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.

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 [[Borrower:Organization]] 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.

Capital Expenditures. Make or become legally obligated to make any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations), except for acquisitions permitted pursuant to and in accordance with [Section 7.02(h)] and capital expenditures in the ordinary course of business not exceeding $3,000,000 in the aggregate for the Borrower and its Subsidiaries during each fiscal year; provided, however, that notwithstanding the foregoing, for the fiscal year ending December 31, 2015, such capital expenditures in the ordinary course of business shall not exceed $3,500,000 in the aggregate for the Borrower and its Subsidiaries.

“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 [[Company:Organization]] Foundation, and # the Capital Stock of the Excluded Entities (other than the Capital Stock of The Hawthorne Gardening Company directly owned by [[Company:Organization]] 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;

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

authorized or issued any of its Capital Stock or securities convertible into such Target Company’s Capital Stock, including options, warrants, convertible debt or other rights to acquire such Target Company’s Capital Stock;

otherwise) to repurchase or otherwise acquire or retire any shares of its capital Stock or any security convertible into or exchangeable for any of its capital Stock.