Acquisitions and Joint Ventures. Cause or obligate Owner to enter into any business combination transaction, including any merger, consolidation, equity exchange, acquisition, sale joint venture, partnership or similar arrangement, or acquire any assets, properties or rights, including leasehold and working interests, in any case involving or that is reasonably expected to involve, aggregate consideration paid by Owner with a value in excess of the Basket Amount during any Budget period.
Acquisitions and Joint Ventures. No Obligor shall (and each Obligor shall ensure that no Group Company will):
Acquisitions and Joint Ventures. (a) Purchase or acquire all of the Equity Interests in, or all or substantially all of the property and assets of, any Person (other than any Subsidiary of the Borrower) that, upon the consummation thereof, will be wholly owned directly by the Borrower or one or more of its wholly owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) except any such purchase or acquisition made pursuant to this Section 8.02(a) so long as:
Acquisitions and Joint Ventures. The Borrower will not, and will not permit any of its Restricted Subsidiaries to invest in any Joint Venture or consummate any Acquisition, unless immediately prior to such Acquisition or investment in any Joint Venture and after giving effect thereto, no Default shall have occurred and be continuing, and:
Acquisitions and Joint Ventures. (a) Purchase or acquire all of the Equity Interests in, or all or substantially all of the property and assets of, any Person (other than any Subsidiary of Timken) that, upon the consummation thereof, will be wholly owned directly by Timken or one or more of its wholly owned Subsidiaries (including, without limitation, as a result of a merger or consolidation) except any such purchase or acquisition made pursuant to this Section 8.02(a) so long as:
Acquisitions and Joint Ventures. So long as any amounts are outstanding hereunder, no Borrower shall, without the prior written consent of the Bank, engage in or become a party to any transaction or agreement involving an Acquisition. Notwithstanding the foregoing, however, the Borrowers may engage in or become a party to a transaction or agreement involving an Acquisition without the prior written consent of the Bank provided that (a) no Event of Default has occurred and is continuing hereunder, (b) the proposed Acquisition will not cause an Event of Default hereunder, and either (c)(i) the proposed Acquisition is structured as a purchase of the assets of the Company being acquired in the Acquisition (the "Target"), (ii) no liabilities of the Target (either direct or contingent) are being assumed by a Borrower in connection with the Acquisition and (iii) the consideration paid by the Borrower for the assets of the Target consists solely of the shares of common stock or other equity securities issued by a Borrower, or (d)(i) the Target has a Target-EBITDA for the applicable twelve (12) month period preceding the closing date of the Acquisition of not less than six and one-half percent (6.5%) of the Target's sales for the same twelve (12) month period and (ii) the purchase price paid by the Borrower for the Target in the Acquisition does not exceed six (6) times Target-EBITDA. For purposes of this Section 5.24 "Target-EBITDA" shall mean after-tax net income of the Target for designated twelve (12) month period, plus interest charges, income taxes of the Target and depreciation and amortization expense of the Target for such period to the extent deducted in determining such net income, plus salaries for officers of the Target that are not projected to be paid to such officers following the Acquisition, all as determined in accordance with generally accepted accounting principles. Prior to the consummation of any such Acquisition the Borrower shall provide written notice to the Bank describing the transaction and/or agreement, which notice shall include pro forma financial information concerning the Acquisition demonstrating continued compliance by the Borrowers with the financial covenants contained herein and such other information which the Bank may reasonably request.
Acquisitions and Joint Ventures. (i) It will not (and will procure that any Restricted Subsidiary will not):
Acquisitions and Joint Ventures. The Borrower will not, and will not permit any of its Subsidiaries to invest in any Joint Venture or consummate any Acquisition or otherwise acquire any business, or the related assets, of any other Person (whether by way of purchase of assets or stock, by merger or consolidation or otherwise) except those Investments permitted by Sections 6.04(e), (f) and (g).
Acquisitions and Joint Ventures. The Parent will not, and will procure that no Group Member will, acquire or make any investment in any companies, joint ventures or partnerships or acquire any businesses (or interests therein) other than Permitted Acquisitions or Major Permitted Acquisitions.
Acquisitions and Joint Ventures. Except to the extent permitted by Section 6.9, Borrower shall not, and shall not permit any of the Subsidiaries to, make any Acquisitions or Joint Ventures or to enter into any agreement to make any Acquisitions or Joint Ventures.
