Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.
Appears in 4 contracts
Samples: Credit Agreement (Tutor Perini Corp), Credit Agreement (Tutor Perini Corp), Credit Agreement (Tutor Perini Corp)
Additional Subsidiaries. Within forty-five Promptly (45and in any event within thirty (30) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiarydays) after the date hereof, formation or the occurrence acquisition of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify of Borrower, Borrower shall cause to be executed and delivered to Agent the Administrative Agent thereof in writing, together with the following: (i) jurisdiction by such new Subsidiary other than a Foreign Subsidiary (as hereinafter defined), a Guaranty pursuant to which such Subsidiary shall guarantee the payment and performance of formationall of the Obligations and pursuant to which Agent, for the benefit of itself and the Lenders, shall be granted a first priority (subject to Permitted Liens) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the Obligations, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Guarantor (as applicable) that is such Subsidiary’s direct parent company, an amendment to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement substantially in the form of the Pledge Agreement delivered on the Closing Date (or otherwise in form and substance reasonably satisfactory to Lender), as applicable, and pursuant to which either (1) all of the capital stock of such new Subsidiary (if such Subsidiary is not a Foreign Subsidiary) or (2) 65% of the capital stock of such new Subsidiary (if such Subsidiary is a Foreign Subsidiary) shall be pledged to Agent, for the benefit of the Lenders, on a first priority and perfected basis to secure the Obligations, and (iviii) number by the Borrower, such other related documents (including closing certificates, legal opinions and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (bdocuments) cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative as Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counselmay reasonably request, all in form, content form and scope substance reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgagesprovided, the filing of UCC financing statementshowever, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to that this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms6.10 shall not operate as a consent to any formation or acquisition of a Subsidiary that is not expressly permitted under this Agreement.
Appears in 4 contracts
Samples: Loan and Security Agreement (Codexis Inc), Loan and Security Agreement (Codexis Inc), Loan and Security Agreement (Codexis Inc)
Additional Subsidiaries. Within forty-five (45) days If any additional Subsidiary of Holdings, Borrower or Soho is formed or acquired after the Restatement Effective Date, within 10 Business Days of the formation or acquisition thereof, as applicable, Borrower shall notify Agent of such formation or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the acquisition and Borrower shall (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Subsidiary Guarantor by executing hereunder and become a party to the Guaranty and Security Agreement and take such other action (including, without limitation, authorizing the filing of such UCC financing statements and delivering certificates in respect of the Stock of such Subsidiary) as shall be necessary to the Administrative create and perfect a first priority Lien (subject only to Permitted Exceptions) in favor of Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and on such other documents as the Administrative Agent shall deem appropriate for such purpose Subsidiary’s Collateral and (ii) upon the written request pledge 100% of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions Stock of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action Agent pursuant to the Guaranty and Security Agreement; provided, however, that, unless the Borrower and Agent otherwise agree, in no event shall (including x) any Excluded Foreign Subsidiary be required to guaranty the recording payment of mortgagesany Obligation, (y) the Credit Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary or (z) a security interest be required to be granted on any property of any Excluded Foreign Subsidiary as security for any Obligation. To the extent a Credit Party creates or acquires a Subsidiary or Stock or Stock Equivalents in a Person whose Stock or Stock Equivalents are also owned in part by a non-Credit Party for purposes of complying with Requirements of Law or otherwise, the filing applicable Credit Parties will cause the Stock and Stock Equivalents of UCC financing statements, such Subsidiary or other Person which are held by such non-Credit Party to be pledged to Agent for the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion benefit of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered Secured Parties pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsDocuments satisfactory to Agent.
Appears in 3 contracts
Samples: Credit Agreement (Zoe's Kitchen, Inc.), Credit Agreement (Zoe's Kitchen, Inc.), Credit Agreement (Zoe's Kitchen, Inc.)
Additional Subsidiaries. Within forty-five If any additional Subsidiary is formed or acquired (45or otherwise becomes a Subsidiary) after the Execution Date, then the Company will, as promptly as practicable and, in any event, within sixty (60) days (or such longer period as the Administrative Agent, acting reasonably (and without any requirement for Lender consent), may agree to in writing (including electronic mail)) after such Subsidiary is formed or acquired, notify the Administrative Agent (i) whether the Company intends to designate such Subsidiary as an Unrestricted Subsidiary, in which case such Subsidiary shall be deemed to be an Unrestricted Subsidiary from the date of its formation or acquisition for purposes of Section 9.7 or formation (ii) if the Subsidiary is a Restricted Subsidiary and such Subsidiary is not otherwise exempt from being a Subsidiary Guarantor pursuant to the definition thereof, that such Subsidiary is a Restricted Subsidiary that is also a Subsidiary Guarantor and, in the case of this clause (ii), the Company shall cause the requirements of this Section 8.10 to be satisfied with respect to such additional Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Wholly Owned Credit Party. The Company will cause the management, business and affairs of each of the Company and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Company and its Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after corporation will be treated as a corporate entity separate and distinct from the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices Company and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.Restricted Subsidiaries;
Appears in 3 contracts
Samples: Credit Agreement (KLX Energy Services Holdings, Inc.), Credit Agreement (KLX Energy Services Holdings, Inc.), Credit Agreement (KLX Energy Services Holdings, Inc.)
Additional Subsidiaries. Within forty-five In furtherance, and not in limitation, of Section 6.10(a), promptly upon (45and in any event within thirty (30) days after the acquisition (or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the such later date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof shall agree to in writingits sole discretion)) the creation or acquisition of any direct or indirect wholly-owned Subsidiary by any Loan Party, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class such new wholly-owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number the Loan Parties will execute and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering deliver to the Administrative Agent a duly executed Guarantor Joinder Agreementin accordance with Section 12.12, pursuant to which (i) such new wholly-owned Subsidiary (unless it is not a Domestic Subsidiary) shall become a Pledgor party hereto as a Guarantor and shall become a party to the Security Agreement as a Grantor (as defined therein), and (ii) the Equity Interests of such new wholly-owned Subsidiary shall be pledged by the applicable Loan Party to the extent provided in the Security Agreement) Collateral Documents. Upon the creation or acquisition of any direct or indirect Subsidiary by executing and delivering any Loan Party that is not a wholly-owned Subsidiary, the Equity Interests of such new Subsidiary shall be pledged by the applicable Loan Party to the Administrative Agent a joinder agreement to extent provided in the Security AgreementCollateral Documents. As promptly as reasonably possible, the Loan Parties and their respective Subsidiaries will deliver all certificates evidencing such Equity Interests, together with undated, executed transfer powers, and such other documents as the Administrative Agent shall deem appropriate for Collateral Documents and such purpose other documents, certificates and opinions (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable including opinions of counsellocal counsel in the jurisdiction of organization of each such new Subsidiary) regarding such new Subsidiary, all in form, content and scope reasonably satisfactory to the Administrative Agent; , as the Administrative Agent may reasonably request in connection therewith and (c) cause will take such Subsidiary other action as the Administrative Agent may reasonably request to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable create in the opinion favor of the Administrative Agent to vest a Prior Security Interest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) validCollateral, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and extent provided in the other Collateral Documents, enforceable against all third parties in accordance with their termsfor the Secured Obligations.
Appears in 3 contracts
Samples: Credit Agreement (Nuvera Communications, Inc.), Credit Agreement (Nuvera Communications, Inc.), Credit Agreement (Nuvera Communications, Inc.)
Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) If any Subsidiary is formed or acquired after the Effective Date the Parent and the Borrower will within 45 days notify the Administrative Agent thereof (or such longer period as the Administrative Agent may reasonably agree to in writing), together and cause the Collateral and Guarantee Requirement to be satisfied with the respect to such Subsidiary (if it is a Designated Subsidiary) and with respect to any Equity Interests in or Indebtedness of such Subsidiary owned by any Loan Party.
