Liveline Technologies Inc Clause Samples

Liveline Technologies Inc. The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either (A) the Subsidiary to be so designated has total assets of $1,000 or less or (B) if such Subsidiary has assets greater than $1,000, such designation would be permitted under Section 4.10. Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions. Any designation of a Subsidiary as an Unrestricted Subsidiary will be deemed to be a designation of each of such entity’s Subsidiaries as Unrestricted Subsidiaries. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary shall be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.10 or under one or more of the clauses of the definition of “Permitted Investment,” as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets this definition of an “Unrestricted Subsidiary.” Notwithstanding the foregoing, no Material Restricted Subsidiary may be designated as an Unrestricted Subsidiary at any time; provided, however, that the Board of Directors of the Issuer may, in connection with an acquisition or similar transaction that constitutes a Permitted Investment, designate (i) any newly acquired Person that becomes a Restricted Subsidiary upon such acquisition or similar transaction or (ii) an existing Restricted Subsidiary that is a special purpose acquisition entity (and otherwise has no assets or revenues) that such acquired Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to ...