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;

Dividends; Changes in Capital Stock: Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock;

Tier 2 Capital. If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, the Company will promptly notify the Noteholder (as defined in the Subordinated Note), and thereafter, if requested by the Company, the Company and the Noteholder (as defined in the Subordinated Note) will work together in good faith to execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that nothing contained in this Agreement shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event as described in the Subordinated Notes.

Withdrawal of Capital. Prior to the dissolution and liquidation of the Partnership, no Partner shall have the right, during the term of the Partnership, to require the return of all or any portion of his Initial Capital Contribution, except that distributions made in accordance with Article VIII may represent in whole or in part a return of capital. Upon any return of partnership capital this Agreement shall be amended as provided by the Law.