(b) The Parent may, at its option, designate a wholly-owned Domestic Subsidiary as a Designated Subsidiary; provided that (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering shall have delivered to the Administrative Agent a Joinder supplement to the Collateral Agreement, become a Pledgor (as defined in the Security Agreementform specified therein, duly executed by such Subsidiary, (ii) by executing the Parent shall have delivered a certificate of a Financial Officer or other executive officer of each of the Parent and delivering the Borrower to the effect that, after giving effect to any such designation and such Subsidiary becoming a Subsidiary Loan Party hereunder, the representations and warranties set forth in this Agreement and the other Loan Documents as to such Subsidiary shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, “Material Adverse Effect” or similar language, in all respects, and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that specifically relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date, and no Default shall have occurred and be continuing, and (iii) such Subsidiary shall have delivered to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent type referred to in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and paragraph (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms4.01.
Appears in 2 contracts
Samples: Credit Agreement (CyrusOne Inc.), Credit Agreement (Cincinnati Bell Inc)
Additional Subsidiaries. Within forty-five (45) days If any additional Subsidiary of the Borrower is formed or acquired after the acquisition or formation of Closing Date, the Borrower will promptly, and in any Wholly Owned Subsidiary that is a Domestic Subsidiary event within twenty (other than an Excluded Subsidiary20) Business Days after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): is formed or acquired, (a) notify to the Administrative extent such Subsidiary is an entity incorporated or organized in the United States and is not an Immaterial Subsidiary, an Excluded Subsidiary or a Restricted Captive Insurance Company Subsidiary, cause such Subsidiary to become a party to the Guarantee contained in Section 9 hereof, each applicable Collateral Document and all other agreements, instruments or documents that create or purport to create and perfect a Lien in favor of the Collateral Agent for the benefit of the Second Priority Secured Parties, by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit H and, subject to preexisting Liens on such Subsidiary’s assets and the terms thereof in writing(to the extent the same are permitted under this Agreement), together with promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Second Priority Obligations to the extent required under the applicable Collateral Documents and (ic) jurisdiction of formation, (ii) number of shares of each class of cause any Equity Interests outstandingor promissory notes evidencing Indebtedness of such Subsidiary that, (iii) number and percentage in each case, are owned by or on behalf of outstanding shares of each class the Borrower or any Guarantor to be pledged to the extent required by the Collateral Documents, provided that, if such Subsidiary is directly owned (directly or indirectly) by the Borrower or any Subsidiary Guarantor and (iv) number and effectis organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia, if exercised, Equity Interests of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering be pledged shall be limited to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request 65% of the Administrative Agent in its sole discretion, deliver to the Administrative Agent outstanding voting Equity Interests of such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsSubsidiary.
Appears in 2 contracts
Samples: Second Lien Term Loan and Guaranty Agreement (Delta Air Lines Inc /De/), Second Lien Term Loan and Guaranty Agreement (Delta Air Lines Inc /De/)
Additional Subsidiaries. (a) Within forty-five sixty (4560) days (or such longer period as may be agreed by the Administrative Agent in its sole discretion) after (x) (i) the acquisition or formation of any Wholly Owned Domestic Subsidiary by the Company (other than an Unrestricted Subsidiary), (ii) the acquisition or formation of any Subsidiary by Lux Intermediate Holdco (other than an Unrestricted Subsidiary) or (iii) the designation of any Person as a Co-Borrower, (y) any Restricted Subsidiary ceases to be an Immaterial Subsidiary or (z) any Restricted Subsidiary that is a Domestic non-Wholly Owned Subsidiary becomes a Wholly Owned Subsidiary:
(other than an Excluded Subsidiaryb) after in the date hereof, or the occurrence case of any such Restricted Subsidiary no longer qualifying as of the Company that is not an “Excluded Immaterial Subsidiary” (including any Electing Guarantor): (a) , notify the Administrative Agent thereof in writing, together with the (iA) jurisdiction of formation, (iiB) number of shares of each class of Equity Interests outstanding, (iiiC) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower Parent or any Restricted Subsidiary and (ivD) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and
(bc) in the case of any Restricted Subsidiary of the Company that is not an Immaterial Subsidiary and is not a Restricted Subsidiary of Lux Intermediate Holdco, (A) if such Subsidiary is a Domestic Subsidiary (other than a Foreign Holdco) that is a Wholly Owned Subsidiary, cause such Subsidiary Person to (i) become a Guarantor of all of the Obligations by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose and purpose, (iiB) if the circumstances in clause (A) apply, upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counselcounsel with respect to such Guarantor, all in form, content and scope reasonably satisfactory to the Administrative Agent and (C) cause such Person to grant Liens in respect of its property and assets in the manner required under Section 7.14; and
(d) in the case of any Restricted Subsidiary of Lux Intermediate Holdco that is not an Immaterial Subsidiary (and subject to the Guaranty and Security Principles), (A) if such Restricted Subsidiary is a Wholly Owned Subsidiary, cause such Person to become a Guarantor of the Foreign Obligations of the Designated Borrowers, (B) if the circumstances in clause (A) apply, upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel with respect to such Guarantor, all in form, content and scope reasonably satisfactory to the Administrative Agent; , and (cC) cause such Subsidiary Person to take whatever action grant Liens in respect of its property and assets in the manner required under Section 7.14.
(including e) Notwithstanding the recording of mortgagesforegoing, the filing requirements of UCC financing statements, this Section 7.12 shall not apply with respect to any Subsidiary the giving assets of notices and the endorsement of notices on title documentswhich constitute “Excluded Property” pursuant to clause (g) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative definition of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms“Excluded Property”.
Appears in 2 contracts
Samples: Credit Agreement (SS&C Technologies Holdings Inc), Credit Agreement (SS&C Technologies Holdings Inc)
Additional Subsidiaries. Within forty-five (45) days If any additional Subsidiary of the Borrower is formed or acquired after the acquisition or formation of Closing Date, the Borrower will promptly, and in any Wholly Owned Subsidiary that is a Domestic Subsidiary event within twenty (other than an Excluded Subsidiary20) Business Days after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): is formed or acquired, (a) notify to the Administrative extent such Subsidiary is an entity incorporated or organized in the United States and is not an Immaterial Subsidiary, an Excluded Subsidiary or a Restricted Captive Insurance Company Subsidiary, cause such Subsidiary to become a party to the Guarantee contained in Section 9 hereof, each applicable Collateral Document and all other agreements, instruments or documents that create or purport to create and perfect a Lien in favor of the Collateral Agent for the benefit of the First Priority Secured Parties, by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit H and, subject to preexisting Liens on such Subsidiary’s assets and the terms thereof in writing(to the extent the same are permitted under this Agreement), together with promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the First Priority Obligations to the extent required under the applicable Collateral Documents and (ic) jurisdiction of formation, (ii) number of shares of each class of cause any Equity Interests outstandingor promissory notes evidencing Indebtedness of such Subsidiary that, (iii) number and percentage in each case, are owned by or on behalf of outstanding shares of each class the Borrower or any Guarantor to be pledged to the extent required by the Collateral Documents, provided that, if such Subsidiary is directly owned (directly or indirectly) by the Borrower or any Subsidiary Guarantor and (iv) number and effectis organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia, if exercised, Equity Interests of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering be pledged shall be limited to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request 65% of the Administrative Agent in its sole discretion, deliver to the Administrative Agent outstanding voting Equity Interests of such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsSubsidiary.
