Common use of Business Acquisitions Clause in Contracts

Business Acquisitions. None of the Obligors nor any Restricted Subsidiary will make any Business Acquisitions except that an Obligor or any Restricted Subsidiary shall be permitted to make Business Acquisitions provided that (a) no Event of Default shall exist before or immediately after giving effect to such Business Acquisition, (b) if the Total Net Leverage Ratio at the time of such Business Acquisition, and after giving pro forma effect thereto, is equal to or greater than 3.0 to 1.0, the consideration for such Business Acquisition, when combined with the aggregate consideration (excluding any Equity Interests) for all other Business Acquisitions made when the pro forma Total Net Leverage Ratio was equal to or greater than 3.0 to 1.0, shall not exceed $100,000,000 during the term of this Agreement, (c) the Borrower shall be in pro forma compliance with Sections 6.16, 6.17 and 6.18 and (d) if the cash consideration for such Business Acquisition is equal to or greater than $50,000,000, the Borrower shall have given the Administrative Agent at least ten (10) days prior written notice of such Business Acquisition together with an officer’s certificate executed by a Financial Officer of the Borrower, certifying as to compliance with the requirements of this Section and containing calculations demonstrating compliance with clauses (b), to the extent applicable, and (c) of this Section; provided that the proceeds received by an Obligor from unrelated third parties pursuant to Assets Sales permitted under Section 6.04 which Asset Sales consist of substantially all of the assets of any division, business unit or line of business of the Borrower or any Restricted Subsidiary shall be netted against any amounts reducing such maximum amount. The consummation of each Business Acquisition shall be deemed to be a representation and warranty by the Borrower that all conditions thereto have been satisfied and that same is permitted under the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder.

Business Acquisitions. None of the Obligors nor any Restricted Subsidiary will make any Business Acquisitions except that an Obligor or any Restricted Subsidiary shall be permitted to make Business Acquisitions provided that so long as (a) no Event of Default shall exist before or immediately after giving effect to such Business Acquisition, (b) if the Total Net Senior Leverage Ratio at the time of such Business Acquisition, and after giving calculated on a pro forma effect thereto, is equal to or basis shall not be greater than 3.0 2.0 to 1.0, the consideration for such Business Acquisition, when combined with the aggregate consideration (excluding any Equity Interests) for all other Business Acquisitions made when the pro forma Total Net Leverage Ratio was equal to or greater than 3.0 to 1.0, shall not exceed $100,000,000 during the term of this Agreement, (c) the Borrower shall be in pro forma compliance with Sections 6.16, 6.17 and 6.18 and (d) if the cash consideration for such Business Acquisition is equal to or greater than $50,000,00025,000,000, the Borrower shall have given the Administrative Agent at least ten (10) days prior written notice of such Business Acquisition together with an officer’s certificate executed by a Financial Officer of the Borrower, certifying as to compliance with the requirements of this Section and containing calculations demonstrating compliance with clauses (b), to the extent applicable, ) and (c) of this Section; provided that the consideration for Business Acquisitions of Persons that do not become Obligors shall not exceed $50,000,000 in the aggregate during the term of this Agreement; provided, further that the proceeds received by an Obligor from unrelated third parties pursuant to Assets Sales permitted under Section 6.04 which Asset Sales consist of substantially all of the assets of any division, business unit or line of business of the Borrower or any Restricted Subsidiary shall be netted against any amounts reducing such maximum amount. The consummation of each Business Acquisition shall be deemed to be a representation and warranty by the Borrower that all conditions thereto have been satisfied and that same is permitted under the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder.

