Common use of Acquisitions; Subsidiaries Clause in Contracts

Acquisitions; Subsidiaries. The Borrowers will not, and will not cause or permit any Subsidiary to, make or suffer to exist any Acquisition of any Person if any Default or Event of Default then exists hereunder or any of the other Transaction Documents or if any such Default or Event of Default would result from the completion of any such contemplated Acquisition. If at any time after the date hereof any of the Borrowers shall create or acquire any new Subsidiary, Borrowers shall give Agent and the Lenders fifteen (15) Business Days’ prior written notice thereof, and Borrowers shall cause such Subsidiary to execute promptly a Subsidiary Guaranty of Borrowers’ Obligations in favor of the Agent and the Lenders in form and substance satisfactory to Agent and the Required Lenders and shall cause such new Subsidiary promptly to secure said Subsidiary Guaranty with a first priority perfected security interest in and lien on all of the accounts, inventory, equipment, documents, instruments, chattel paper, patents, trademarks and other tangible and intangible personal property of such Subsidiary and the proceeds thereof, all pursuant to a Subsidiary Security Agreement and other documentation (including, without limitation, an amendment to this Agreement if requested by the Agent or any Lender) in form and substance reasonably satisfactory to the Required Lenders. Any Borrower owning stock of any such new Subsidiary shall pledge such stock to Agent for the ratable benefit of the Lenders pursuant to a Pledge Agreement in form and substance acceptable to Agent and the Required Lenders. Borrowers further agree to execute or cause any such Subsidiary to execute such amendments to this Agreement and to the other Transaction Documents or such additional agreements as may be required by Agent and the Lenders to satisfy such obligations.

Acquisitions; Subsidiaries. The Borrowers Borrower will not, and will not cause or permit any Subsidiary to, make or suffer to exist any Acquisition of any Person, except Acceptable Acquisitions; provided that if the target of any such Acceptable Acquisition is a Person organized under the laws of the United States or under the laws of any State or Territory in the United States or (if any Default or Event an asset acquisition) the principal assets of Default then exists hereunder such target business are located within the United States or any of the other Transaction Documents its Territories, then any new Subsidiary created or if any acquired in such Default Acceptable Acquisition shall remain or Event of Default would result from the completion of any such contemplated Acquisitionbe created as a Domestic Subsidiary. If at any time after the date hereof any of the Borrowers Borrower shall create or acquire any new Subsidiary, Borrowers whether in connection with an Acceptable Acquisition or otherwise, Borrower shall give Agent and the Lenders fifteen (15) Business Days’ ' prior written notice thereof, and Borrowers Borrower shall (x) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to execute promptly and deliver to Administrative Agent for the benefit of each of the Lenders a Subsidiary Guaranty of Borrowers’ Obligations in favor all of Borrower's Obligations, (y) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to pledge all of the issued and outstanding stock or other equity interests owned by such Subsidiary in any Domestic Subsidiary and 65% of the issued and outstanding stock or other equity interests owned by such Subsidiary in any Foreign Subsidiary to Administrative Agent and for the benefit of each of the Lenders pursuant to a Subsidiary Pledge Agreement, and deliver to Administrative Agent collateral schedules, stock powers and other pledge documents in form and substance satisfactory to Administrative Agent and the Required Lenders Lenders, and shall cause (z) pledge all, if such new Subsidiary promptly to secure said is a Domestic Subsidiary, or 65%, if such Subsidiary Guaranty with is a first priority perfected security interest in and lien on all Foreign Subsidiary, of the accounts, inventory, equipment, documents, instruments, chattel paper, patents, trademarks issued and outstanding stock or other tangible and intangible personal property equity interests of such Subsidiary and the proceeds thereof, all pursuant to a Subsidiary Security Agreement and other documentation (including, without limitation, an amendment to this Agreement if requested by the Agent or any Lender) in form and substance reasonably satisfactory to the Required Lenders. Any Borrower owning stock of any such new Subsidiary shall pledge such stock to Administrative Agent for the ratable benefit of each of the Lenders pursuant to a Pledge Agreement Agreement, and deliver to Administrative Agent collateral schedules, stock powers and other pledge documents in form and substance acceptable satisfactory to Administrative Agent and the Required Lenders. Borrowers Borrower further agree agrees to execute or cause any such Subsidiary to execute such amendments to this Agreement and to the other Transaction Documents or such additional agreements as may be required by Agent Agents and the Lenders to satisfy such obligations.

