ACQUISITIONS; CREATION OF SUBSIDIARIES. The Borrower shall not, and shall not permit any Restricted Subsidiary to, acquire any assets, Property or business of any other Person, or participate in any joint venture, or create or acquire any Subsidiary, except
ACQUISITIONS; CREATION OF SUBSIDIARIES. Other than the Acquisition Transactions, create or acquire any Subsidiary or any asset or operating division of any other Person other than the purchase of inventory in the ordinary course of business and the purchase of capital assets expressly permitted hereunder.
ACQUISITIONS; CREATION OF SUBSIDIARIES. (1) Make any Acquisition, other than a Permitted Acquisition; or (2) create any subsidiary unless (i) such subsidiary is a wholly owned subsidiary of a Credit Party and the shares in the capital of such subsidiary have been pledged to the Administrative Agent or the Canadian Administrative Agent, as applicable, pursuant to the applicable Security Instruments, and (ii) such subsidiary shall have executed and delivered a counterpart to the applicable Security Instruments and such other agreements, documents and instruments as the Agents may reasonably request, and shall have delivered such certificates, Lien search reports, opinions of counsel and other items as the Administrative Agent may reasonably require, in each case in form and substance satisfactory to the Administrative Agent. Notwithstanding that an acquisition is a Permitted Acquisition, the Borrowers shall not be permitted to include in the US Borrowing Base or the Canadian Borrowing Base any components which would, but for this Section 7.17, be included therein until the conditions set out in the last sentence of the definition of "Permitted Acquisition" has been satisfied.
ACQUISITIONS; CREATION OF SUBSIDIARIES. Create or acquire, or permit any of its Subsidiaries to create or acquire, any Subsidiary without first giving five (5) Business Days' prior written notice to the Administrative Agent. In every case (i) each new domestic Subsidiary shall promptly execute a written instrument of guaranty, unconditionally guaranteeing payment of all Lender Indebtedness, and (ii) the Company shall deliver to Administrative Agent and the Lenders a revised Schedule with respect to each new Subsidiary which shall be automatically upon delivery an amendment to the prior Schedule. The Company shall not and shall not permit any Subsidiary to sell or to issue any stock of a Subsidiary or any interest in a partnership. The Company shall not permit any Subsidiary to issue any stock except to the Company.
ACQUISITIONS; CREATION OF SUBSIDIARIES. Create or acquire any Subsidiary or any asset or operating division of any other Person other than (i) the Acquisition Transactions, (ii) the Merger Transactions, (iii) the formation of SC Acquisition, (iv) the purchase of inventory in the ordinary course of business, and (v) the purchase of capital assets expressly permitted hereunder.
ACQUISITIONS; CREATION OF SUBSIDIARIES. Neither Corporation nor any of its Subsidiaries shall acquire any or all of the stock, securities or other Property of any Person in any transaction, other than (i) immaterial acquisitions in the ordinary course of business consistent with past practice and (ii) acquisitions of any management or consulting businesses or operations as contemplated by Section 3.2 of the Management Agreement.
ACQUISITIONS; CREATION OF SUBSIDIARIES. Create or acquire any Subsidiary or any asset or operating division of any other Person other than (i) the Acquisition Transactions, (ii) the Merger Transactions, (iii) the formation of SC Acquisition, (iv) the Texas Arai Acquisition Transactions, (v) the purchase of inventory in the ordinary course of business, (vi) the purchase of capital assets expressly permitted hereunder, and (vii) the creation of directly or indirectly wholly owned domestic subsidiaries of the Company in connection with the establishment of the Consolidated Facility; provided, that, the creation of such directly or indirectly wholly owned subsidiaries shall be subject to the provisions of this Agreement, including, without limitation, each such Subsidiary being required to become a US Borrower hereunder pursuant to Section 6.9 hereof.
ACQUISITIONS; CREATION OF SUBSIDIARIES. Create or acquire any Subsidiary or any asset or operating division of any other Person other than the purchase of inventory in the ordinary course of business and the purchase of capital assets expressly permitted hereunder.
ACQUISITIONS; CREATION OF SUBSIDIARIES. (a) The Borrower shall not, nor shall it cause or permit any of the Guarantors to acquire all or a material portion of the stock, securities or other Property of any nature of any Person in any transaction or in any series of related transactions or enter into any sale and leaseback transaction, provided, however, that the Borrower and the Guarantors may consummate any such transaction (a "Permitted Acquisition") only if: (a) no Default or Event of Default hereunder has occurred and is outstanding or would otherwise be caused by, or would exist after giving effect to, the consummation of such acquisition; (b) the aggregate consideration for all such acquisitions in a given year shall not exceed an amount (the "Acquisition Amount") equal to fifteen (15%) percent, (increasing to twenty (20%) percent commencing in 1998), of the prior year-end Consolidated Net Worth, with a carryover only into the following year, commencing with a carryover from 1997 to 1998, of fifty (50%) percent of the previous year's unused Acquisition Amount, exclusive of any carryover amount from a previous year, (for purposes of calculating the amount to be carried into any other year, the amount of acquisitions in any year shall first be counted against the Acquisition Amount (exclusive of any carryover amount from the previous year)); (c) the aggregate consideration in all acquisitions following the Closing Date until termination of the Revolving Credit shall not exceed forty (40%) percent of the Consolidated Net Worth as of the end of the year immediately preceding the year of determination, (d) the acquiring Person must acquire, in the case of a stock acquisition, at least 80% of the issued and outstanding capital stock of the Person being acquired (provided, however, that if the acquiring Person acquires less than 100% of the issued and outstanding capital stock of the acquired Person, the owners of the unacquired shares must
ACQUISITIONS; CREATION OF SUBSIDIARIES. (1) Make any Acquisition, other than a Permitted Acquisition or (2) create any Subsidiary unless (i) such Subsidiary is a wholly owned Subsidiary of a Credit Party and the shares in the capital of such Subsidiary have been pledged to the Administrative Agent or the Canadian Administrative Agent, as applicable, pursuant to the applicable Security Instruments; and (ii) such Subsidiary shall have executed and delivered a counterpart to the applicable Security Instruments and such other agreements, documents and instruments as the Administrative Agent or the Canadian Administrative Agent may reasonably request, in each case in form and substance satisfactory to the Administrative Agent and the Lenders. Notwithstanding that an acquisition is a Permitted Acquisition, the Borrowers shall not be permitted to include in the US Borrowing Base or the Canadian Borrowing Base any components which would, but for this Section 7.17, be included therein until the conditions set out in the last sentence of the definition of "Permitted Acquisition" has been satisfied.
