Synthetic Purchase Agreement definition

Synthetic Purchase Agreement means any swap, derivative or other agreement or combination of agreements pursuant to which the Borrower or any Subsidiary is or may become obligated to make (a) any payment in connection with a purchase by any third party from a person other than the Borrower or any Subsidiary of any Equity Interest or Restricted Indebtedness or (b) any payment (other than on account of a permitted purchase by it of any Equity Interest or Restricted Indebtedness) the amount of which is determined by reference to the price or value at any time of any Equity Interest or Restricted Indebtedness; provided that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of the Borrower or the Subsidiaries (or to their heirs or estates) shall be deemed to be a Synthetic Purchase Agreement.
Synthetic Purchase Agreement means any agreement pursuant to which Conseco or any of its Subsidiaries is or may become obligated to make (a) any payment in connection with the purchase by any third party from a Person other than Conseco or any of its Subsidiaries (other than any Subsidiary that is a Subsidiary of an Insurance Subsidiary but is not itself an Insurance Subsidiary) of any Capital Stock or Indebtedness of Conseco or any of its Subsidiaries (other than any Subsidiary that is a Subsidiary of an Insurance Subsidiary but is not itself an Insurance Subsidiary) or (b) any payment the amount of which is determined by reference to the price or value at any time of any such Capital Stock or Indebtedness; provided, that (i) no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of Conseco or any of its Subsidiaries (or to their heirs or estates), (ii) no such agreement in respect of any Public Debt that is permitted to be prepaid at such time pursuant to Section 4.10 and (iii) no such agreement in respect of any Disposition of any Capital Stock of a Subsidiary of Conseco that is permitted by Section 4.03 shall be deemed to be a Synthetic Purchase Agreement.
Synthetic Purchase Agreement any agreement pursuant to which the Parent Borrower or any of its Subsidiaries is or may become obligated to make any payment (except as otherwise permitted by this Agreement) to any third party (other than CCMGC or any of its Subsidiaries) in connection with the purchase or the notional purchase by such third party or any Affiliate thereof from a Person other than Holdings or any of its Subsidiaries of any Capital Stock of CCMGC or any Parent Entity or any Existing Notes or New Notes; provided that the term “Synthetic Purchase Agreement” shall not be deemed to include (a) any phantom stock, stock appreciation rights, equity purchase or similar plan or arrangement providing for payments only to current or former officers, directors, employees and other members of the management of CCMGC, the Parent Borrower or any of their respective Subsidiaries, or family members or relatives thereof or trusts for the benefit of any of the foregoing (or to their heirs, successors, assigns, legal representatives or estates), or (b) any agreement evidencing or relating to (i) one or more Guarantee Obligations in connection with Indebtedness incurred by any Management Investors in connection with any Management Subscription Agreements or other purchases by them of Capital Stock of any Parent Entity (so long as such Parent Entity applies the net cash proceeds of such purchases, directly or indirectly, to make capital contributions to, or purchase Capital Stock of, CCMGC, or applies such proceeds to pay Parent Entity Expenses) or CCMGC, or any refinancing, refunding, extension or renewal thereof, or (ii) one or more loans or advances to one or more Management Investors in connection with the purchase by such Management Investors of Capital Stock of any Parent Entity (so long as such Parent Entity applies the net cash proceeds of such purchases, directly or indirectly, to make capital contributions to, or purchase Capital Stock of, CCMGC, or applies such proceeds to pay Parent Entity Expenses) or CCMGC) (including in each case under this clause (b), without limitation, any agreement evidencing any right or option to acquire any such stock in connection with payment under any such Guarantee Obligation or in partial or full satisfaction of any such loan or advance).

Examples of Synthetic Purchase Agreement in a sentence

  • The Borrower will not, and will not permit any Subsidiary to, enter into or be party to, or make any payment under, any Synthetic Purchase Agreement.

  • The Borrower will not, and will not permit any Subsidiary to, enter into, or be a party to, or make any payment under, any Synthetic Purchase Agreement.

  • Neither Holdings nor any of its Subsidiaries shall make any payment to a creditor of any Unrestricted Subsidiary in respect of any liability of any Unrestricted Subsidiary, or enter into any Synthetic Purchase Agreement in respect of any liability of any Unrestricted Subsidiary, and no bank account of any Unrestricted Subsidiary shall be commingled with any bank account of Holdings or any of its Subsidiaries.

  • Enter into or be party to, or make any payment under, any Synthetic Purchase Agreement.

  • Enter into any Synthetic Purchase Agreement if under such Synthetic Purchase Agreement it may be required to make any payment relating to the Capital Stock of Holding that has the same economic effect on the Borrower and its Subsidiaries as any Investment by the Borrower in Capital Stock of Holding prohibited by subsection 8.9 above.


