturing within two years from the date of acquisition thereof in an aggregate amount not to exceed $[125,000,000]150,000,000 at any time;
(k) Investments by any Dent-A-Med Entity in any other Dent-A-Med Entity; and
(hl) Other other Investments not to exceed $2,500,000 75,000,000 [in the aggregate at any time.]at any time; and
(m) other Investments not to exceed at any time an amount equal to three percent (3.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered.
Appears in 1 contract
Restricted Investments. The Company will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Wholly Owned Subsidiary prior to such merger), any common stockstock or other equity interests, evidence of Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, any obligations of, or make or permit to exist any investment or any other interest in, any other Person (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary, except:
(a) Permitted Investments;
(b) Permitted Acquisitions;
(c) Investments made by any Obligor in any other Obligor;
(d) loans or advances in the ordinary course of business to officers, stockholders and directors provided that the aggregate amount of all such loans does not exceed $1,000,000 2,000,000 at any timetime outstanding;
(e) (i) loans to franchise operators and owners of franchises acquired or funded pursuant to the SunTrust Loan Facility Agreement and (ii) the other adequately secured and properly monitored loans to franchise operators and owners of franchises credit facility agreements referenced in an aggregate principal amount outstanding, together with loans outstanding under clause (i) of this paragraph 6I(e6C(f), not to exceed $90,000,000 at any time, provided that if the commitments under the SunTrust Loan Facility Agreement are increased, such aggregate limitation shall be increased in a like amount, but shall not exceed, in any event, $130,000,000;
(f) Guarantees permitted under paragraph 6C(f);
(g) loans by to, and other investments in, Foreign Subsidiaries; provided that the Company aggregate amount of such outstanding loans to and investments in such Foreign Subsidiaries, provided that the amount of such loans together with the aggregate principal amount of Guarantees Indebtedness permitted pursuant to be incurred under clauses (c) and (e) of paragraph 6E(h) hereof 6C, does not exceed $10,000,000 in 20% of the aggregate at book value of the total assets of the Company and its Subsidiaries measured on a consolidated basis in accordance with GAAP as of the end of the immediately preceding fiscal quarter for which financial statements have been delivered (giving pro forma effect to any timeAcquisition financed with such Indebtedness);
(gh) the acquisition or ownership of stock, obligations or securities received in settlement of debt (created in the ordinary course of business) owing to the Company or any Subsidiary;
(i) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 6I 6G (including Investments in Subsidiaries); and;
(hj) Other Investments in investment grade corporate bonds and variable rate demand notes having a rating of BBB+ (or the equivalent) or higher, at the time of acquisition thereof, from S&P or Xxxxx’x Investors Service, Inc. and in either case maturing within two years from the date of acquisition thereof in an aggregate amount not to exceed $[125,000,000]150,000,000 at any time;
(k) Investments by any Dent-A-Med Entity in any other Dent-A-Med Entity; [and]
(l) other Investments not to exceed $2,500,000 75,000,000 [in the aggregate at any time.]at any time; and
(m) other Investments not to exceed at any time an amount equal to three percent (3.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered.
Appears in 1 contract
Restricted Investments. The Company will notMake or have any Restricted Investments. As used herein, and will not permit the term “Restricted Investment” shall mean any acquisition of property by any Borrower or any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Wholly Owned Subsidiary prior to such merger), any common stock, evidence of Indebtedness in exchange for cash or other securities property, whether in the form of an acquisition of Equity Interests or Debt, or the purchase or acquisition by any Borrower or any Subsidiary of any other property, or a loan, advance, capital contribution or subscription (including any option, warrant, investment or other right transfer of cash or other assets to acquire any of the foregoing) of, make or permit to exist any loans or advances to, any obligations of, or make or permit to exist any investment or any other interest in, any other Person (all of the foregoing being collectively called “Investments”Subsidiary), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary, except:
(a) Permitted Investments;
(b) Permitted Acquisitions;
(c) Investments made by any Obligor in any other Obligor;
(d) loans in except the ordinary course of business to officers, stockholders and directors provided that the aggregate amount of all such loans does not exceed $1,000,000 at any time;
