Ardagh Glass Finance plc - Irish Stock Exchange
Ardagh Glass Finance plc - Irish Stock Exchange
Ardagh Glass Finance plc - Irish Stock Exchange
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otherwise require any cash payment (other than as a result of insolvency proceedings of the Parent<br />
Guarantor), in each case prior to the 90th day following the repayment in full of the Notes and all<br />
other amounts due under the Indenture, (iii) does not provide for or require any security interest or<br />
encumbrance over any asset of the Parent Guarantor or any Restricted Subsidiary and (iv) does not<br />
contain any covenants (financial or otherwise) other than a covenant to pay such Deeply Subordinated<br />
Funding.<br />
‘‘Default’’ means any event that is, or after notice or passage of time or both would be, an Event<br />
of Default.<br />
‘‘Designated Senior Debt’’ means (a) any Debt outstanding under the Senior Credit Facilities and<br />
the Senior Secured Notes and (b) any other Senior Debt permitted under the Indenture the principal<br />
amount of which is A20 million or more as of the date of determination and that has been designated<br />
by the Issuer, the Parent Guarantor or the relevant Restricted Subsidiary as ‘‘Designated Senior Debt’’.<br />
‘‘Disinterested Director’’ means, with respect to any transaction or series of related transactions, a<br />
member of the Parent Guarantor’s board of directors who does not have any material direct or indirect<br />
financial interest in or with respect to such transaction or series of related transactions or is not an<br />
Affiliate, or an officer, director or employee of any Person (other than the Parent Guarantor or any<br />
Restricted Subsidiary) who has any direct or indirect financial interest in or with respect to such<br />
transaction or series of related transactions; provided that no member of the Parent Guarantor’s board<br />
of directors shall be deemed to have any such direct or indirect financial interest solely as a result of<br />
such member’s ownership of Capital <strong>Stock</strong> of <strong>Ardagh</strong> <strong>Glass</strong> Group <strong>plc</strong> or any successor or holding<br />
company thereof or such member’s serving on the board of directors of <strong>Ardagh</strong> <strong>Glass</strong> Group <strong>plc</strong> or any<br />
successor or holding company thereof.<br />
‘‘Enforcement Action’’ means, in relation to any Debt of a Subsidiary Guarantor, any action<br />
(whether taken by the relevant creditor or creditors or an agent or trustee on its or their behalf) to:<br />
(a) demand payment, declare prematurely due and payable or otherwise seek to accelerate<br />
payment of all or any part of such Debt;<br />
(b) recover all or any part of such Debt (including, by exercising any rights of set-off or<br />
combination of accounts);<br />
(c) exercise or enforce any rights under or pursuant to any guarantee or other assurance given by<br />
such Subsidiary Guarantor in respect of such Debt;<br />
(d) exercise or enforce any rights under any security interest whatsoever which secures such Debt;<br />
(e) commence legal proceedings against any Person; or<br />
(f) commence, or take any other steps which could lead to the commencement of:<br />
(i) any insolvency, liquidation, dissolution, winding-up, administration, receivership,<br />
compulsory merger or judicial re-organization of any Person;<br />
(ii) the appointment of a trustee in bankruptcy, or insolvency conciliator, ad hoc official,<br />
judicial administrator, a liquidator or other similar officer in respect of any Person; or<br />
(iii) any other similar process or appointment.<br />
‘‘euro’’ or ‘‘A’’ means the lawful currency of the member states of the European Union who have<br />
agreed to share a common currency in accordance with the provisions of the Maastricht Treaty dealing<br />
with European monetary union.<br />
‘‘Euro Equivalent’’ means, with respect to any monetary amount in a currency other than euro, at<br />
any time for the determination thereof, the amount of euro obtained by converting such foreign<br />
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