Common use of Seller Note Clause in Contracts

Seller Note. The Company shall not, and shall not permit any Restricted Subsidiary to, and Parent shall not, consolidate with or merge with or into the issuer of or other obligor under (or any guarantor of) the Seller Note or otherwise assume, directly or indirectly, the Debt represented by the Seller Note, unless immediately after giving pro forma effect to such consolidation, merger or assumption: (a) no Default or Event of Default shall have occurred and be continuing; (b) the Company would be able to Incur an additional $1.00 of Debt under paragraph (a) of Section 4.09; and (c) the assumption of the Seller Note is treated as a Restricted Payment in an amount equal to the aggregate principal amount outstanding of the Seller Note at the time of such assumption; provided, however, that if such assumption is made by merger or consolidation with the obligor under the Seller Note, the aggregate principal amount outstanding of the Seller Note at the time of such assumption shall be excluded from the calculation of the value of the assets being contributed as part of such merger or consolidation for purposes of paragraph (a)(iii)(B)(x) or (a)(iii)(D) of Section 4.10.

Seller Note. The Company shall not, and shall not permit any Restricted Subsidiary to, and Parent shall not, consolidate with or merge with or into the issuer of or other obligor under (or any guarantor of) the Seller Note or otherwise assume, directly or indirectly, the Debt represented by the Seller Note, unless immediately after giving pro forma effect to such consolidation, merger or assumption: (a) no Default or Event of Default shall have occurred and be continuing; (b) if the Company is engaging in such consolidation, merger or assumption, the Company would be able to Incur an additional $1.00 of Debt under paragraph (a) of Section 4.09; and (c) if the Company or a Restricted Subsidiary is engaging in such consolidation, merger or assumption, the assumption of the Seller Note is treated as a Restricted Payment in an amount equal to the aggregate principal amount outstanding of the Seller Note at the time of such assumption; provided, however, that if such assumption is made by merger or consolidation with the obligor under the Seller Note, the aggregate principal amount outstanding of the Seller Note at the time of such assumption shall be excluded from the calculation of the value of the assets being contributed as part of such merger or consolidation for purposes of paragraph (a)(iii)(B)(x) or (a)(iii)(D) of Section 4.10.