(e) following: (i) loans acquisitions of fixed assets to franchise operators be used in the Ordinary Course of Business of a Borrower or any Subsidiary so long as the acquisition costs thereof constitute Capital Expenditures (as defined in Item 16 of the Terms Schedule) and owners of franchises acquired or funded pursuant to the SunTrust Loan Facility Agreement and do not violate any financial covenant contained in this Agreement; (ii) acquisitions of Goods held for sale or lease or to be used in the manufacture of goods or the provision of services by a Borrower or any of its Subsidiaries in the Ordinary Course of Business; (iii) acquisitions of current assets arising from the sale or lease of Goods or the rendition of services in the Ordinary Course of Business by a Borrower or any Subsidiary; (iv) investments by a Borrower to the extent existing on the Closing Date and fully disclosed in the Disclosure Schedule; (v) acquisitions of marketable direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government having maturities of not more than 12 months from the date of acquisition, and domestic certificates of deposit and time deposit having maturities of not more than 12 months from the date of acquisition, to the extent they are not subject to rights of offset in favor of any Person other adequately secured and properly monitored loans to franchise operators and owners than Lender; (vi) acquisitions of franchises publicly traded bonds of Argentinian corporations in an aggregate principal amount outstanding, together with loans outstanding under clause (i) of this paragraph 6I(e), a maximum value not to exceed $90,000,000 300,000 at any time, provided that if the commitments under the SunTrust Loan Facility Agreement are increased, such aggregate limitation shall be increased in a like amount, but shall not exceed, in any event, $130,000,000;
; and (fvii) loans by the Company transfers of cash to Foreign Subsidiaries, provided that the amount Subsidiaries of such loans together with the aggregate principal amount of Guarantees permitted pursuant to paragraph 6E(h) hereof does not exceed $10,000,000 in the aggregate at any time;
(g) Investments Borrowers (other than Permitted InvestmentsLakeland Brazil except to the extent permitted by Section 9.14) existing on the date hereof and set forth on Schedule 6I (including Investments in Subsidiaries); and
(h) Other Investments a net amount not to exceed $2,500,000 1,000,000 per Fiscal Year, with no further restriction on transfers of cash among Subsidiaries other than as set forth in the aggregate at any timethis Section 9.14.
Appears in 1 contract
Samples: Loan and Security Agreement (Lakeland Industries Inc)
Restricted Investments. The Company will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Wholly Owned Subsidiary prior to such merger), any common stockstock or other equity interests, evidence of Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, any obligations of, or make or permit to exist any investment or any other interest in, any other Person (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary, except:
(a) Permitted Investments;
(b) Permitted Acquisitions;
(c) Investments made by any Obligor in any other Obligor;
(d) loans or advances in the ordinary course of business to officers, stockholders and directors provided that the aggregate amount of all such loans does not exceed $1,000,000 2,000,000 at any timetime outstanding;
(e) (i) loans to franchise operators and owners of franchises acquired or funded pursuant to the SunTrust Loan Facility Agreement and (ii) the other adequately secured and properly monitored loans to franchise operators and owners of franchises credit facility agreements referenced in an aggregate principal amount outstanding, together with loans outstanding under clause (i) of this paragraph 6I(e6C(f), not to exceed $90,000,000 at any time, provided that if the commitments under the SunTrust Loan Facility Agreement are increased, such aggregate limitation shall be increased in a like amount, but shall not exceed, in any event, $130,000,000;
(f) Guarantees permitted under paragraph 6C(f);
(g) loans by to, and other investments in, Foreign Subsidiaries; provided that the Company aggregate amount of such outstanding loans to and investments in such Foreign Subsidiaries, provided that the amount of such loans together with the aggregate principal amount of Guarantees Indebtedness permitted pursuant to be incurred under clauses (c) and (e) of paragraph 6E(h) hereof 6C, does not exceed $10,000,000 in 20% of the aggregate at book value of the total assets of the Company and its Subsidiaries measured on a consolidated basis in accordance with GAAP as of the end of the immediately preceding fiscal quarter for which financial statements have been delivered (giving pro forma effect to any timeAcquisition financed with such Indebtedness);
(gh) the acquisition or ownership of stock, obligations or securities received in settlement of debt (created in the ordinary course of business) owing to the Company or any Subsidiary;
(i) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 6I 6G (including Investments in Subsidiaries); and;
(hj) Other Investments in investment grade corporate bonds and variable rate demand notes having a rating of BBB+ (or the equivalent) or higher, at the time of acquisition thereof, from S&P or Xxxxx’x Investors Service, Inc. and in either case maturing within two years from the date of acquisition thereof in an aggregate amount not to exceed $2,500,000 in the aggregate [125,000,000]150,000,000 at any time.;
Appears in 1 contract
Samples: Note Purchase Agreement