Appears in 2 contracts
Samples: First Lien Revolving Credit and Guaranty Agreement (Delta Air Lines Inc /De/), First Lien Revolving Credit and Guaranty Agreement (Delta Air Lines Inc /De/)
Additional Subsidiaries. Within forty-five (45) days after In the acquisition event that any Credit Party shall form or formation of acquire any Wholly Owned new Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, such Credit Party will cause such new Subsidiary, within ten Business Days after such formation or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the acquisition:
(i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number to execute and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering deliver to the Administrative Agent the following documents: (1) a Joinder counterpart to this Agreement (and thereby to become a party to this Agreement, as a “Guarantor” hereunder) and (2) a counterpart to the Pledge Agreement and a counterpart to the Security Agreement (and thereby to become a Pledgor party to each such agreement);
(as defined in the Security Agreementii) by to take such action (including delivering such shares of stock and executing and delivering such UCC financing statements) as shall be necessary to create and perfect valid and enforceable First Priority Liens on all assets and property of such Subsidiary, subject only to Permitted Liens, consistent with the Administrative Agent provisions of the applicable Collateral Agreements; provided that no Credit Party shall be required to create or perfect any Liens on any Real Property Assets except for a joinder agreement Mortgaged Property in accordance with Section 6.13; and
(iii) to the Security Agreementdeliver such proof of organizational action, incumbency of officers and such other documents as is consistent with those delivered by each Credit Party pursuant to Section 5.1 at the Effective Time or as the Administrative Agent shall deem appropriate for such purpose have reasonably requested. Notwithstanding the provisions of this Section 6.10(a), (i) no Foreign Subsidiary shall be required to execute and deliver a counterpart to this Agreement, the Pledge Agreement or the Security Agreement or any other Collateral Agreement, and (ii) upon no capital stock of a Foreign Subsidiary shall be required to be pledged pursuant to the written request provisions of the Administrative Agent in its sole discretionPledge Agreement, deliver except to the Administrative Agent extent such Organization DocumentsForeign Subsidiary is a disregarded entity for United States Tax purposes, resolutions and favorable opinions of counsel, all provided that nothing in form, content and scope reasonably satisfactory to this paragraph shall limit the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion requirement of the Administrative Agent Credit Parties to vest in the Administrative Agent (or in any representative provide a pledge of 65% of the Administrative Agent designated by it) valid, subsisting voting stock and perfected Liens on 100% of the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsnon-voting stock of any Foreign Subsidiary.
Appears in 2 contracts
Samples: Credit Agreement (Lbi Media Holdings Inc), Credit Agreement (Lbi Media Holdings Inc)
Additional Subsidiaries. Within In furtherance, and not in limitation, of Section 6.10(a), but subject to the limitations of such Section, promptly upon (and in any event (x), for any such creation or acquisition constituting an Investment in excess of the Threshold Amount, within fifteen (15) days after (or such later date as the Administrative Agent shall agree to in its sole discretion) and (y), for any such creation or acquisition constituting an Investment not in excess of the Threshold Amount, within forty-five (45) days after (or such later date as the Administrative Agent shall agree to in its sole discretion)):
(i) the creation or acquisition or formation of any Wholly Owned direct or indirect Subsidiary that is a Domestic Subsidiary by any Loan Party (other than an Excluded Subsidiary) after the date hereof), or the occurrence of any each such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any new Subsidiary and (iv) number the Loan Parties will execute and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering deliver to the Administrative Agent a duly executed Guarantor Joinder Agreementin accordance with Section 12.12, pursuant to which (A) such new Subsidiary shall become a Pledgor party hereto as a Guarantor and shall become a party to the Security Agreement as a Grantor (as defined therein), and (B) the Equity Interests (as defined in the Security Agreement) of such new Subsidiary shall be pledged by executing the applicable Loan Party to the extent provided in the Collateral Documents; and
(ii) the creation or acquisition of any direct or indirect Subsidiary by any Loan Party that is an Excluded Subsidiary, (A) each such new Excluded Subsidiary will execute and delivering deliver to the Administrative Agent a joinder agreement to duly executed Negative Pledge Agreement and (B) the Equity Interests (as defined in the Security Agreement) of such new Subsidiary shall be pledged by the applicable Loan Party to the extent provided in the Collateral Documents. Concurrently with the delivery of the forgoing, the Loan Parties will deliver, or cause to be delivered, all certificates evidencing such Equity Interests (as defined in the Security Agreement), together with undated, executed transfer powers, and such other documents as the Administrative Agent shall deem appropriate for Collateral Documents and such purpose other documents, certificates and opinions (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable including opinions of counsellocal counsel in the jurisdiction of organization of each such new Subsidiary) regarding such new Subsidiary, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause , as the Administrative Agent may reasonably request in connection therewith and, if applicable, will take such Subsidiary other action as the Administrative Agent may reasonably request to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable create in the opinion favor of the Administrative Agent to vest a Prior Security Interest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) validCollateral, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and extent provided in the other Collateral Documents, enforceable against all third parties in accordance for the Secured Obligations. If any Loan Party delivers a Mortgage with their termsrespect to any real property, it will also deliver any Real Estate Deliverables required by applicable Law.
Appears in 2 contracts
Samples: Credit Agreement (Shenandoah Telecommunications Co/Va/), Credit Agreement (Shenandoah Telecommunications Co/Va/)
Additional Subsidiaries. Within forty-five (45) days after At the acquisition time of or prior to the formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after of Borrower, Borrower shall cause to be executed and delivered to Agent the date hereoffollowing, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof each case in writing, together with the form and substance satisfactory to Agent: (i) jurisdiction a guaranty agreement pursuant to which such Subsidiary shall guarantee the payment and performance of formation, all of the Obligations (and which guaranty agreement shall be a “Debt Document” for the purposes of this Agreement); (ii) number a joinder to this Agreement pursuant to which such Subsidiary shall grant to Agent, for the benefit of shares itself and Lenders, a first priority (subject to Permitted Liens that would be prior to the security interest granted hereunder as a matter of each class law, but not solely as a result of Equity Interests outstandinga prior UCC financing statement filing) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the Obligations, (iii) number an amendment to the Pledge Agreement delivered on the Closing Date and percentage pursuant to which all of outstanding shares the capital stock of each class owned (directly or indirectly) by such new Subsidiary shall be pledged to Agent, for the Borrower or any Subsidiary benefit of the Lenders, on a first priority and perfected basis to secure the Obligations, and (iv) number such other related documents (including lien searches, certified corporate documents, good standing certificates, closing certificates, legal opinions and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as Agent may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties request. No Subsidiary formed in accordance with their termsthis Section 6.11 may (x) be a Foreign Subsidiary or (y) have any assets or liabilities prior to the delivery of the documents required in immediately preceding sentence. This Section 6.11 shall not operate as a consent to any formation of a Subsidiary that is not expressly permitted under this Agreement.
Appears in 1 contract
Additional Subsidiaries. Within forty-five In furtherance, and not in limitation, of Section 6.9(a), promptly upon (45and in any event within fifteen (15) days Business Days after the acquisition (or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the such later date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof shall agree to in writingits sole discretion)) the creation or acquisition of any direct or indirect Subsidiary by any Loan Party, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any such new Subsidiary and (iv) number the Loan Parties will execute and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering deliver to the Administrative Agent a duly executed Guarantor Joinder Agreementin accordance with Section 12.12, pursuant to which (i) such new Subsidiary shall become a Pledgor (party hereto as defined in the Security Agreement) by executing a Guarantor and delivering to the Administrative Agent shall become a joinder agreement party to the Security Agreement, and such other documents after its execution, as the Administrative Agent shall deem appropriate for such purpose a Grantor (as defined therein), and (ii) upon the written request Equity Interests of such new Subsidiary shall be pledged by the Administrative Agent in its sole discretion, deliver applicable Loan Party to the Administrative Agent extent provided in the Collateral Documents. As promptly as reasonably possible, but not before the Funding Date, the Loan Parties and their respective Subsidiaries will deliver all certificates evidencing such Organization DocumentsEquity Interests, resolutions together with undated, executed transfer powers, and favorable such other Collateral Documents and such other documents, certificates and opinions (including opinions of counsellocal counsel in the jurisdiction of organization of each such new Subsidiary) regarding such new Subsidiary, all in form, content and scope reasonably satisfactory to the Administrative Agent; , as the Administrative Agent may reasonably request in connection therewith and (c) cause will take such Subsidiary other action as the Administrative Agent may reasonably request to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable create in the opinion favor of the Administrative Agent to vest from and after the Funding Date a Prior Security Interest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) validCollateral, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and extent provided in the other Collateral Documents, enforceable against all third parties in accordance with their termsfor the Secured Obligations.