Acquisitions; Subsidiaries. The Borrowers Borrower will not, and will not cause or permit any Subsidiary to, make or suffer to exist any Acquisition of any Person if any Default or Event of Default then exists hereunder or any of the other Transaction Documents or if any such Default or Event of Default would result from the completion of any such contemplated AcquisitionPerson, except Acceptable Acquisitions. If at any time after the date hereof any of the Borrowers Borrower shall create or acquire any new Subsidiary, Borrowers whether in connection with an Acceptable Acquisition or otherwise, Borrower shall give Agent and the Lenders fifteen (15) Business Days’ ' prior written notice thereof, and Borrowers Borrower shall (x) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to execute promptly and deliver to Administrative Agent for the benefit of each of the Lenders a Subsidiary Guaranty of Borrowers’ Obligations in favor all of Borrower's Obligations, (y) cause such Subsidiary to pledge all of the issued and outstanding stock owned by such Subsidiary in any Domestic Subsidiary and 65% of the issued and outstanding stock owned by such Subsidiary in any Foreign Subsidiary to Administrative Agent and for the benefit of each of the Lenders pursuant to a Subsidiary Pledge Agreement, and deliver to Administrative Agent collateral schedules, stock powers and other pledge documents in form and substance satisfactory to Administrative Agent and the Required Lenders Lenders, and shall cause (z) pledge all, if such new Subsidiary promptly to secure said is a Domestic Subsidiary, or 65%, if such Subsidiary Guaranty with is a first priority perfected security interest in and lien on all Foreign Subsidiary, of the accounts, inventory, equipment, documents, instruments, chattel paper, patents, trademarks issued and other tangible and intangible personal property outstanding stock of such Subsidiary and the proceeds thereof, all pursuant to a Subsidiary Security Agreement and other documentation (including, without limitation, an amendment to this Agreement if requested by the Agent or any Lender) in form and substance reasonably satisfactory to the Required Lenders. Any Borrower owning stock of any such new Subsidiary shall pledge such stock to Administrative Agent for the ratable benefit of each of the Lenders pursuant to a Pledge Agreement Agreement, and deliver to Administrative Agent collateral schedules, stock powers and other pledge documents in form and substance acceptable satisfactory to Administrative Agent and the Required Lenders. Borrowers Borrower further agree agrees to execute or cause any such Subsidiary to execute such amendments to this Agreement and to the other Transaction Documents or such additional agreements as may be required by Agent Agents and the Lenders to satisfy such obligations.

Acquisitions; Subsidiaries. The Borrowers Borrower will not, and will not cause or permit any Subsidiary to, make or suffer to exist any Acquisition of any Person if any Default or Event of Default then exists hereunder or any of the other Transaction Documents or if any such Default or Event of Default would result from the completion of any such contemplated AcquisitionPerson, except Acceptable Acquisitions. If at any time after the date hereof any of the Borrowers Borrower shall create or acquire any new Subsidiary, Borrowers whether in connection with an Acceptable Acquisition or otherwise, Borrower shall give Agent and the Lenders Lender fifteen (15) Business Days’ ' prior written notice thereof, and Borrowers Borrower shall (w) cause such Subsidiary to execute promptly and deliver to Agent for the benefit of each of the Lenders a Subsidiary Guaranty of Borrowers’ Obligations all of Borrower's Obligations, (x) cause such Subsidiary to grant a security interest pursuant to a Subsidiary Security Agreement in favor all of its assets of a type listed in Schedule 5 hereto, (y) cause such Subsidiary to pledge all of the issued and outstanding stock of any Subsidiary to Agent and for the benefit of each of the Lenders pursuant to a Subsidiary Pledge Agreement, and deliver to Agent collateral schedules, stock powers and other pledge documents in form and substance satisfactory to Agent and the Required Lenders Lenders, and shall cause such new Subsidiary promptly to secure said Subsidiary Guaranty with a first priority perfected security interest in and lien on (z) pledge all of the accounts, inventory, equipment, documents, instruments, chattel paper, patents, trademarks issued and other tangible and intangible personal property outstanding stock of such Subsidiary and the proceeds thereof, all pursuant to a Subsidiary Security Agreement and other documentation (including, without limitation, an amendment to this Agreement if requested by the Agent or any Lender) in form and substance reasonably satisfactory to the Required Lenders. Any Borrower owning stock of any such new Subsidiary shall pledge such stock to Agent for the ratable benefit of each of the Lenders pursuant to a Pledge Agreement Agreement, and deliver to Agent collateral schedules, stock powers and other pledge documents in form and substance acceptable satisfactory to Agent and the Required Lenders. Borrowers Borrower further agree agrees to execute or cause any such Subsidiary to execute such amendments to this Agreement and to the other Transaction Documents or such additional agreements as may be required by Agent and the Lenders to satisfy such obligations.