Telecommunications Assets means (a) any Property (other than cash, cash equivalents and Capital Stock or other securities) to be owned by the Parent or any Restricted Subsidiary and used in the Telecommunications Business; or (b) Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Parent or another Restricted Subsidiary from any Person other than an Affiliate of the Parent; provided, however, that, in the case of clause (b), such Person is primarily engaged in the Telecommunications Business; and provided further, however, that for purposes of the definition of Purchase Money Debt, Telecommunications Assets shall consist only of Property described in clause (a) above and shall not include Property constituting all or substantially all the assets of a business or an operating unit of a business.
Examples of Telecommunications Assets in a sentence
Telecommunications Assets shall include stock, joint venture or partnership interests in another Person, provided that substantially all of the assets of such other Person consist of Telecommunications Assets, and provided, further, that if such stock, joint venture or partnership interests are held by the Company or a Restricted Subsidiary, such other Person either is, or immediately following the relevant transaction shall become, a Restricted Subsidiary of the Company pursuant to Section 4.17 hereof.
Each Borrower Party has received, and is in all respects in compliance with all State PUC Licenses and the applicable State Telecommunications Laws, except any such failure to comply which has not, and could not reasonably be expected to have, a Materially Adverse Effect or result in such Borrower Party not being authorized to own or operate any material portion of its Telecommunications Assets, or incur or remain liable with respect to any of the Obligations or Liens granted as security therefore.
For purposes of the covenants described in Section 3.15 and Section 3.17 the definition of "Telecommunications Assets" only, "Affiliate" shall also mean any beneficial owner of shares representing more than 10% or more of the total voting power of the Voting Stock on a fully diluted basis of the Company or of rights or warrants to purchase such Voting Stock, whether or not currently exercisable, and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof.
The Company will use the proceeds of the Loan only for general corporate purposes, including without limitation, the acquisition of Telecommunications Assets; Section 4.12 FINANCIAL COVENANTS.
The Credit Agreement predicates that each ------------------ Subsidiary that was not in existence on the date of the Credit Agreement is required to enter into this Agreement as a Lessee and the Intercompany Security Agreement if the Lessor wishes to lease Telecommunications Assets to such Subsidiary.