Common use of Investments; Indebtedness Clause in Contracts

Investments; Indebtedness. PNU shall not, and shall not permit any of its Subsidiaries to, other than in connection with actions permitted by Section 4.1(e), (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (x) by PNU or a direct or indirect wholly owned Subsidiary of PNU to or in PNU or any direct or indirect wholly owned Subsidiary of PNU, (y) pursuant to any contract or other legal obligation of PNU or any of its Subsidiaries as in effect at the date of this Agreement or (z) in the ordinary course of business consistent with past practice in an aggregate amount not in excess of the aggregate amount specified in Section 4.1(g) of the PNU Disclosure Schedule or (ii) create, incur, assume or suffer to exist any indebtedness, issuances of debt securities, guarantees, loans or advances not in existence as of the date of this Agreement except pursuant to the credit facilities, indentures (but not in excess of amounts authorized for issuance thereunder as of the date of this Agreement) and other arrangements in existence on the date of this Agreement or trade debt and commercial finance in the ordinary course of business consistent with past practice, in each case as such credit facilities, indentures and other arrangements and other existing indebtedness may be amended, extended, modified, refunded, renewed or refinanced after the date of this Agreement which does not increase the aggregate principal amount or amount of the facility, as the case may be.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Monsanto Co), Agreement and Plan of Merger (Pharmacia & Upjohn Inc), Agreement and Plan of Merger (Pharmacia Corp /De/)

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Investments; Indebtedness. PNU SPSS shall not, and shall not permit any of its Subsidiaries to, other than in connection with actions permitted by Section 4.1(e4.1 (e), (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (x) by PNU SPSS or a direct or indirect wholly owned Subsidiary of PNU SPSS to or in PNU SPSS or any direct or indirect wholly owned Subsidiary of PNUSPSS, (y) pursuant to any contract or other legal obligation of PNU SPSS or any of its Subsidiaries as in effect existing at the date of this Agreement or (z) in the ordinary course of business consistent with past practice in an aggregate amount not in excess of $1,000,000 (provided that none of such transactions referred to in this clause (z) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the aggregate amount specified in Section 4.1(gMerger under Regulatory Laws) of the PNU Disclosure Schedule or (ii) create, incur, assume or suffer to exist any indebtedness, issuances of debt securities, guarantees, loans or advances not in existence as of the date of this Agreement except pursuant to the credit facilities, indentures (but not in excess of amounts authorized for issuance thereunder as of the date of this Agreement) and other arrangements in existence on the date of this Agreement or trade debt and commercial finance in the ordinary course of business consistent with past practice, in each case as such credit facilities, indentures and other arrangements and other existing indebtedness may be amended, extended, modified, refunded, renewed or refinanced after the date of this Agreement which does not increase the aggregate principal amount or amount of the facility, as the case may beAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Showcase Corp /Mn), Agreement and Plan of Merger (SPSS Inc)

Investments; Indebtedness. PNU The Company shall not, and shall not permit any of its Subsidiaries to, other than in connection with actions permitted by Section 4.1(e4.2(e), (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (x) by PNU the Company or a direct or indirect wholly owned Subsidiary of PNU the Company to or in PNU the Company or any direct or indirect wholly owned Subsidiary of PNUthe Company, (y) pursuant to any contract or other legal obligation of PNU the Company or any of its Subsidiaries as in effect existing at the date of this Agreement or (z) in the ordinary course of business consistent with past practice in an aggregate amount not in excess of the aggregate amount specified in Section 4.1(g4.2(g) of the PNU Company Disclosure Schedule (provided that none of such transactions referred to in this clause (z) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Merger under Regulatory Laws) or (ii) create, incur, assume or suffer to exist any indebtedness, issuances of debt securities, guarantees, loans or advances not in existence as of the date of this Agreement except pursuant to the credit facilities, indentures (but not in excess of amounts authorized for issuance thereunder as of the date of this Agreement) and other arrangements in existence on the date of this Agreement or trade debt and commercial finance in the ordinary course of business consistent with past practice, in each case as such credit facilities, indentures and other arrangements and other existing indebtedness may be amended, extended, modified, refunded, renewed or refinanced after the date of this Agreement which does not increase Agreement, in each case in the aggregate principal amount or amount ordinary course of the facility, as the case may bebusiness consistent with past practice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pepsico Inc), Agreement and Plan of Merger (Quaker Oats Co)

Investments; Indebtedness. PNU AHP shall not, and shall not permit any of its Subsidiaries to, other than in connection with actions permitted by Section 4.1(e), (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (x) by PNU AHP or a direct or indirect wholly owned Subsidiary of PNU AHP to or in PNU AHP or any direct or indirect wholly owned Subsidiary of PNUAHP, (y) pursuant to any contract or other legal obligation of PNU AHP or any of its Subsidiaries as in effect existing at the date of this Agreement or (z) in the ordinary course of business consistent with past practice in an aggregate amount not in excess of the aggregate amount specified in Section 4.1(g) of the PNU AHP Disclosure Schedule (provided that none of such transactions referred to in this clause (z) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Merger under Regulatory Laws) or (ii) create, incur, assume or suffer to exist any indebtedness, issuances of debt securities, guarantees, loans or advances not in existence as of the date of this Agreement except pursuant to the credit facilities, indentures (but not in excess of amounts authorized for issuance thereunder as of the date of this Agreement) and other arrangements in existence on the date of this Agreement or trade debt and commercial finance in the ordinary course of business consistent with past practice, in each case as such credit facilities, indentures and other arrangements and other existing indebtedness may be amended, extended, modified, refunded, renewed or refinanced after the date of this Agreement which does not increase the aggregate principal amount or amount of the facility, as the case may beAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Warner Lambert Co), Agreement and Plan of Merger (American Home Products Corp)

