Common use of Acquisition Loan Documents Clause in Contracts

Acquisition Loan Documents. If the proposed Acquisition is to be a Domestic Acquisition or Canadian Acquisition (which does not also constitute a Foreign Acquisition) of the Capital Stock of the Target, then, unless the Target is a Designated Subsidiary: (i) the Target shall, upon consummation of such acquisition, become a "Company" or "Guarantor", as determined by Agent and the Required Lenders, for all purposes under the Loan Documents and shall execute and deliver to Agent documentation reasonably required by the Agent in connection therewith (including, 33 without limitation, (1) documentation confirming that such Person is or will be a Company or a Guarantor under the Loan Documents, (2) documentation granting to Agent for the benefit of Lenders a first, priority lien in all assets of the Person, other than Permitted Encumbrances, (3) an agreement in writing (in form and substance reasonably satisfactory to the Agent) providing for the subordination of inter-company indebtedness to the Obligations owed to the Agent and the Lenders, (4) documentation demonstrating such Person's authority from its Board of Directors or other appropriate governing body to execute all documentation with or for the Lenders as Agent and the other Lenders, and (5) certificates of insurance for and policy of insurance maintained by such Person which satisfy the requirements of Paragraph 7.5 of Section 7 hereof); (ii) the Obligors shall execute and deliver to the Agent an amendment to the relevant Loan Documents describing as collateral thereunder the Capital Stock of the acquired Person and other Collateral owned by such Person (together with documents incident thereto); and (iii) the acquiring Obligor shall deliver to the Agent the certificates representing 100% of the Capital Stock of such Person (or 65% of each new Canadian Subsidiary) together with undated stock powers duly executed in blank. If the proposed Acquisition is a Domestic Acquisition or a Canadian Acquisition (which does not also constitute a Foreign Acquisition) of assets, the acquiring Company shall execute and deliver the Agent such documentation requested by Agent to cause the property acquired to be subject to a fully perfected lien and security interest in favor of Agent for the benefit of the Lenders and for such lien to have priority over all other liens other than Permitted Encumbrances.

Acquisition Loan Documents. If the proposed Acquisition is to be a Domestic Acquisition or Canadian Acquisition (which does not also constitute a Foreign Acquisition) of the Capital Stock of the Target, then, unless the Target is a Designated Subsidiary: (i) the Target shall, upon consummation of such acquisitionAcquisition, become a "“Company" ” or "“Guarantor"”, as determined by Agent and the Required Lenders, for all purposes under the Loan Documents and shall execute and deliver to Agent documentation reasonably required by the Agent in connection therewith (including, 33 without limitation, (1) documentation confirming that such Person is or will be a Company or a Guarantor under the Loan Documents, (2) documentation granting to Agent for the benefit of Lenders a first, priority lien in all assets of the Person, other than Permitted Encumbrances, (3) an agreement in writing (in form and substance reasonably satisfactory to the Agent) providing for the subordination of inter-company indebtedness to the Obligations owed to the Agent and the Lenders, (4) documentation demonstrating such Person's ’s authority from its Board of Directors or other appropriate governing body to execute all documentation with or for the Lenders as Agent and the other Lenders, and (5) certificates of insurance for and policy of insurance maintained by such Person which satisfy the requirements of Paragraph Section 7.5 of Section 7 hereof); (ii) the Obligors shall execute and deliver to the Agent an amendment to the relevant Loan Documents describing as collateral thereunder thereunder, the Capital Stock of the acquired Person and other Collateral owned by such Person (together with documents incident thereto); and (iii) the acquiring Obligor shall deliver to the Agent the certificates representing 100% of the Capital Stock of such Person (or 65% of each new Canadian Subsidiary) together with undated stock powers duly executed in blank. If the proposed Acquisition is a Domestic Acquisition or a Canadian Acquisition (which does not also constitute a Foreign Acquisition) of assets, the acquiring Company shall execute and deliver the Agent such documentation requested by Agent to cause the property acquired to be subject to a fully perfected lien and security interest in favor of Agent for the benefit of the Lenders and for such lien to have priority over all other liens other than Permitted Encumbrances.

