Form 424B5 Avery Dennison Corp


precise definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require us to repurchase such holder’s notes as a result of a sale, transfer,
conveyance of other disposition of less than all of our and our Subsidiaries’ assets, taken as a whole, to any person or group or persons may be uncertain.

Covenants

We will not be restricted by
the indenture from incurring unsecured indebtedness or other obligations. We will also not be restricted by the indenture from paying dividends or making distributions on our capital stock, or purchasing or redeeming our capital stock. The indenture
also will not require the maintenance of any financial ratios or specified levels of net worth or liquidity.

Restriction on Secured Debt

The Company will not, nor will it permit any of its Subsidiaries to, incur, issue, assume or guarantee any Debt secured by a Lien
on any of its or any Subsidiary’s Principal Property, or on any share of capital stock or Debt of any Subsidiary, unless the Company secures or causes such Subsidiary to secure the notes equally and ratably with (or, at the Company’s
option, prior to) such secured Debt, for so long as such secured Debt is so secured; provided, however, that the foregoing restrictions will not apply to Debt secured by the following:

(1) any Lien existing on the date of this prospectus supplement;

(2) Liens on property of, or on any shares of capital stock of or Debt of, any Person existing at the time such Person is
merged with or into or consolidated with the Company or any Subsidiary or otherwise becomes a Subsidiary;

(3) Liens in the
Company’s favor or in favor of any Subsidiary;

(4) Liens in favor of governmental bodies to secure progress, advance
or other payments pursuant to any contract or provision of any statute;

(5) Liens on property existing at the time of
acquisition thereof by the Company or any Subsidiary;

(6) any Lien securing indebtedness incurred to finance the purchase
price or cost of construction of property (or additions, substantial repairs, alterations or substantial improvements thereto); provided that such Lien and the indebtedness secured thereby are incurred within twelve months of the later of
acquisition or completion of construction (or addition, repair, alteration or improvement) and full operation thereof;

(7)
Liens securing industrial revenue bonds, pollution control bonds or similar types of bonds;

(8) mechanics and similar
Liens arising in the ordinary course of business in respect of obligations not due or being contested in good faith;

(9)
Liens arising from deposits with, or the giving of any form of security to, any governmental agency required as a condition to the transaction of business or exercise of any privilege, franchise or license;

(10) Liens for taxes, assessments or governmental charges or levies which are not then delinquent or are being contested in
good faith;

(11) Liens put on any property in contemplation of its disposition, provided the Company has a binding
agreement to sell at the time the Lien is imposed and the Company disposes of the property within one year after the creation of the Liens and that any indebtedness secured by the Liens is without recourse to the Company or any of its Subsidiaries;

(12) Liens (including judgment liens) arising from legal proceedings being contested in good faith (and, in the case of
judgment liens, execution thereof is stayed); and

(13) any amendment, extension, renewal or replacement of any Liens
referred to in the foregoing clauses (1) through (12) inclusive or any Debt secured thereby, provided that such extension, renewal or replacement will be limited to all or part of the same property, shares of capital stock or Debt that secured
the Lien extended, renewed or replaced.

 

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