Business Acquisitions. None Except as otherwise permitted by Section 6.05, no Borrower will, nor will permit any of the Obligors nor any Restricted Subsidiary will its respective Subsidiaries to, make any Business Acquisitions except Acquisitions; provided that an Obligor or each Borrower and any Restricted Subsidiary shall be permitted to of its respective Subsidiaries may make Business Acquisitions provided that so long as (a) the sum of the aggregate cash consideration paid for Business Acquisitions in any trailing four-quarter period (excluding any amounts financed with new equity) shall not exceed $25,000,000 or the equivalent in such other currency used in connection with such Business Acquisition, and the total consideration paid for any one Business Acquisition (including any amounts financed with new equity) shall not exceed $50,000,000 or the equivalent in such other currency used in connection with such Business Acquisition (except as otherwise provided in clause (d) below); (b) the Leverage Ratio calculated on a pro forma basis for the most recently ended trailing four-quarter period for which financial statements are required to be delivered pursuant to Section 5.01(b) giving effect to any such Business Acquisition as if such Business Acquisition were consummated at the commencement of such four-quarter period shall not be greater than the maximum permitted Leverage Ratio as set forth in Section 6.15 at such time minus 0.25; (c) the acquired business or assets are in the same or similar line of business as any Borrower or any of its respective Subsidiaries or any business reasonably related thereto or any reasonable expansion or extension of any such business; (d) for any Business Acquisition with total consideration in excess of $50,000,000 or the equivalent in such other currency used in connection with such Business Acquisition, Borrower shall have received the written approval of the US Administrative Agent having received the written approval of the Required Lenders, which approval shall not be unreasonably withheld and, in connection therewith, the Borrower shall have given the US Administrative Agent and the Lenders at least ten (10) Business Days prior written notice of any such proposed Business Acquisition (each of such notices, a “Permitted Acquisition Notice”), which notice must be timely provided and must be accompanied by all of the information required in this Section 6.10 and shall (i) contain the estimated date such proposed Business Acquisition is scheduled to be consummated, (ii) attach a true and correct copy of the draft purchase agreement (if available), letter of intent, description of material terms or similar agreements executed by the parties thereto in connection with such proposed Business Acquisition, (iii) contain the estimated aggregate purchase price of such proposed Business Acquisition and the estimated amount of related costs and expenses and the intended method of financing thereof, and (iv) contain the estimated amount of Loans required to effect such proposed Business Acquisition; (e) no Event of Default shall exist before or immediately after giving effect to such Business Acquisition, ; (bf) if prior to the Total Net Leverage Ratio at consummation of the time proposed Business Acquisition with a total consideration paid therefor in excess of $10,000,000 or the equivalent in such Business Acquisition, and after giving pro forma effect thereto, is equal to or greater than 3.0 to 1.0, the consideration for such Business Acquisition, when combined other currency used in connection with the aggregate consideration (excluding any Equity Interests) for all other Business Acquisitions made when the pro forma Total Net Leverage Ratio was equal to or greater than 3.0 to 1.0, shall not exceed $100,000,000 during the term of this Agreement, (c) the Borrower shall be in pro forma compliance with Sections 6.16, 6.17 and 6.18 and (d) if the cash consideration for such Business Acquisition is equal to or greater than $50,000,000, the Borrower Parent shall have given furnish the US Administrative Agent at least ten (10) days prior written notice of such Business Acquisition together with an officer’s certificate executed by a Financial Officer of the BorrowerOfficer, certifying as to compliance with the requirements of this Section and containing calculations demonstrating compliance with the applicable preceding clauses (b), to the extent applicable, and a) through (c) of this Sectionand (e), containing the calculations required in clause (b) above; provided that (g) the proceeds received by an Obligor from unrelated third parties pursuant to Assets Sales permitted under Section 6.04 which Asset Sales consist of substantially all of the assets of any division, business unit or line of business of the Borrower or any Restricted Subsidiary shall be netted against any amounts reducing such maximum amount. The consummation of each Business Acquisition shall be deemed to be a representation and warranty by the Borrower Parent that all conditions thereto under this Section 6.10 have been satisfied and that same is permitted under in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder; and (h) in the case of a Business Acquisition of the Equity Interests of a Person, such Person’s board of directors (or similar governing body) shall have approved such Business Acquisition.

Business Acquisitions. None of the Obligors nor any Restricted Subsidiary of their Subsidiaries will make any Business Acquisitions except Acquisitions; provided that an Obligor the Obligors or any Restricted Subsidiary shall be permitted to thereof may make Business Acquisitions provided that so long as (a) no Event the sum of Default shall exist before or immediately after giving effect to such Business Acquisition, (b) if the Total Net Leverage Ratio at the time of such Business Acquisition, and after giving pro forma effect thereto, is equal to or greater than 3.0 to 1.0, the aggregate consideration paid for such Business Acquisition, when combined with the aggregate consideration Acquisitions shall not exceed $400,000,000 (excluding any Equity Interests) for all other Business Acquisitions made when the pro forma Total Net Leverage Ratio was equal to or greater than 3.0 to 1.0Interests issued by Borrower as partial consideration therefor, shall not exceed $100,000,000 but including cash and assumed debt), during the term of this Agreement, (cb) the Borrower shall would be in pro forma compliance with Sections 6.166.14 and 6.15 in each case on a pro forma basis after giving effect to the proposed Business Acquisition, 6.17 and 6.18 (c) no Default shall exist before or after giving effect to such Business Acquisition and (d) if the cash consideration for such with respect to any Business Acquisition is equal to or greater than having aggregate consideration in excess of $50,000,000, prior to the consummation of the proposed Business Acquisition, the Borrower shall have given furnish the Administrative Agent at least ten (10) days prior written notice of such Business Acquisition together with and the Lenders an officer’s certificate executed by a Financial Officer of the Borrower, certifying as to compliance with the requirements of the applicable preceding Section 6.10(a) through Section 6.10(d) and containing the calculations required in this Section and containing calculations demonstrating compliance with clauses (b), to the extent applicable, and (c) of this Section; provided that the proceeds received by an Obligor from unrelated third parties pursuant to Assets Sales permitted under Section 6.04 which Asset Sales consist of substantially all of the assets of any division, business unit or line of business of the Borrower or any Restricted Subsidiary shall be netted against any amounts reducing such maximum amount6.10. The consummation of each Business Acquisition shall be deemed to be a representation and warranty by the Borrower that all conditions thereto have been satisfied and that same is permitted under in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder.”