Acquisition Loan Documents. (a) If the proposed Acquisition acquisition is to be an acquisition of the stock of a Domestic Acquisition or Canadian Acquisition (which does not also constitute a Foreign Acquisition) of the Capital Stock of the TargetPerson, then, unless the Target is a Designated Subsidiary: (i) the Target shall, upon consummation of such acquisition, become a "Company" or "Guarantor", as determined by Agent and the Required Lenders, for all purposes under the Loan Documents and shall execute and deliver to Agent documentation reasonably required by the Agent in connection therewith (therewith, including, 33 without limitation, (1) documentation confirming that such Person is or will be a Company or a Guarantor Restricted Subsidiary under the Loan Documents, (2) documentation granting to Agent for the benefit of Lenders a first, priority lien in all assets of the Person, other than Permitted Encumbrances, (3) Documents and an agreement in writing (in form and substance reasonably satisfactory to the Agent) providing for the subordination of inter-company indebtedness to the Obligations owed to the Agent and the Lenders, (4) documentation demonstrating such Person's authority from its Board of Directors or other appropriate governing body to execute all documentation with or for the Lenders as Agent and the other Lenders, and (5) certificates of insurance for and policy of insurance maintained by such Person which satisfy the requirements of Paragraph 7.5 of Section 7 hereof); (ii) the Obligors shall execute and deliver to the Agent an amendment to the relevant Loan Documents UTI - AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 38 describing as collateral thereunder the Capital Stock stock of the acquired Person and other Collateral owned by such Person (together with documents incident thereto); and (iii) the acquiring Obligor shall deliver to the Agent the certificates representing 100% of the Capital Stock stock of such Person (or 65% of each new Canadian Subsidiary) together with undated stock powers duly executed in blank. If the proposed Acquisition acquisition is a an acquisition of Domestic Acquisition or a Canadian Acquisition (which does not also constitute a Foreign Acquisition) of assets, the acquiring Company UTI shall execute and deliver the Agent such documentation requested by Agent to cause the property acquired to be subject to a fully perfected lien and security interest in favor of Agent for the benefit of the Lenders and for such lien to have priority over all other liens other than Permitted EncumbrancesLiens. (b) If, after giving effect to a Permitted Acquisition, the Availability is or would be less than $30,000,000, then the Parent shall notify the Agent in writing, as soon as practicable (but in no event more than five (5) Business Days) after closing of such Acquisition in the event that, (i) any Obligor effected a Permitted Acquisition of the Capital Stock of a Domestic Subsidiary, (ii) such Subsidiary is or could be determined by Agent to be Financially Weakened, and (iii) such Subsidiary is a first tier Subsidiary of the Parent. Such Subsidiary shall be a Restricted Subsidiary for thirty (30) days after the Agent receives written notice unless otherwise provided by operation of this Paragraph 5(b). Within thirty (30) days after the Agent receives such written notice, the Agent shall notify the Parent if the Agent has an Objection to such Subsidiary (or its successor) becoming an Obligor, in which event such Subsidiary (or its successor) shall become and remain a Restricted Subsidiary until such time as the Agent determines, in the Agent's reasonable discretion, that it has no further Objection or such Subsidiary becomes a Subsidiary of UTI. If the Agent fails to assert its Objection, in writing, within such thirty (30) day period, such Subsidiary shall instead not become a Restricted Subsidiary of UTI. Regardless of whether a Subsidiary is a Restricted Subsidiary under this clause (b), however, such Subsidiary shall become a "Company" on the closing of such transaction, and the Agent, the Lenders and the Obligors shall execute all documents (as contemplated in Paragraph 5(a) above) as may be reasonably required to make such Subsidiary a "Company" hereunder. Parent shall cause each Domestic Subsidiary to become a participant in the Parent's consolidated cash management system, (A) in the event such Subsidiary never becomes a Restricted Subsidiary, as soon as practicable but in