Appears in 1 contract
Samples: Credit Agreement (Alaska Communications Systems Group Inc)
Additional Subsidiaries. (a) Within forty-five thirty (4530) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary Subsidiary:
(other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (ai) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests Capital Stock outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and
(bii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary Person to (iA) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents document as the Administrative Agent shall deem appropriate for such purpose purpose, and (iiB) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions documents of the types referred to in Sections 5.01(e) and 5.01(g) and favorable opinions of counselcounsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, however, in the case of any Domestic Subsidiary that is not a Wholly Owned Subsidiary, such Subsidiary shall not have to become a Guarantor if the consent of the minority interest is required and, after reasonable efforts, the Borrower has not obtained such consent.
(b) Within sixty (60) days after (i) the acquisition or formation of any First-Tier Foreign Subsidiary (other than an Immaterial Foreign Subsidiary) or (ii) delivery of any quarterly or annual financial statements pursuant to Section 7.01 demonstrating that any First-Tier Foreign Subsidiary no longer qualifies as an Immaterial Foreign Subsidiary, in each case, pledge to the Administrative Agent 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent and (cB) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section
1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of such First-Tier Foreign Subsidiary, together with undated stock powers executed in blank (unless the pledge of any such Capital Stock is not perfected by deliveries under the law of the jurisdiction of formation of such Person or is prohibited by law) to secure the Obligations. In the event that foreign laws affecting the pledge of the Capital Stock of any such First-Tier Foreign Subsidiary prohibit the delivery of stock certificates or powers for such First-Tier Foreign Subsidiary, or if a pledge of such Capital Stock is not perfected under applicable law by such deliveries, then applicable Loan Party shall take such other action as is reasonably necessary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of cause the Administrative Agent to vest have a perfected, first priority security interest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termssuch Capital Stock.
Appears in 1 contract
Samples: Credit Agreement (Serologicals Corp)
Additional Subsidiaries. Within forty-five (45) days If, at any time, either the Borrower or any of its respective Subsidiaries shall form any new Subsidiary after the acquisition date of this Agreement (this subsection not constituting authority to form a new Subsidiary), the Borrower or formation of any Wholly Owned Subsidiary that is a Domestic such Subsidiary, as the case may be, shall (i) cause such new Subsidiary (other than an Excluded a Foreign Subsidiary) after the date hereof, or the occurrence to execute and deliver a Domestic Subsidiaries' Guarantee in favor of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof substantially in writing, together with the (i) jurisdiction form of formationExhibit B-1, (ii) number cause such new Subsidiary (other than a Foreign Subsidiary) to execute and deliver a Domestic Subsidiary Security Agreement in favor of shares the Administrative Agent substantially in the form of each class of Equity Interests outstandingExhibit B-8, and (iii) number and percentage cause each holder of outstanding shares any Capital Stock of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering pledge 100% of such Capital Stock to the Administrative Agent pursuant to a Joinder AgreementPledge Agreement substantially in the form of Exhibit B-4, become provided that if the grant of such a Pledgor pledge would be reasonably likely to result in the Borrower incurring income tax liability (as defined in determined by the Security Agreement) Borrower and agreed to by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary pursuant to take whatever action (including Subpart F of the recording of mortgagesCode, the filing property pledged pursuant hereto will be that property which can be pledged without incurring such liability, and provided, further each of UCC financing statementssuch Subsidiaries' Guarantee, the giving of notices Domestic Subsidiary Security Agreements and the endorsement of notices on title documents) may Pledge Agreement shall be necessary or advisable in the opinion of accompanied by such resolutions, incumbency certificates and legal opinions as are reasonably requested by the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsAgent.
Appears in 1 contract
Additional Subsidiaries. Within forty-five (45) On and after the Closing Date, within thirty days after the date of the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after or the date hereof, or the occurrence of any such Subsidiary no longer qualifying as ceases to be an “Excluded Inactive Subsidiary” (including any Electing Guarantor): :
(a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and
(b) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope customary for transactions similar to this transaction and otherwise consistent with the deliveries made on the Closing Date, and reasonably satisfactory to the Administrative Agent; and (c) cause such provided, that the foregoing requirements shall not apply to any Subsidiary which is prohibited or restricted from guaranteeing the Obligations pursuant to take whatever action (including the recording provisions of mortgagesany material Contractual Obligation to which the Borrower or its Subsidiaries is party or subject existing as of the date of this Agreement, entered into after the filing date of UCC financing statementsthis Agreement as permitted by Section 8.03 hereof or assumed after the date hereof, or pursuant to any other Contractual Obligation so long as the giving restriction or prohibition is a customary provision in leases, subleases, licenses, contracts for management or development of notices and the endorsement of notices on title documents) may be necessary property or advisable any other contract entered into in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated ordinary course by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termssuch Subsidiary.
Appears in 1 contract
Additional Subsidiaries. Within forty-five (45) days after Give the acquisition Administrative Agent prompt written notice of the creation, establishment or formation acquisition, in any manner, of any Wholly Owned Subsidiary of the Company not existing on the Closing Date or of the fact that a Subsidiary has ceased to be an Excluded Subsidiary. Subject to the last sentence of this Section 6.12, the Company or a Domestic Subsidiary, as appropriate, (a) shall execute a Pledge Agreement, in the form of Exhibit H-1 or H-2 hereto (or such other agreement as shall be required by the Administrative Agent), as applicable, with respect to not more than 65% of each class of the capital stock or other equity interest of each First-Tier Subsidiary of such Person which is or becomes a Non-Domestic Subsidiary and which is not an Excluded Subsidiary, and (b) shall cause each Subsidiary of such Person which is a Domestic Subsidiary (other than and which is not an Excluded Subsidiary) after Subsidiary to execute a Guaranty, in the date hereofform of Exhibit C hereto, or in the occurrence case of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): both (a) notify and (b), within fifteen (15) Business Days after the Administrative Agent thereof in writingcreation, together with establishment or acquisition of such Subsidiary or of the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any date such Subsidiary ceases to be an Excluded Subsidiary and (iv) number in connection therewith shall deliver or cause to be delivered such proof of corporate action, incumbency of officers, opinions of counsel and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as are consistent with those delivered as to each Subsidiary pursuant to Section 5.01 hereof on the Closing Date, or as the Administrative Agent shall deem appropriate for such purpose may request, each in form and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably substance satisfactory to the Administrative Agent; and (c) cause such Subsidiary . In no event shall the Company be required to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion pledge any of the Administrative Agent to vest in the Administrative Agent (or in any representative assets of a Subsidiary of the Administrative Agent designated by itCompany that is a controlled foreign corporation, as defined in Section 957(a) validof the Code, subsisting and perfected Liens on the properties purported to be subject including, but not limited to the agreements delivered pursuant to this Section 6.12 and stock of any Subsidiary of the other Collateral Documents, enforceable against all third parties in accordance with their termsCompany held directly or indirectly by any such Subsidiary.
Appears in 1 contract
Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of Cause each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly newly-created or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such newly-acquired Subsidiary to (i) become a Guarantor hereunder and a party to the Collateral Documents by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent counterpart of a joinder agreement to the Security Agreement, and providing such other documents documentation as the Administrative Agent shall deem appropriate for such purpose including, without limitation, amendments to the Securities Pledge Agreement or new pledge agreements in substantially the same form, mortgages or deeds of trust required by Section 6.15 below, Uniform Commercial Code searches and (ii) upon the written request filings, a pledge of 100% of the Administrative Agent in its sole discretion, deliver Equity Interests and assets of each such new Subsidiary to the Administrative Agent such Organization DocumentsAgent, resolutions for the benefit of the Secured Parties, documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a), and favorable opinions of counselcounsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of, inter alia, the joinder agreement, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause . In such Subsidiary to take whatever action (including the recording of mortgagesevent, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent is hereby authorized by the parties hereto to vest amend Schedule 5.13 hereto to include each such new Subsidiary.
