Restricted/Unrestricted Designation of Subsidiaries Sample Clauses

Restricted/Unrestricted Designation of Subsidiaries. Be --------------------------------------------------- permitted to designate a Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary unless (a) the Borrower delivers to the Administrative Agent and the Lenders a written notice, not later than ten (10) days prior to such designation, certifying that all conditions set forth in this Section 8.6 are satisfied as of the proposed effective date of ----------- such designation, which certification shall state the proposed effective date of such designation and shall be signed by a Responsible Officer of the Borrower; (b) no Default or Event of Default shall exist immediately before or after the effective date of such designation; (c) after giving effect to such designation, there shall not be any material and adverse effect on the Borrower and the Restricted Subsidiaries on a consolidated basis with respect to the prospects for the future generation of Operating Cash Flow, the general mix of assets or the condition, quality and development level of technical equipment, and such designation shall not render the Borrower and the Restricted Subsidiaries on a consolidated basis insolvent or generally unable to pay its or their respective debts as they become due; (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such notice shall also serve as the certification of the Borrower that, with respect to such Restricted Subsidiary, the representations and warranties contained herein are true and correct on and as of the effective date of such designation; and (e) in the case of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary (an "Unrestricted Subsidiary Designation"), either (1) the Leverage Ratio is less ------------------------------------ than or equal to 3.75 to 1.00 after giving effect to such Unrestricted Subsidiary Designation 57 or (2) after giving effect to such Unrestricted Subsidiary Designation the following additional conditions are satisfied as of the effective date of such proposed designation: (i) the sum, without duplication, of (x) the Net Unrestricted Designated Subsidiaries Three Month Cash Flow for the prior twelve month period (or shorter period commencing on the Effective Date) ending on the date of such proposed designation and (y) the Three Month Cash Flow attributable to all asset Dispositions made pursuant to Section 8.5(d) during the twelve -------------- month period (o...
Sample 1Sample 2
AutoNDA by SimpleDocs
Restricted/Unrestricted Designation of Subsidiaries. The Company will be permitted to designate a Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary by the delivery to the Administrative Agent of a written notice certifying that all conditions set forth in this Section 8.11 are satisfied as of the effective date of such designation, which certification shall state the effective date of such designation and shall set forth the computations and information as may be required to demonstrate that the Company is in compliance with this Section 8.11 and shall be signed by a financial officer of the Company, provided, that, (a) no Default or Event of Default shall exist immediately before or after the effective date of any such designation; and (b) the Company shall not designate as Unrestricted Subsidiaries during any period of 12 consecutive months Restricted Subsidiaries as to which the Attributable Amount shall exceed 15% of Pro-forma Consolidated Annualized Operating Cash Flow excluding therefrom the Attributable Amount of the Unrestricted Subsidiaries which have been designated as Restricted Subsidiaries during such period.
Sample 1Sample 2
Restricted/Unrestricted Designation of Subsidiaries. The Company will be permitted to designate a Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary by the delivery to the Administrative Agent of a written notice certifying that all conditions set forth in this Section 8.10 are satisfied as of the effective date of such designation, which certification shall state the effective date of such designation and shall set forth the computations and information as may be required to demonstrate that the Company is in compliance with this Section 8.10 and shall be signed by a financial officer of the Company; provided that (a) no Default or Event of Default shall exist immediately before or after the effective date of any such designation and the Company (other than with respect to designations of a Subsidiary involved in, and in connection with, a merger, an acquisition of an entity or a business or a joint venture in connection with any such transaction) shall be in Pro Forma Compliance with respect to such designation; and (b) the Company shall not designate as Unrestricted Subsidiaries during any period of 12 consecutive months Restricted Subsidiaries as to which the Attributable Amount shall exceed 15% of Pro Forma EBITDA for the four consecutive fiscal quarter period ended on the date of the balance sheet most recently delivered pursuant to Section 8.02 excluding therefrom the Attributable Amount of the Unrestricted Subsidiaries which have been designated as 71 Restricted Subsidiaries during such period. Promptly after receiving any written notice from the Company regarding the designation thereby of a Restricted Subsidiary or an Unrestricted Subsidiary, the Administrative Agent will provide notice thereof to the Banks.
Sample 1

Related to Restricted/Unrestricted Designation of Subsidiaries

  • Designation of Restricted and Unrestricted Subsidiaries The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the designation would not cause a Default. All outstanding Investments owned by the Company and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as an Investment made at the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

  • Designation of Subsidiaries The Parent Borrower may at any time after the Escrow Release Date designate any Restricted Subsidiary (other than a Co-Borrower) an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) at the time of such designation and after giving pro forma effect thereto, the Consolidated First Lien Net Leverage Ratio would be less than 3.75:1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, Permitted Ratio Debt, Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The Parent Borrower shall be deemed to have designated the entities comprising PDC and their Subsidiaries as Unrestricted Subsidiaries effective on the Escrow Release Date. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Escrow Release Date shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Parent Borrower’s investment therein. Other than with respect to Subsidiaries designated as Unrestricted Subsidiaries on the Escrow Release Date, the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Parent Borrower’s Investment in such Subsidiary. The amount of the Parent Borrower’s Investment in the entities constituting PDC at the time of designation as an Unrestricted Subsidiary and at the time of any subsequent redesignation as a Restricted Subsidiary shall be zero. Notwithstanding the foregoing, neither a Borrower nor any direct or indirect parent of a Borrower shall be permitted to be an Unrestricted Subsidiary. As of the Escrow Release Date, the Unrestricted Subsidiaries are specified on Schedule 10.14.

  • Designation of Unrestricted Subsidiaries The Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

  • Limitation on Designation of Unrestricted Subsidiaries (a) The Company may designate after the Issue Date any Subsidiary of the Company as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if:

  • Designation and Conversion of Restricted and Unrestricted Subsidiaries (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this Section, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary.

  • Limitations on Designation of Unrestricted Subsidiaries (a) The Issuer may designate any Subsidiary (including any newly formed or newly acquired Subsidiary) of the Issuer as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if:

  • Limitation on Designations of Unrestricted Subsidiaries (a) The Company may designate any Restricted Subsidiary as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if:

  • Designation of Subsidiaries as Account Parties Notwithstanding anything to the contrary set forth in this Agreement, including, without limitation, Section 2.3(a), a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of a Subsidiary of the Borrower; provided that, notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Agreement for such Letter of Credit and such statement shall not affect the Borrower’s Reimbursement Obligations hereunder with respect to such Letter of Credit.

  • Restricted and Unrestricted Subsidiaries Designate any Subsidiary as an Unrestricted Subsidiary only in accordance with the definition of “Unrestricted Subsidiary” contained herein.

  • Limitation on Preferred Stock of Restricted Subsidiaries The Company will not permit any of its Restricted Subsidiaries to issue any Preferred Stock (other than to the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company.

Time is Money Join Law Insider Premium to draft better contracts faster.