More Definitions of Synthetic Purchase Agreement

Synthetic Purchase Agreement means any Swap Agreement or similar agreement or combination of agreements pursuant to which any Credit Party is or may become obligated to make (i) any payment in connection with a purchase by any third Person from a Person other than a Credit Party of any Equity Interest in any Credit Party or any Subordinated Debt, or (ii) any payment (other than on account of a permitted purchase by it of any Equity Interest in any Credit Party or any Subordinated Debt) the amount of which is determined by reference to the price or value at any time of any Equity Interest in any Credit Party or any Subordinated Debt.
Synthetic Purchase Agreement means any swap, derivative or other agreement or combination of agreements pursuant to which Holdings or any of its Subsidiaries or any Unrestricted Subsidiary is or may become obligated to make (a) any payment not expressly permitted hereunder (i) in connection with a purchase by any Person other than Holdings or any of its Subsidiaries of any capital stock of or other equity interests in Holdings or any of its Subsidiaries, (ii) in respect of any Restricted Indebtedness or (iii) in respect of any liabilities of any Unrestricted Subsidiary or (b) any payment not expressly permitted hereunder the amount of which is determined by reference to (i) the price or value at any time of any capital stock of or other equity interests in Holdings or any of its Subsidiaries, (ii) Restricted Indebtedness or (iii) liabilities of any Unrestricted Subsidiary. Notwithstanding the foregoing, (A) the term “Synthetic Purchase Agreement” shall not include any swap, derivative or other agreement or combination of agreements to the extent that the inclusion of such agreement or combination of agreements in such term would restrict any transaction not otherwise restricted under this Agreement, unless such agreement or combination of agreements or the consummation of the transactions contemplated thereby is intended to have or would have an economic effect that is substantially equivalent to an economic effect of any transaction that is otherwise restricted under this Agreement and (B) any payment made or obligation incurred pursuant to a Synthetic Purchase Agreement that has an economic effect that is substantially equivalent to the economic effect of any payment or obligation expressly permitted by any provision of this Agreement will be deemed to have been made or incurred pursuant to such provision.
Synthetic Purchase Agreement means any swap, derivative or other agreement or combination of agreements pursuant to which Holdings, the U.S. Borrower or any Subsidiary is or may become obligated to make (a) any payment in connection with a purchase by any third party from a
Synthetic Purchase Agreement means any derivative or similar agreement pursuant to which NNC or any of its Subsidiaries is or may become obligated to make any payment the amount of which is determined by reference to the price or value at any time of any Capital Stock of NNC; provided that no phantom stock or similar plan providing for payments only to current or former directors, officers, employees, consultants or contractors of NNC or any Subsidiary of NNC (or to their heirs or estates or successors or assigns) shall be deemed to be a Synthetic Purchase Agreement.
Synthetic Purchase Agreement means any swap, derivative or other agreement or combination of agreements pursuant to which the Company or a Guarantor is or may become obligated to make (i) any payment in connection with a purchase by any third party from a Person other than the Company or a Guarantor of any Equity Interest or Restricted Indebtedness or (ii) any payment (other than on account of a permitted purchase by it of any Equity Interest or any Restricted Indebtedness) the amount of which is determined by reference to the price or value at any time of any Equity Interest or Restricted Indebtedness; provided that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of the Company or the Guarantor (or to their heirs or estates) shall be deemed to be a Synthetic Purchase Agreement. Termination Date means June 20, 2003, as such date may from time to time be extended in accordance with Section 2.5, or such earlier date as may be fixed by the Company on at least thirty (30) Banking Days' written notice to the Administrative Agent and the Banks. Termination Event with respect to any Plan means (i) the institution by NPCI, the PBGC or any other Person of steps to terminate such Plan, (ii) the occurrence of a Reportable Event with respect to such Plan which the Administrative Agent reasonably believes may be a basis for the PBGC to institute steps to terminate such Plan, or (iii) the withdrawal from such Plan (or deemed withdrawal under section 4062(f) of ERISA) by NPCI or any ERISA Affiliate if NPCI or such ERISA Affiliate is a "substantial employer" within the meaning of section 4063 of ERISA. Unmatured Event of Default means any event or condition which, with the lapse of time or giving of notice to the Company or both, would constitute an Event of Default. Value shall mean, with respect to any asset at any date of determination, the greater of such asset's book or fair market value as of the date of determination, with "book value" being the value of such asset as would appear immediately prior to such determination on a balance sheet of the owner of such asset prepared in accordance with GAAP. 1.2
Synthetic Purchase Agreement means any swap, derivative or other ---------------------------- agreement or combination of agreements pursuant to which Holdings or any of its Subsidiaries or any Unrestricted Subsidiary is or may become obligated to make (a) any payment not expressly permitted hereunder (i) in connection with a purchase by any Person other than Holdings or any of its Subsidiaries of any capital stock of or other equity interests in Holdings or any of its Subsidiaries, (ii) in respect of any Restricted Indebtedness or (iii) in respect of any liabilities of any Unrestricted Subsidiary or (b) any payment not expressly permitted hereunder the amount of which is determined by reference to (i) the price or value at any time of any capital stock of or
Synthetic Purchase Agreement any agreement pursuant to which the Borrower is or may become obligated to make (a) any payment in connection with the purchase by any third party from a Person other than the Borrower of any Capital Stock of the Borrower or any Indebtedness referred to in Section 7.9 of the Senior Credit Agreement or (b) any payment (except as otherwise expressly permitted by Section 7.6 or Section 7.9 of the Senior Credit Agreement) the amount of which is determined by reference to the price or value at any time of any such Capital Stock or Indebtedness; provided, that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of the Borrower (or to their heirs or estates) shall be deemed to be a Synthetic Purchase Agreement.