(b) Except as set forth in Schedule 6.14, cause each of the Loan Parties (other than Holdings and the Borrower) to be a direct or indirect wholly-owned Subsidiary of the Borrower, and cause 100% of the Equity Interests of the Borrower in each direct and indirect Subsidiary of the Borrower to be pledged to the Administrative Agent (or in any representative Agent, for the benefit of the Administrative Agent designated by it) validSecured Parties, subsisting and perfected Liens on the properties purported to be subject pursuant to the agreements delivered Securities Pledge Agreement or pursuant to this Section 6.12 a pledge agreement in form and substance satisfactory to the other Collateral Documents, enforceable against all third parties in accordance with their termsAdministrative Agent.
Appears in 1 contract
Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) If any Subsidiary is formed or acquired after the Effective Date, the Company will, as promptly as practicable, and in any event within 30 days (or such longer period as the Administrative Agent may agree to in writing), notify the Administrative Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Designated Subsidiary) and with respect to any Equity Interests in writing, together or Indebtedness of such Subsidiary owned by any Domestic Loan Party or any Equity Interests in such Subsidiary owned by any Foreign Subsidiary Loan Party.
(b) Not later than the date of delivery of financial statements pursuant to Section 5.01(a) or (b) on the basis of which one or more Subsidiaries are deemed to be new Material Subsidiaries in accordance with the definition of the term “Material Subsidiary”, (i) jurisdiction of formationthe Company shall have caused the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, (ii) number if such Subsidiary shall have been required to become a Loan Party hereunder, the Company shall have delivered a certificate of shares a Financial Officer or other executive officer of each class of Equity Interests outstandingthe Company to the effect that, after giving effect to any such designation and such Subsidiary becoming a Loan Party hereunder, the representations and warranties set forth in this Agreement and the other Loan Documents as to such Subsidiary are true and correct in all material respects, and (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary shall have been required to (i) become a Guarantor by executing and delivering Loan Party hereunder, such Subsidiary shall have delivered to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing documents and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request opinions of the Administrative Agent type referred to in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; paragraphs (b) and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms4.01.
Appears in 1 contract
Additional Subsidiaries. Within forty-five (45) days If any additional Subsidiary is formed or acquired after the acquisition Effective Date or formation of if Borrower elects at any Wholly Owned time to cause a Foreign Subsidiary that to become a Subsidiary Loan Party, Holdings will notify the Administrative Agent and the Lenders thereof and (a) if such Subsidiary is (x) a Domestic Subsidiary (other than which is not an Excluded Foreign Subsidiary) after the date hereof, or the occurrence of any such (y) a Foreign Subsidiary no longer qualifying that Borrower elects not to be categorized as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writingForeign Subsidiary or that was a Target of an acquisition permitted by Section 6.04(k), together with the Holdings will: (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering party to the Security Documents promptly after such Subsidiary is formed or acquired; (ii) deliver all documentation as the Administrative Agent a Joinder Agreementmay require to evidence the authority of such Subsidiary to execute, become a Pledgor deliver and perform the Loan Documents and to evidence the existence and good standing of such Subsidiary; and (as defined in iii) cause such Subsidiary to promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents Obligations as the Administrative Agent shall deem appropriate for such purpose reasonably request and (iib) upon the written request of the Administrative Agent if any Equity Interest in its sole discretionsuch Subsidiary are owned by any Loan Party, deliver Holdings will cause such Equity Interests to be pledged pursuant to the Administrative Agent Security Documents promptly after such Organization DocumentsSubsidiary is formed or acquired (except that, resolutions and favorable opinions of counselif such Subsidiary is an Excluded Foreign Subsidiary, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause Equity Interests issued by such Subsidiary to take whatever action (including be pledged pursuant to the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may Security Documents shall be necessary or advisable in the opinion limited to 65% of the Administrative Agent to vest in the Administrative Agent (or in any representative outstanding voting Equity Interests of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termssuch Subsidiary).
Appears in 1 contract
Samples: Credit Agreement (Safety-Kleen, Inc)
Additional Subsidiaries. Within forty-five (45) days after At the time of or prior to the formation or acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after of Borrower, Borrower shall cause to be executed and delivered to Agent the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the following: (i) jurisdiction by such new Subsidiary other than a Foreign Subsidiary, a Guaranty pursuant to which such Subsidiary shall guarantee the payment and performance of formationall of the Obligations and pursuant to which Agent, for the benefit of itself and the Lenders, shall be granted a first priority (subject to Permitted Liens) and perfected security interest in all assets of such Subsidiary of the same types constituting “Collateral” under Section 3.1 hereof to secure the Obligations, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Guarantor (as applicable) that is such Subsidiary’s direct parent company, an amendment to the Pledge Agreement delivered on the Closing Date or a new Pledge Agreement, governed by the laws of the State of New York, substantially in the form of the Pledge Agreement delivered on the Closing Date (or otherwise in form and substance reasonably satisfactory to Lender), as applicable, and pursuant to which either (1) 100% of the shares of the outstanding capital stock, of any class, of each U.S. Subsidiary or (2) 66% of the shares of the outstanding voting capital stock and 100% of the shares of the outstanding non-voting capital stock of each Foreign Subsidiary shall be pledged to Agent pursuant to such Pledge Agreement, for the benefit of the Lenders, on a first priority and perfected basis under the UCC to secure the Obligations, and (iviii) number by the Borrower, such other related documents (including closing certificates, legal opinions and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (bdocuments) cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative as Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counselmay reasonably request, all in form, content form and scope substance reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgagesprovided, the filing of UCC financing statementshowever, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to that this Section 6.12 shall not operate as a consent to any formation or acquisition of a Subsidiary that is not expressly permitted pursuant to the terms and the other Collateral Documents, enforceable against all third parties in accordance with their termsconditions of this Agreement.
Appears in 1 contract
Additional Subsidiaries. Within forty-five (45) days With respect to any Subsidiary of the Parent or any other Credit Party created or acquired after the acquisition or formation of any Wholly Owned Subsidiary that is Closing Date which would be considered a Domestic Subsidiary (other than an Excluded Significant Subsidiary) after the date hereof, or any existing Subsidiary of the occurrence of Parent or any such other Credit Party which becomes a Significant Subsidiary no longer qualifying as an “Excluded Subsidiary” subsequent to the Closing Date, (including any Electing Guarantor): (ai) notify with respect to a Subsidiary which is to be acquired or created, give the Administrative Agent thereof in writing, together with the (i) jurisdiction not less than 30 days prior written notice of formationsuch creation or acquisition, (ii) number of shares of each class of Equity Interests outstandingpromptly execute and deliver, (iii) number or cause to be executed and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effectdelivered, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder pledge agreement or supplement to a Stock Pledge Agreement, become a Pledgor (as defined in the Security Agreement) by executing form, scope and delivering substance satisfactory to the Administrative Agent a joinder agreement Agent, granting to the Security AgreementAdministrative Agent, and such other documents as for the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request benefit of the Administrative Agent Lenders, a perfected first priority security interest in its sole discretionthe Capital Stock of such Subsidiary owned by the Parent or other Credit Party (or 65% of such Capital Stock if it is a Foreign Subsidiary), (iii) promptly deliver to the Administrative Agent the certificates representing such Organization DocumentsCapital Stock, resolutions together with undated stock powers, executed in blank, (ii) promptly cause such Subsidiary to execute and favorable opinions deliver a guarantee or a supplement to the Subsidiaries Guarantee (which guarantee shall be senior to all other Indebtedness of counselsuch guarantor), all in form, content form and scope reasonably substance satisfactory to the Administrative Agent; , in respect to all obligations of the Borrowers hereunder and under the other Loan Documents, (cv) promptly cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documentsbut only if such Subsidiary is a Domestic Subsidiary) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.to
Appears in 1 contract
Additional Subsidiaries. Within forty-five (45i) days after If Borrower proposes to incorporate, create or acquire any additional Subsidiary, Borrower shall provide Agent with prior notice thereof. After the incorporation, creation or acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” , within five Banking Days following receipt by Borrower from Agent of a security agreement, a stock pledge agreement and a guaranty of the Obligations each in form and substance satisfactory to Agent, Borrower shall (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (bA) cause such Subsidiary to execute and deliver such guaranty and security agreement to Agent and (iB) become pledge (or cause to be pledged) the capital stock or ownership interest of such Subsidiary to Agent and Lenders pursuant to such stock pledge agreement. Majority Lenders may elect in their sole discretion to waive any such requirement for any Subsidiary that will remain a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined dormant or shell Subsidiary or in the Security Agreement) by executing and delivering case of any non-U.S. Subsidiary (or in the case of a stock pledge, to require the Administrative Agent a joinder agreement to pledge of not more than 65% of the Security Agreement, and capital stock of any such other documents as the Administrative Agent shall deem appropriate for such purpose and Subsidiary).