Investments; Indebtedness. PNU ShowCase shall not, and shall not permit any of its Subsidiaries to, other than in connection with actions permitted by Section 4.1(e4.2 (e), (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (x) by PNU ShowCase or a direct or indirect wholly owned Subsidiary of PNU ShowCase to or in PNU ShowCase or any direct or indirect wholly owned Subsidiary of PNUShowCase, (y) pursuant to any contract or other legal obligation of PNU ShowCase or any of its Subsidiaries as in effect existing at the date of this Agreement or (z) in the ordinary course of business consistent with past practice in an aggregate amount not in excess of $100,000.00 in the aggregate amount specified (provided that none of such transactions referred to in Section 4.1(gthis clause (z) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the PNU Disclosure Schedule Merger under Regulatory Laws) or (ii) create, incur, assume or suffer to exist any indebtedness, issuances of debt securities, guarantees, loans or advances not in existence as of the date of this Agreement except pursuant to the credit facilities, indentures (but not in excess of amounts authorized for issuance thereunder as of the date of this Agreement) and other arrangements in existence on the date of this Agreement or trade debt and commercial finance in the ordinary course of business consistent with past practice, in each case as such credit facilities, indentures and other arrangements and other existing indebtedness may be amended, extended, modified, refunded, renewed or refinanced after the date of this Agreement which does not increase the aggregate principal amount or amount of the facility, as the case may beAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Showcase Corp /Mn), Agreement and Plan of Merger (SPSS Inc)

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Investments; Indebtedness. PNU Pfizer shall not, and shall not permit any of its Subsidiaries to, other than in connection with actions permitted by Section 4.1(e), (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (x) by PNU Pfizer or a direct or indirect wholly owned Subsidiary of PNU Pfizer to or in PNU Pfizer or any direct or indirect wholly owned Subsidiary of PNUPfizer, (y) pursuant to any contract or other legal obligation of PNU Pfizer or any of its Subsidiaries as in effect existing at the date of this Agreement or (z) in the ordinary course of business consistent with past practice in an aggregate amount not in excess of the aggregate amount specified in Section 4.1(g) of the PNU Pfizer Disclosure Schedule (provided that none of such transactions referred to in this clause (z) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Merger under Regulatory Laws) or (ii) create, incur, assume or suffer to exist any indebtedness, issuances of debt securities, guarantees, loans or advances not in existence as of the date of this Agreement except pursuant to the credit facilities, indentures (but not in excess of amounts authorized for issuance thereunder as of the date of this Agreement) and other arrangements in existence on the date of this Agreement or trade debt and commercial finance in the ordinary course of business consistent with past practice, in each case as such credit facilities, indentures and other arrangements and other existing indebtedness may be amended, extended, modified, refunded, renewed or refinanced after the date of this Agreement which does not increase the aggregate principal amount or amount of the facility, as the case may beAgreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Warner Lambert Co)

Investments; Indebtedness. PNU LFC shall not, and shall not permit any of its Subsidiaries to, other than deposit liabilities owed to deposit customers in connection with actions permitted by Section 4.1(e)the ordinary course of business, (i) make any loansincluding Certificates of Deposit, advances or capital contributions totrade accounts payable incurred in the ordinary course of business, or investments infederal funds purchased, any other PersonFederal Home Loan Bank borrowings and securities sold under agreements to repurchase, other than in each case (x) by PNU or a direct or indirect wholly owned Subsidiary of PNU to or in PNU or any direct or indirect wholly owned Subsidiary of PNU, that mature within one year and (y) pursuant to any contract or other legal obligation of PNU or any of its Subsidiaries as in effect at the date of this Agreement or (z) are incurred in the ordinary course of business consistent with past practice practice, other than in an aggregate amount not in excess of the aggregate amount specified in connection with actions permitted by Section 4.1(g) of the PNU Disclosure Schedule or (ii) 5.1(e), create, incur, assume or suffer to exist any indebtedness, issuances of debt securities, guarantees, loans or advances not in existence as of the date of this Agreement except pursuant to the credit facilities, indentures (but not in excess of amounts authorized for issuance thereunder as of the date of this Agreement) and other arrangements in existence on the date of this Agreement or trade debt and commercial finance in the ordinary course of business consistent with past practicebusiness, and any other indebtedness existing on the date of this Agreement, in each case as such credit facilities, indentures and indentures, other arrangements and other existing indebtedness may be amended, extended, modified, refunded, renewed renewed, refinanced or refinanced replaced after the date of this Agreement which does not increase Agreement, but only if the aggregate principal amount or amount thereof is not increased thereby, the term thereof is not extended thereby and the other terms and conditions thereof, taken as a whole, are not less advantageous to LFC and its Subsidiaries than those in existence as of the facility, as the case may bedate of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (International Bancshares Corp)

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