No Layering Clause Samples

The No Layering clause prohibits the practice of splitting or structuring transactions, orders, or activities into multiple smaller parts to avoid regulatory, contractual, or procedural requirements. In practical terms, this means that parties cannot divide a single large transaction into several smaller ones to bypass thresholds for reporting, compliance checks, or fees. This clause ensures transparency and prevents parties from circumventing rules or obligations by artificially breaking up activities, thereby maintaining the integrity of the agreement and regulatory compliance.
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No Layering. The Company will not, and will not permit any Guarantor to, incur or suffer to exist Indebtedness that is contractually subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also contractually subordinated in right of payment to the Notes or such Guarantor’s Guarantee, as the case may be.
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No Layering. The Company will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Company or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes and the applicable Note Guarantee on substantially identical terms; provided, that no Indebtedness of the Company shall be deemed to be contractually subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis.
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No Layering. The Company will not, and will not permit any Guarantor to, Incur or suffer to exist Indebtedness that is senior in right of payment to the Senior Subordinated Securities or such Guarantor's Subsidiary Guarantee, as the case may be, and subordinated in right of payment to any other Indebtedness of the Company or such Guarantor's Subsidiary Guarantee, as the case may be.
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No Layering. The Borrower will not, and will not allow any of its Subsidiaries to, incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually subordinate or junior in right of payment to any Senior Debt and senior in right of payment to the Subordinated Convertible Notes (in the case of the Borrower) or such Subsidiary’s Guarantee of the Subordinated Convertible Notes.]8
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No Layering. Cadmus will not, and will not permit any Issuer or Subsidiary Guarantor to, Incur or suffer to exist Indebtedness that is senior in right of payment to the Senior Subordinated Securities or such Subsidiary Guarantor's Subsidiary Guarantee, as the case may be, and subordinated in right of payment to any other Indebtedness of Cadmus or such Subsidiary Guarantor's Subsidiary Guarantee, as the case may be.
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No Layering. Notwithstanding the provisions of Section 4.9 hereof, (i) the Company shall not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of the Company and senior in any respect in right of payment to the Securities and (ii) the Subsidiary Guarantors shall not directly or indirectly incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to Guarantor Senior Debt and senior in any respect in right of payment to the Subsidiary Guarantees; PROVIDED, HOWEVER, that the foregoing limitations shall not apply to distinctions between categories of Indebtedness that exist by reason of any Liens arising or created in respect of some but not all such Indebtedness.
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No Layering. The Borrower will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Borrower or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Loans and the applicable Guarantee of the Loan on substantially identical terms; provided, however, that no Indebtedness of the Borrower shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Borrower solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis.
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No Layering. Borrowers and Guarantors shall not, and shall not permit any Subsidiary to (i) create or incur any Indebtedness that is subordinated or junior in right of payment to any other Indebtedness of Borrowers or Guarantors, unless such Indebtedness is also subordinated or junior in right of payment, in the same manner and to the same extent, to the Obligations, and (ii) have outstanding, create or incur any Indebtedness owing to any other Borrower, Guarantor or Subsidiary or employee of any Borrower, Guarantor or Subsidiary unless such Indebtedness is expressly subordinated to the Obligations in a manner and on terms satisfactory to the Required Lenders.
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No Layering. Notwithstanding the provisions of Section 4.7 hereof, the Company shall not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt and senior in any respect in right of payment to the Securities. No Subsidiary Guarantor, if any, shall incur any Indebtedness if such Indebtedness is expressly subordinate in right of payment to any Guarantor Senior Indebtedness of such Subsidiary Guarantor unless such Indebtedness is Senior Subordinated Indebtedness of such Subsidiary Guarantor or is contractually subordinated in right of payment to Senior Subordinated Indebtedness of such Subsidiary Guarantor. The foregoing limitations shall not apply to distinctions between categories of Indebtedness that exist by reason of any Liens arising or created in accordance with the provisions of this Indenture in respect of some but not all such Indebtedness.
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Related to No Layering

  • Anti-Layering The Company shall not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is both (a) subordinate or junior in right of payment to any Senior Debt and (b) senior in any respect in right of payment to the Notes. No Subsidiary Guarantor shall incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is both (a) subordinate or junior in right of payment to its Senior Debt and (b) senior in right of the Section 4.9 hereof.

  • No Injunctions No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any order, executive order, stay, decree, judgment or injunction (preliminary or permanent) or statute, rule or regulation which is in effect and which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger or the other transactions contemplated by this Agreement.

  • No Injunction No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.

  • No Proceeding There are no proceedings or investigations pending or threatened against the Servicer, before any Governmental Authority (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might (in the reasonable judgment of the Servicer) have a Material Adverse Effect.

  • No Lawsuits No suit, action or other proceeding or investigation shall be threatened or pending before or by any Court or Government concerning this Agreement or the consummation of the transactions contemplated hereby. No Government shall have threatened or directed any request for information concerning this Agreement, the transactions contemplated hereby or the consequences or implications of such transactions to Buyer, to Seller, or to any officer, director, employee or agent of it.