(ii) upon the written Within five Banking Days after receipt from Agent of any request of the Administrative to do so, Borrower shall, or shall cause such Subsidiary to, have executed and filed any UCC-1 financing statements furnished by Agent in its sole discretioneach jurisdiction in which such filing is necessary to perfect the security interest of Agent in the Collateral of such Subsidiary and in which Agent requests that such filing be made.
(iii) Additionally, Borrower and such Subsidiary shall execute and deliver to the Administrative Agent such Organization Documentsother items as reasonably may be requested by Agent in connection with the foregoing, resolutions including resolutions, incumbency and favorable officers’ certificates, opinions of counsel, all in form, content search reports and scope reasonably satisfactory to the Administrative Agent; other certificates and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.
Appears in 1 contract
Additional Subsidiaries. Within forty-five Each Credit Party will, and will cause each of its Subsidiaries to, within thirty (4530) days after the creation or acquisition or formation of any Wholly Owned Subsidiary that is of a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereofCredit Party, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number cause to be executed and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering delivered to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined a) duly executed joinder agreements in the Security Agreement) by executing form and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope substance reasonably satisfactory to the Administrative AgentAgent joining such Subsidiary to the Security Agreement or the Canadian Security Agreement, as applicable, and any other applicable Security Documents; provided that (i) no Foreign Subsidiary (other than Canada) and (ii) no Subsidiary that is not a Material Operating Subsidiary shall be required to execute any such joinder agreements, (b) updated Schedules 8.1(a), 8.1(b) and 8.1(y) reflecting the creation or acquisition of such Subsidiary, (c) cause a duly executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent joining such Subsidiary to take whatever action this Agreement as a Borrower or a Guarantor, as applicable (including subject to the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable same exceptions described in the opinion of proviso to clause (a) above), (d) a duly executed pledge agreement in form and substance reasonably satisfactory to the Administrative Agent pledging all direct or beneficial Equity Interests in such new Subsidiary (regardless of whether owned by a Credit Party or a Subsidiary of a Credit Party or a minority shareholder); provided that no Equity Interests of (i) any Subsidiary which is organized outside of the United States (other than Canada) or (ii) any Subsidiary which is not a Material Operating Subsidiary shall be required to vest in be pledged, (e) favorable legal opinions addressed to the Administrative Agent and Lenders in form and substance reasonably satisfactory thereto with respect to any such joinder agreements and pledge agreement, (f) original stock or other certificates and stock or other transfer powers evidencing the Equity Interests of such Credit Party in such Subsidiary pledged pursuant to such pledge agreement, (g) all documents required by Section 10.11, and (h) any representative of other documents and certificates as may be requested by the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsAgent.
Appears in 1 contract
Samples: Credit Agreement (La-Z-Boy Inc)
Additional Subsidiaries. Within forty-five Subject to Section 7.12(c) below, within thirty (4530) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded event described in Section 7.12(b)(ii)(A) or (B) below with respect to any Material Subsidiary” (including any Electing Guarantor): , the Borrower and the other Credit Parties shall: (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect theretoRESERVED; (b) cause such Subsidiary Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose purpose, and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documentsdocuments of the types referred to in Section 5.1(b), resolutions and favorable opinions of counselcounsel to such joining Guarantor (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in the immediately foregoing clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and provided that the foregoing requirements of this clause (cb) cause shall apply only if: (i) RESERVED; or (ii) (A) Such Material Subsidiary which is an Unencumbered Property Owner, or any other Subsidiary that directly or indirectly own an Equity Interest in such Subsidiary to take whatever action (including the recording Material Subsidiary, becomes obligated in respect of, any Indebtedness of mortgagesParent, the filing Borrower or any Subsidiary of UCC financing statementsthe Parent or Borrower; or (B) As to any other Material Subsidiary; such Material Subsidiary (or any other Subsidiary that directly or indirectly own an Equity Interest in such Material Subsidiary) Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of Parent, the giving of notices and the endorsement of notices on title documents) may be necessary Borrower or advisable in the opinion any Subsidiary of the Administrative Agent to vest in Parent or Borrower, unless the Administrative Agent (or in any representative terms of such Indebtedness prohibit the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsexecution of such guaranty.
Appears in 1 contract
Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) If any Subsidiary is formed or acquired after the Effective Date, Holdings and the Borrower will, as promptly as practicable, and in any event within 30 days (or such longer period as the Administrative Agent may agree to in writing), notify the Administrative Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Designated Subsidiary) and with respect to any Equity Interests in writing, together with or Indebtedness of such Subsidiary owned by any Loan Party.
(b) Holdings may designate a Domestic Subsidiary meeting the criteria set forth in clause (b)(ii) of the definition of the term “Designated Subsidiary” as a Designated Subsidiary; provided that (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering shall have delivered to the Administrative Agent a Joinder supplement to the Collateral Agreement, become a Pledgor (as defined in the Security Agreementform specified therein, duly executed by such Subsidiary, (ii) by executing Holdings shall have delivered a certificate of a Financial Officer or other executive officer of each of Holdings and delivering the Borrower to the effect that, after giving effect to any such designation and such Subsidiary becoming a Subsidiary Loan Party hereunder, the representations and warranties set forth in this Agreement and the other Loan Documents as to such Subsidiary shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that specifically relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date, and no Default shall have occurred and be continuing, and (iii) such Subsidiary shall have delivered to the Administrative Agent a joinder agreement to the Security Agreement, documents and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request opinions of the Administrative Agent type referred to in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions Sections 4.01(b) and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms4.01(c).
Appears in 1 contract
Additional Subsidiaries. Within forty-five (45) days after Prior to or upon the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): : (a) notify the Administrative Agent Purchasers thereof in writing, together with the (i) jurisdiction of formationorganization, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower Parent or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to )
(i) if such Subsidiary (other than a Foreign Subsidiary Holding Company or an Immaterial Subsidiary) is a Domestic Subsidiary that is not an Excluded Subsidiary, cause such Person to become a Norwegian Notes Guarantor and a US Notes Guarantor by executing and delivering to the Administrative Agent Purchasers a Joinder AgreementAgreement or such other documents as the Required Purchasers shall reasonably request for such purpose, and (ii) if such Subsidiary (other than an Immaterial Subsidiary) is a Foreign Subsidiary or is a Foreign Subsidiary Holding Company, in each case, that is not an Excluded Subsidiary, cause such Person to become a Pledgor (as defined in the Security Agreement) Norwegian Notes Guarantor by executing and delivering to the Administrative Agent Purchasers a joinder agreement to the Security Agreement, and Joinder Agreement or such other documents as the Administrative Agent Required Purchasers shall deem appropriate reasonably request for such purpose purpose, and in each case (i) and (ii) upon the written request of the Administrative Agent in its sole discretion), deliver to the Administrative Collateral Agent such Organization Documentsdocuments of the types referred to in Sections 5.01(f) and (g) and if requested by the Required Purchasers, resolutions and favorable opinions of counselcounsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) or (ii), as applicable), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.Required Purchasers. 72 \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 7.13
Appears in 1 contract
Samples: Note Purchase Agreement
Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of The Loan Parties shall not create any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded SubsidiarySubsidiaries existing on the Effective Date and disclosed in §8.19 hereto) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): unless (a) one hundred percent (100%) of the Capital Stock of such Subsidiary is owned by a Loan Party, (b) prior to the formation of such Subsidiary, the Borrowers shall notify the Administrative Agent thereof in writingand the Lenders thereof, together and (c) contemporaneously with the formation of such Subsidiary, the Borrowers shall (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor hereunder by executing and delivering to the Administrative Agent way of execution of a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) all steps as may be necessary or advisable in the opinion of the Administrative Agent to vest grant to the Administrative Agent, for the benefit of the Secured Parties, a first priority (subject only to Permitted Liens), perfected security interest in its assets which would be deemed Collateral pursuant to the Security Documents as collateral security for such guaranty, pursuant to security documents, mortgages, pledges and other documents in form and substance satisfactory to the Administrative Agent, each of which documents shall be Security Documents hereunder, (iii) deliver to the Administrative Agent and the Lenders appropriate corporate (or other applicable entity) backup documentation and one or more legal opinions, in any representative each case, in form and substance satisfactory to the Administrative Agent, as to each such guaranty and grant of security interest, where applicable, and (iv) provide the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsan updated Schedule 8.19 hereto.