no event later than twenty (20) months after the acquisition of such Subsidiary, or (B) in the event the Subsidiary becomes a Restricted Subsidiary, as soon as practicable following the date such Subsidiary ceases to be considered a Restricted Subsidiary, but in no event later than twenty (20) months after such date. (c) If, after giving effect to Permitted Acquisition of the Capital Stock of a Domestic Person, Availability exceeds $30,000,000, then such Person (or its successors) shall, upon the closing of the Acquisition thereof, become a "Company" for all purposes hereof, and the parties hereto shall execute all such documents (as contemplated in Paragraph 5(a) above) as may be reasonably required to effect such result, and such Subsidiary shall not be a Restricted Subsidiary. (d) Within thirty (30) days following the closing of each Permitted Acquisition, the Parent shall provide the Agent for the benefit of the Lenders with a complete certified copy or executed original of all Acquisition documents, instruments and agreements executed and delivered in connection with such Acquisition. UTI - AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 39 (e) Any Company that is a Restricted Subsidiary may not become part of the Parent's consolidated cash management system without the prior written approval of the Agent. Any Company that is not a Restricted Subsidiary may become a member of the Parent's consolidated cash management system at any time at the Parent's discretion.

Acquisition Loan Documents. (a) If the proposed Acquisition acquisition is to be an acquisition of the stock of a Domestic Acquisition or Canadian Acquisition (which does not also constitute a Foreign Acquisition) of the Capital Stock of the TargetPerson, then, unless the Target is a Designated Subsidiary: (i) the Target shall, upon consummation of such acquisition, become a "Company" or "Guarantor", as determined by Agent and the Required Lenders, for all purposes under the Loan Documents and shall execute and deliver to Agent documentation reasonably required by the Agent in connection therewith (therewith, including, 33 without limitation, (1) documentation confirming that such Person is or will be a Company or a Guarantor Restricted Subsidiary under the Loan Documents, (2) documentation granting to Agent for the benefit of Lenders a first, priority lien in all assets of the Person, other than Permitted Encumbrances, (3) Documents and an agreement in writing (in form and substance reasonably satisfactory to the Agent) providing for the subordination of inter-company indebtedness to the Obligations owed to the Agent and the Lenders, (4) documentation demonstrating such Person's authority from its Board of Directors or other appropriate governing body to execute all documentation with or for the Lenders as Agent and the other Lenders, and (5) certificates of insurance for and policy of insurance maintained by such Person which satisfy the requirements of Paragraph 7.5 of Section 7 hereof); (ii) the Obligors shall execute and deliver to the Agent an amendment to the relevant Loan Documents describing as collateral thereunder the Capital Stock stock of the acquired Person and other Collateral owned by such Person (together with documents incident thereto); and (iii) the acquiring Obligor shall deliver to the Agent the certificates representing 100% of the Capital Stock stock of such Person (or 65% of each new Canadian Subsidiary) together with undated stock powers duly executed in blank. If the proposed Acquisition acquisition is a an acquisition of Domestic Acquisition or a Canadian Acquisition (which does not also constitute a Foreign Acquisition) of assets, the acquiring Company UTI shall execute and deliver the Agent such documentation requested by Agent to cause the property acquired to be subject to a fully perfected lien and security interest in favor of Agent for the benefit of the Lenders and for such lien to have priority over all other liens other than Permitted EncumbrancesLiens. (b) If, after giving effect to a Permitted Acquisition, the Availability is or would be less than $30,000,000, then the Parent shall notify the Agent in writing, as soon as practicable (but in no event more than five (5) Business Days) after closing of such Acquisition in the event that, (i) any Obligor effected a Permitted Acquisition of the Capital Stock of a Domestic Subsidiary, (ii) such Subsidiary is or could be determined by Agent to be Financially Weakened, and (iii) such Subsidiary is a first tier Subsidiary of the Parent. Such Subsidiary shall be a Restricted Subsidiary for thirty (30) days after the Agent receives written notice unless otherwise provided by operation of this Paragraph 5(b). Within thirty (30) days after the Agent receives such written notice, the Agent shall notify the Parent if the Agent has an Objection to such Subsidiary (or its successor) becoming an Obligor, in which event such Subsidiary (or its successor) shall become and remain a Restricted Subsidiary until such time as the Agent determines, in the Agent's reasonable discretion, that it has no further Objection or such Subsidiary becomes a Subsidiary of UTI. If the Agent fails to assert its Objection, in writing, within such thirty (30) day period, such Subsidiary shall instead not become a Restricted Subsidiary of UTI. Regardless of whether a Subsidiary is a Restricted Subsidiary under this clause (b), however, such Subsidiary shall become a "Company" on the closing of such transaction, and the Agent, the Lenders and the Obligors shall execute all documents (as contemplated in Paragraph 5(a) above) as may be reasonably required to make such Subsidiary a "Company" hereunder. Parent shall cause each Domestic Subsidiary to become a participant in the Parent's consolidated cash UTI - LOAN AND SECURITY AGREEMENT

Acquisition Loan Documents. (a) If the proposed Acquisition acquisition is to be an acquisition of the stock of a Domestic Acquisition or Canadian Acquisition (which does not also constitute a Foreign Acquisition) of the Capital Stock of the TargetPerson, then, unless the Target is a Designated Subsidiary: (i) the Target shall, upon consummation of such acquisition, become a "Company" or "Guarantor", as determined by Agent and the Required Lenders, for all purposes under the Loan Documents and shall execute and deliver to Agent documentation reasonably required by the Agent in connection therewith (therewith, including, 33 without limitation, (1) documentation confirming that such Person is or will be a Company or a Guarantor Restricted Subsidiary under the Loan Documents, (2) documentation granting to Agent for the benefit of Lenders a first, priority lien in all assets of the Person, other than Permitted Encumbrances, (3) Documents and an agreement in writing (in form and substance reasonably satisfactory to the Agent) providing for the subordination of inter-company indebtedness to the Obligations owed to the Agent and the Lenders, (4) documentation demonstrating such Person's authority from its Board of Directors or other appropriate governing body to execute all documentation with or for the Lenders as Agent and the other Lenders, and (5) certificates of insurance for and policy of insurance maintained by such Person which satisfy the requirements of Paragraph 7.5 of Section 7 hereof); (ii) the Obligors shall execute and deliver to the Agent an amendment to the relevant Loan Documents describing as collateral thereunder the Capital Stock stock of the acquired Person and other Collateral owned by such Person (together with documents incident thereto); and (iii) the acquiring Obligor shall deliver to the Agent the certificates representing 100% of the Capital Stock stock of such Person (or 65% of each new Canadian Subsidiary) together with undated stock powers duly executed in blank. If the proposed Acquisition acquisition is a an acquisition of Domestic Acquisition or a Canadian Acquisition (which does not also constitute a Foreign Acquisition) of assets, the acquiring Company UTI shall execute and deliver the Agent such documentation requested by Agent to cause the property acquired to be subject to a fully perfected lien and security interest in favor of Agent for the benefit of the Lenders and for such lien to have priority over all other liens other than Permitted EncumbrancesLiens. (b) If, after giving effect to a Permitted Acquisition, the Availability is or would be less than $30,000,000, then the Parent shall notify the Agent in writing, as soon as practicable (but in no event more than five (5) Business Days) after closing of such Acquisition in the event that, (i) any Obligor effected a Permitted Acquisition of the Capital Stock of a Domestic Subsidiary, (ii) such Subsidiary is or could be determined by Agent to be Financially Weakened, and (iii) such Subsidiary is a first tier Subsidiary of the Parent. Such Subsidiary shall be a Restricted Subsidiary UTI - LOAN AND SECURITY AGREEMENT 37 41