Seniority of Notes. The Company acknowledges, agrees and covenants that the Securities shall be its senior obligations, ranking senior in right of payment to Common Stock and to future issuances of Debt (as defined in the Tranche I Notes) other than (i) Debt that is permitted to be secured in accordance with the limitations on Debt in Section 6 of the Tranche I Notes under Sections 6(a)(ii)(a) or (c), and (ii) for the avoidance of doubt, the Total Notes, which Total Notes shall be pari passu with the Securities except as provided in the MOU.
Seniority of Notes. The Purchasers hereby agree that the Alpharma Convertible Note issued pursuant to the Loan Agreement shall rank pari passu in right of payment with the Subordinated Notes and any debt securities issuable upon conversion or exchange of the shares of Preferred Stock of the Company issued to the Purchasers pursuant to the Series G Purchase Agreement, except as otherwise provided in the Subordination Agreement dated as of February 16, 1999 among the Company, the Purchasers and Alpharma.
Seniority of Notes. No Indebtedness of the Company or any of the Subsidiaries, at the Closing, will rank senior to, or pari passu with, the Notes in right of payment, whether with respect to payment or redemptions, interest, damages, upon liquidation or dissolution or otherwise.
Seniority of Notes. The Furmxx Xxxx Xxxities hereby agree that the 7.5% Convertible Subordinated Note in the aggregate principal amount of up to $40,000,000 (the "Alpharma Convertible Note") issued by the Company on February 19, 1999 to Alpharma pursuant to the Loan Agreement dated as of February 16, 1999 by and among the Company, Alpharma and Alpharma Inc. (the "Alpharma Loan Agreement") shall rank pari passu in right of payment with the Third Amendment Convertible Notes issued to the Furmxx Xxxx Xxxities pursuant to this Third Amendment, the Subordinated Notes and the Convertible Notes issuable upon exchange of the Preferred Stock, except as otherwise provided in the Subordination Agreement dated as of February 16, 1999 among the Company, the Purchasers and Alpharma, as amended (the "Subordination Agreement").
Seniority of Notes. The Company shall cause its obligations under this Agreement and the Notes at all times to be senior in right of payment to all other Indebtedness of the Company, other than the Indebtedness identified on Schedule A, any Indebtedness incurred pursuant to the Shareholder Financing and Indebtedness incurred pursuant to Section 9.3(c) (whether secured or unsecured); provided that Indebtedness of the Company permitted under Section 9.3(c) and consisting of guarantees of Indebtedness of its Subsidiaries may be equal in right of payment to the Company's obligations under this Agreement and the Notes to the extent such Indebtedness of the Company outstanding at any time does not exceed $1,500,000 in aggregate principal amount.
Seniority of Notes. The Notes rank parri passu in right of payment with all existing and future senior indebtedness of the Company and the Parent Company.
Seniority of Notes. Upon issuance, the Notes will rank senior to any current Indebtedness of the Company. The Company currently has no senior or secured Indebtedness outstanding. As used herein, the term "INDEBTEDNESS" means: (i) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit or other financial products, (c) all payment obligations (other than trade payables incurred in the ordinary course of business
Seniority of Notes. The Company shall cause its obligations under this Agreement and the Notes at all times to be senior in right of payment to all other Indebtedness of the Company other than the Indebtedness of the Company identified on Schedule A, any Indebtedness incurred by the Company pursuant to the Additional TCG Financing and Indebtedness incurred by the Company pursuant to Section 9.3(c) (whether secured or unsecured) (collectively, the "Excluded Indebtedness"); provided that the Company's obligations under this Agreement and the Notes shall be at least equal in right of payment to the Excluded Indebtedness; provided, further, that Indebtedness of the Company permitted under Section 9.3(c) and consisting of guarantees of Indebtedness of its Subsidiaries may only be equal in right of payment to the Company's obligations under this Agreement and the Notes to the extent such Indebtedness of the Company outstanding at any time does not exceed $1,500,000 in aggregate principal amount.
Seniority of Notes. The Notes shall rank senior to all other existing Indebtedness of the Company and its Subsidiaries (including Intercompany Indebtedness) existing as of the date hereof, other than Senior Debt incurred under the Credit Agreements.
Seniority of Notes. (a) The Notes shall rank senior to all Indebtedness of the Company and its Subsidiaries (including Intercompany Indebtedness) existing as of the date hereof or hereafter incurred other than Senior Debt. The Notes may be subordinated only to Senior Debt. The Notes may rank pari passu with the New Notes that may be issued by the Company in compliance with Section 5(u) of the Notes.
(b) Except to the extent provided in Section 5.3(a) above, neither the Company nor any of its Subsidiaries shall assume or incur any Indebtedness senior in rank to, or pari passu with, any of the Notes; provided, however, that the Company may incur Indebtedness (in addition to the New Notes) senior in rank to, or pari passu with, any of the Notes if the proceeds of such additional Indebtedness are sufficient to, and are used to, redeem in full all of the outstanding Notes in accordance with the terms of the Notes.
(c) So long as 35% of the aggregate principal Face Amount of the Notes (excluding any additional Notes issued pursuant to the terms thereof) remain outstanding and the Purchasers or their Permitted Transferees hold not less than 50% of the aggregate principal Face Amount of the Notes (excluding any additional Notes issued pursuant to the terms thereof), the Company shall not Guarantee any Indebtedness of its Subsidiaries if the incurrence of any such Guarantee would result in there being outstanding at any time more than $2.5 million in Guarantees of Indebtedness of the Company's Subsidiaries.