Appears in 1 contract
Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) If any Subsidiary is formed or acquired after the Second Restatement Effective Date, the Company will, as promptly as practicable, and in any event within 30 days (or such longer period as the Administrative Agent may agree to in writing), notify the Administrative Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Designated Subsidiary) and with respect to any Equity Interests in writing, together or Indebtedness of such Subsidiary owned by any Domestic Loan Party or any Equity Interests in such Subsidiary owned by any Foreign Subsidiary Loan Party.
(b) Not later than the date of delivery of financial statements pursuant to Section 5.01(a) or (b) on the basis of which one or more Subsidiaries are deemed to be new Material Subsidiaries in accordance with the definition of the term "Material Subsidiary", (i) jurisdiction of formationthe Company shall have caused the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, (ii) number if such Subsidiary shall have been required to become a Loan Party hereunder, the Company shall have delivered a certificate of shares a Financial Officer or other executive officer of each class of Equity Interests outstandingthe Company to the effect that, after giving effect to any such designation and such Subsidiary becoming a Loan Party hereunder, the representations and warranties set forth in this Agreement and the other Loan Documents as to such Subsidiary are true and correct in all material respects, and (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary shall have been required to (i) become a Guarantor by executing and delivering Loan Party hereunder, such Subsidiary shall have delivered to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing documents and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request opinions of the Administrative Agent type referred to in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; paragraphs (b) and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms4.01.
Appears in 1 contract
Additional Subsidiaries. Within forty-five (45) days If any additional Subsidiary of the Borrower or the Parent is formed or acquired after the acquisition or formation of Closing Date, the Borrower will promptly, and in any Wholly Owned Subsidiary that is a Domestic Subsidiary event within twenty (other than an Excluded Subsidiary20) Business Days after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): is formed or acquired, (a) notify the Administrative Agent thereof in writingAgents thereof, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) to the extent such Subsidiary is an entity incorporated or organized in the United States and is not an Immaterial Subsidiary, cause such Subsidiary to (i) become a Guarantor party to the Guarantee contained in Section 9 hereof, each applicable Collateral Document and all other agreements, instruments or documents that create or purport to create and perfect a Lien in favor of the Collateral Agents for the benefit of the Secured Parties, by executing an Instrument of Assumption and delivering Joinder substantially in the form attached hereto as Exhibit H and, subject to preexisting Liens on such Subsidiary’s assets and the terms thereof (to the Administrative Agent a Joinder extent the same are permitted under this Agreement), become a Pledgor (as defined in promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents Obligations as the Administrative Agent Agents shall deem appropriate for such purpose and (ii) upon the written reasonably request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause any shares of Equity Interests or promissory notes evidencing Indebtedness of such Subsidiary that are owned by or on behalf of the Borrower or any Guarantor to be pledged to the extent required by the Collateral Documents, provided that, if such Subsidiary is directly owned by the Parent, the Borrower or any Guarantor (other than the Parent) and is organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia, shares of common stock of such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion pledged shall be limited to 65% of the Administrative Agent to vest in the Administrative Agent (or in any representative outstanding shares of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsvoting common stock of such Subsidiary.
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Guaranty Agreement (Ual Corp /De/)
Additional Subsidiaries. Within forty-five (45) days after Prior to or upon the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): :
(a) notify the Administrative Agent Purchasers thereof in writing, together with the (i) jurisdiction of formationorganization, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower Parent or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; ;
(b) cause such Subsidiary to (i) if such Subsidiary (other than a Foreign Subsidiary Holding Company or an Immaterial Subsidiary) is a Domestic Subsidiary that is not an Excluded Subsidiary, cause such Person to become a Norwegian Notes Guarantor and a US Notes Guarantor by executing and delivering to the Administrative Agent Purchasers a Joinder AgreementAgreement or such other documents as the Required Purchasers shall reasonably request for such purpose, and (ii) if such Subsidiary (other than an Immaterial Subsidiary) is a Foreign Subsidiary or is a Foreign Subsidiary Holding Company, in each case, that is not an Excluded Subsidiary, cause such Person to become a Pledgor (as defined in the Security Agreement) Norwegian Notes Guarantor by executing and delivering to the Administrative Agent Purchasers a joinder agreement to the Security Agreement, and Joinder Agreement or such other documents as the Administrative Agent Required Purchasers shall deem appropriate reasonably request for such purpose purpose, and in each case (i) and (ii) upon the written request of the Administrative Agent in its sole discretion), deliver to the Administrative Collateral Agent such Organization Documentsdocuments of the types referred to in Sections 5.01(f) and (g) and if requested by the Required Purchasers, resolutions and favorable opinions of counselcounsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i) or (ii), as applicable), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms.Required Purchasers. \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9
Appears in 1 contract
Additional Subsidiaries. Within forty-five Promptly after the creation or acquisition of any Subsidiary, in each case, pursuant to the terms of this Agreement (45and in any event within thirty (30) days after the acquisition such creation or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereofacquisition), or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) shall cause such Subsidiary to (i) in the case of a Domestic Subsidiary, become a Guarantor obligated to guarantee repayment of the Advances and other amounts payable under the Loan Documents by executing and delivering to the Administrative Agent Lender a Joinder Agreement, become a Pledgor (as defined guaranty agreement in the Security Agreement) by executing form and delivering substance satisfactory to the Administrative Agent a joinder agreement to the Security Agreement, and Lender or such other documents document as the Administrative Agent Lender shall deem appropriate for such purpose and purpose, (ii) upon in the written request case of a Domestic Subsidiary, grant a first-priority security interest (and perfect such interest) in all Collateral (subject to the Administrative Agent exceptions specified in its sole discretionthis Agreement) owned by such Subsidiary by delivering to Lender a security agreement in form and substance satisfactory to Lender or such other document as Lender shall deem appropriate for such purpose, (iii) deliver to Lender such documents and certificates referred to in Section 3.1 as may be reasonably requested by Lender, (iv) deliver to Lender such documents as are required to perfect Lender's Lien in the Administrative Agent Equity Interests of such Organization DocumentsSubsidiary or other certificates and stock or other transfer powers evidencing Equity Interests of such Subsidiary consistent with the terms of this Agreement, resolutions and favorable opinions of counselas may be requested by Lender, (v) deliver to Lender such other documents as may be reasonably requested by Lender, all in form, content and scope reasonably satisfactory to the Administrative Agent; Lender, in each case, at Borrower’s cost and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsexpense.