Restricted Investments. The Company will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Wholly Owned Subsidiary prior to such merger), any common stock, evidence of Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make Make or permit to exist remain outstanding any loans loan or advances advance to, or own, purchase or acquire any stock, obligations or securities of, or make or permit to exist any investment or any other interest in, or make any other capital contribution to any Person and no Subsidiary shall acquire any stock, obligations or securities of the Company (all of the foregoing loans, advances, purchases, acquisitions, extensions and permissions to remain outstanding, other than those set forth in clauses (i) through (vi) below, being collectively called referred to as “Restricted Investments” and individually as a “Restricted investment”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary, except:
(i) the Company may make or permit to remain outstanding loans or advances to any of its Subsidiaries not less than 51% of the Voting Stock of which is owned directly or indirectly by the Company,
(ii) the Company and each of its Subsidiaries may own, purchase or acquire stock or other securities of (a) Permitted Investments;
a Wholly-Owned Subsidiary or of a corporation which immediately after such purchase or acquisition will be a Wholly-Owned Subsidiary, or (b) Permitted Acquisitions;
(c) Investments made by any Obligor in any other Obligor;
(d) loans in the ordinary course a Subsidiary which is not a Wholly-Owned Subsidiary or of business to officers, stockholders and directors provided that a corporation which immediately after such purchase or acquisition will be a Subsidiary which is not a Wholly-Owned Subsidiary so long as the aggregate amount of the consolidated total assets of all such loans Subsidiaries and their respective Subsidiaries, determined on a consolidated basis in accordance with generally accepted accounting principles, plus the aggregate of the consolidated total assets of all Subsidiaries referred to in paragraph 6C(b) hereof and their respective Subsidiaries, determined on a consolidated basis in accordance with generally accepted accounting principles, does not exceed $1,000,000 at any time;2% of Consolidated Total Assets,
(eiii) the Company and each of its Subsidiaries may own, purchase or acquire commercial paper rated A-1 or P-1 by a recognized rating agency, certificates of deposit or other interest bearing obligations of any bank or trust company authorized to engage in the banking business in the United States (ihaving capital resources in excess of $100,000,000) loans having a final maturity of no longer than one year from the date of purchase, direct obligations of the United States Government or any agency or subdivision of the United States Government due within one year from the date of purchase and variable rate demand bonds rated A or A-1 or P or P-1 by a recognized rating agency issued by any corporation which is organized under the laws of any state of the United States and which bonds have a maturity of no longer than one year from the date of purchase or give the holder thereof the unconditional right to franchise operators and owners require such corporation to repurchase such bond at a purchase price equal to 100% of franchises acquired or funded pursuant to the SunTrust Loan Facility Agreement and (ii) other adequately secured and properly monitored loans to franchise operators and owners of franchises in an aggregate outstanding principal amount outstanding, together with loans outstanding under clause thereof within one year from the date of purchase,
(iiv) the Company and each of this paragraph 6I(eits Subsidiaries may maintain intercompany accounts (either receivable or payable), whether or not periodically settled, with the Parent Company or any of its Affiliates, through which are recorded day-to-day operating transactions and other transactions, occurring because of centralized cash control, payables, and other accounting centers,
(v) the Company and each of its Subsidiaries may enter into repurchase agreements with a term of not more than one year for, and which are collateralized by, direct obligations of the United Stales Government or any agency or subdivision of the United States Government or securities rated the equivalent of A or above by any nationally recognized rating agency entered into with any bank or trust company authorized to exceed engage in the banking business in the United States having capital resources in excess of $90,000,000 100,000,000,
(vi) the Company and each of its Subsidiaries may make investments in money market or mutual funds whose securities are rated or are guaranteed, insured or backed by a letter of credit from an entity rated the equivalent of A-1 or higher by at any time, provided that if least two of the commitments under the SunTrust Loan Facility Agreement are increased, such aggregate limitation shall be increased nationally recognized rating agencies for securities in a like amountgiven class, but shall not exceed, in any event, $130,000,000;and
(fvii) loans by the Company Payments permitted to Foreign Subsidiaries, provided that the amount of such loans together with the aggregate principal amount of Guarantees permitted be made pursuant to paragraph 6E(h) hereof does not exceed $10,000,000 in the aggregate at any time;
(g) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 6I (including Investments in Subsidiaries6A(4); and
(h) Other Investments not to exceed $2,500,000 in the aggregate at any time.
Appears in 1 contract
Samples: Note Agreement (Tampa Electric Co)
