Capital Expenditures. ​ shall not, and shall not permit any of its Subsidiaries to, incur Capital Expenditures during any fiscal year in an aggregate amount for ​ and its Subsidiaries in excess of the CapEx Cap Amount with respect to such fiscal year. As used herein, “CapEx Cap Amount” means, with respect to any fiscal year, $150,000,000; provided, that such amount shall be increased by an amount equal to the excess, if any (but in no event more than $75,000,000), of the CapEx Cap Amount for the previous fiscal year (as calculated without giving effect to this proviso) over the actual amount of Capital Expenditures incurred by ​ and its Subsidiaries during such previous fiscal year.

Capital Adequacy If any Lender or Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any Lending Office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s, Issuing Bank’s or holding company’s capital as a consequence of this Agreement, or such Lender’s or Issuing Bank’s Commitments, Loans, Letters of Credit or participations in LC Obligations, to a level below that which such Lender, Issuing Bank or holding company could have achieved but for such Change in Law (taking into consideration such Lender’s, Issuing Bank’s and holding company’s policies with respect to capital adequacy), then from time to time Borrowers will pay to such Lender or Issuing Bank upon such Lender’s or Issuing Bank’s request which request, subject to Section 3.3, shall be accompanied by, if requested in writing by the Borrower Agent, a calculation of the amount thereof in reasonable detail, as the case may be, such additional amount or amounts as will compensate it or its holding company for any such reduction suffered.

Capital Changes. Until the one year anniversary of the Closing Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the Shares.

If, after the date hereof, Issuing Bank or any Lender reasonably determines that # any Change in Law regarding capital or reserve requirements for banks or bank holding companies, or # compliance by Issuing Bank or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy (whether or not having the force of law) issued after the Closing Date, has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding companies’ capital as a consequence of Issuing Bank’s or such Lender’s commitments hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’ then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount reasonably deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on written demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s right to demand such compensation; provided that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Capital Requirements. If any [[Organization A:Organization]] or the L/C Issuer determines that any Change in Law affecting such [[Organization A:Organization]] or the L/C Issuer or any Lending Office of such [[Organization A:Organization]] or such [[Organization A:Organization]]’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such [[Organization A:Organization]]’s or the L/C Issuer’s capital or on the capital of such [[Organization A:Organization]]’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such [[Organization A:Organization]] or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such [[Organization A:Organization]], or the Letters of Credit issued by the L/C Issuer, to a level below that which such [[Organization A:Organization]] or the L/C Issuer or such [[Organization A:Organization]]’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such [[Organization A:Organization]]’s or the L/C Issuer’s policies and the policies of such [[Organization A:Organization]]’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the ​ will pay to such [[Organization A:Organization]] or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such [[Organization A:Organization]] or the L/C Issuer or such [[Organization A:Organization]]’s or the L/C Issuer’s holding company for any such reduction suffered.

“Qualified Capital Stock” of any Person means any Capital Stock of such Person that is not Disqualified Capital Stock.

“Specified Excluded Capital Stock” means # the Capital Stock of SMG Germany GmbH, # the Capital Stock of SMG Gardening (UK) Ltd., # the Capital Stock of [[Organization B:Organization]] de Mexico SA de CV, # the Capital Stock of [[Organization B:Organization]] Servicios S.A., # the Capital Stock of [[Organization B:Organization]] Sierra (China) Co. Ltd., # Miracle-Gro Tecnologia & Servicios, S. de R.L. de C.V., # the Capital Stock of The ​ Foundation, and # the Capital Stock of the Excluded Entities (other than the Capital Stock of The Hawthorne Gardening Company directly owned by ​ or any Subsidiary Guarantor, which shall be pledged in accordance with the terms of Section 5.11(a)).

any Company Contract relating to the issuance of any capital stock or other securities convertible into or exchangeable for capital stock, or subscriptions, rights, warrants, or options to acquire any capital stock or any securities convertible into or exchangeable for capital stock;

changed the Company's authorized or issued capital stock, granted of any stock option or right to purchase shares of capital stock of the Company; issued any security convertible into such capital stock, granted of any registration rights, granted options, warrants or stock awards, purchased, redeemed, retired, or otherwise acquired any shares of any such capital stock, or declared or payed any dividend or other distribution or payment in respect of shares of capital stock;

“Voting Power” shall mean, with respect to any class or classes of capital stock of Borrower (or any class or classes of capital stock then convertible into such capital stock at the option of the holders thereof), the voting power entitled to vote in the election of directors of Borrower.