Appears in 1 contract
Additional Subsidiaries. Within forty-(i) Promptly after the date the Company organizes, creates or acquires any additional Subsidiary, and, in any event, within two Business Days following receipt by the Company from the Lender of a security agreement and a guaranty of the Obligations each in form and substance satisfactory to the Lender, the Company shall cause such Subsidiary to execute and deliver such guaranty and security agreement to the Lender; (ii) within five (45) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded becomes a Subsidiary” , the Company shall (including any Electing Guarantor): (aA) notify deliver to the Administrative Agent thereof in writing, together with Lender a supplement to the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) Security Agreement executed by the Borrower or any Subsidiary Company referencing such new Subsidiary, and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (bB) cause such Subsidiary to have executed and filed any UCC-1 financing statements furnished by the Lender in each jurisdiction in which such filing is necessary to perfect the security interest of the Lender in the Collateral of such Subsidiary and in which the Lender request that such filing be made; (iiii) become a Guarantor by executing additionally, the Company and delivering such Subsidiary shall have executed and delivered to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and Lender such other documents items as reasonably requested by the Administrative Agent shall deem appropriate for such purpose Lender in connection with the foregoing, including resolutions, incumbency and (ii) upon the written request of the Administrative Agent in its sole discretionofficers' certificates, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content search reports and scope reasonably satisfactory to the Administrative Agentother certificates and documents; and (civ) cause the Lender may elect in its sole discretion to waive any such collateral delivery requirement set forth in this subsection (m) for any Subsidiary that will remain a dormant or shell Subsidiary. The Lender agrees to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable waive any such requirement in the opinion case of the Administrative Agent to vest in the Administrative Agent any non-U.S. Subsidiary (or in any representative the case of a stock pledge, to require the pledge of not more than 65% of the Administrative Agent designated by itcapital stock or other ownership interests of any such Subsidiary constituting a direct (I.E., "first tier") validnon-U.S. Subsidiary), subsisting and perfected Liens on the properties purported if any adverse tax consequences under applicable U.S. tax law would result therefrom. The provisions of this subsection (m) shall not be deemed to be subject implied consent to any such organization, creation or acquisition of any additional Subsidiary otherwise prohibited by the agreements delivered pursuant to terms and conditions of this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsAgreement.
Appears in 1 contract
Samples: Bridge Loan Agreement (Durus Life Sciences Master Fund LTD)
Additional Subsidiaries. Within forty-five (45) days after the acquisition or formation of any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereof, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) If any Subsidiary is formed or acquired after the Effective Date, the Company will, as promptly as practicable, and in any event within 30 days (or such longer period as the Administrative Agent may agree to in writing), notify the Administrative Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Designated Subsidiary) and with respect to any Equity Interests in writing, together or Indebtedness of such Subsidiary owned by any Domestic Loan Party or any Equity Interests in such Subsidiary owned by any Foreign Subsidiary Loan Party.
(b) Not later than the date of delivery of financial statements pursuant to Section 5.01(a) or (b) on the basis of which one or more Subsidiaries are deemed to be new Material Subsidiaries in accordance with the definition of the term "Material Subsidiary", (i) jurisdiction of formationthe Company shall have caused the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, (ii) number if such Subsidiary shall have been required to become a Loan Party hereunder, the Company shall have delivered a certificate of shares a Financial Officer or other executive officer of each class of Equity Interests outstandingthe Company to the effect that, after giving effect to any such designation and such Subsidiary becoming a Loan Party hereunder, the representations and warranties set forth in this Agreement and the other Loan Documents as to such Subsidiary are true and correct in all material respects, and (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary shall have been required to (i) become a Guarantor by executing and delivering Loan Party hereunder, such Subsidiary shall have delivered to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing documents and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose and (ii) upon the written request opinions of the Administrative Agent type referred to in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; paragraphs (b) and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their terms4.01.
Appears in 1 contract
Additional Subsidiaries. Within fortyGive the Administrative Agent prompt written notice of the creation, establishment or acquisition, in any manner, of any Subsidiary of the Company not existing on the Closing Date or of the fact that a Subsidiary has ceased to be an Excluded Subsidiary. Subject to the last sentence of this Section 6.12, the Company or a Domestic Subsidiary of the Company, as appropriate, (a) shall execute a Pledge Agreement, in the form of Exhibit I-1 or I-2 hereto (or such other agreement as shall be required by the Administrative Agent), as applicable, with respect to not more than 65% of each class of the capital stock or other equity interest of each First-five Tier Subsidiary of such Person which is or becomes a Non-Domestic Subsidiary and which is not an Excluded Subsidiary, and (45b) shall cause each Subsidiary of such Person which is a Domestic Subsidiary and which is not an Excluded Subsidiary to execute a Guaranty, in the form of Exhibit E hereto, in the case of both (a) and (b), within ten (10) days after the creation, establishment or acquisition of such Subsidiary or formation of any Wholly Owned the date such Subsidiary that is a Domestic Subsidiary (other than ceases to be an Excluded Subsidiary) after Subsidiary and in connection therewith shall deliver or cause to be delivered such proof of corporate action, incumbency of officers, opinions of counsel and other documents as are consistent with those delivered as to each Subsidiary pursuant to Section 5.01 hereof on the date hereofClosing Date, or the occurrence of any such Subsidiary no longer qualifying as an “Excluded Subsidiary” (including any Electing Guarantor): (a) notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security Agreement, and such other documents as the Administrative Agent shall deem appropriate for such purpose may request, each in form and (ii) upon the written request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably substance satisfactory to the Administrative Agent; and (c) cause such Subsidiary . In no event shall the Company be required to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion pledge any of the Administrative Agent to vest assets of a Subsidiary that is a controlled foreign corporation, as defined in the Administrative Agent (or in any representative Section 957(a) of the Administrative Agent designated by it) validCode, subsisting and perfected Liens on the properties purported to be subject including, but not limited to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsstock of any Subsidiary held directly or indirectly by any such Subsidiary.
Appears in 1 contract
Additional Subsidiaries. Within forty-five Group shall, and shall cause each of its Subsidiaries hereafter formed or acquired to execute and deliver to Bank, within sixty (4560) days after of the formation or acquisition or formation of any Wholly Owned Subsidiary that is thereof, a Domestic Subsidiary (other than an Excluded Subsidiary) after the date hereofjoinder agreement in form and substance satisfactory to Bank, or the occurrence of any causing such Subsidiary no longer qualifying to become a Borrower or Guarantor hereunder, and a party to each applicable Loan Document, in each case as an “Excluded if such Subsidiary had been a Borrower or Guarantor, as applicable, as of the Effective Date, together with appropriate Lien searches requested by Bank indicating Bank’s first priority Lien (subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement) on such Subsidiary” (including any Electing Guarantor): ’s personal property and, in connection with such deliveries, cause to be delivered to Bank (a) notify the Administrative Agent thereof a favorable written opinion of counsel satisfactory to Bank as to such matters relating thereto as Bank may reasonably request, in writing, together with the (i) jurisdiction of formationform and substance reasonably satisfactory to Bank, (iib) number any stock certificates or other certificates, accompanied by stock powers duly executed in blank, with regard to the capital stock of shares of each class of Equity Interests outstandingsuch Subsidiary, (iiic) number and percentage of outstanding shares of each class owned (directly such other agreements, instruments, approvals or indirectly) by the Borrower or any Subsidiary and (iv) number and effectother documents, if exercisedincluding Control Agreements, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights as Bank may request with respect thereto, and (d) certified copies of the organizational documents, resolutions and incumbency certificate of such Subsidiary; (b) cause provided however, if such Subsidiary is organized outside the United States and causing such Subsidiary to (i) become a Borrower, grantor of security interest or Guarantor causes material adverse tax results as reasonably determined by executing and delivering Group’s Board of Directors, then (1) such Subsidiary is not required to the Administrative Agent a Joinder Agreement, become a Pledgor (as defined in the Security Agreement) by executing and delivering to the Administrative Agent a joinder agreement to the Security AgreementBorrower or Guarantor hereunder, and (2) such other documents as the Administrative Agent pledge shall deem appropriate for such purpose and (ii) upon the written request be limited to 66% of the Administrative Agent in its sole discretion, deliver to the Administrative Agent outstanding voting stock of such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected Liens on the properties purported to be subject to the agreements delivered pursuant to this Section 6.12 and the other Collateral Documents, enforceable against all third parties in accordance with their termsSubsidiary.
Appears in 1 contract
Samples: Loan and Security Agreement (Covad Communications Group Inc)
