Common use of Conduct of Business - Acquisitions Clause in Contracts

Conduct of Business - Acquisitions. The Company shall not, nor shall it permit any Subsidiary to, engage in any business other than the businesses engaged in by the Company on the date hereof and any business or activities which are similar, related or incidental thereto or logical extensions thereof. The Company shall not make any Acquisitions, other than (x) the Merger and (y) other Acquisitions meeting the following requirements (the Merger and each such other Acquisition constituting a “Permitted Acquisition”): (i) no Default or Unmatured Default shall have occurred and be continuing or would result from such Acquisition or the incurrence of any Indebtedness in connection therewith; (ii) the purchase is consummated pursuant to a negotiated acquisition agreement on a non-hostile basis and approved by the target company’s board of directors (and shareholders, if necessary) prior to the consummation of the Acquisition; (iii) after giving effect to such Acquisition on a pro forma basis as if such Acquisition and such incurrence of Indebtedness had occurred on the first day of the twelve month period ending on the last day of the Company’s most recently completed fiscal quarter, the Company would have a Leverage Ratio less than 2.25:1.00; provided that if the purchase price payable in respect of any such Acquisition (including, without limitation, cash or stock (other than Equity Interests (other than Disqualified Stock) of the Company) consideration paid and Indebtedness or other liabilities assumed) exceeds $150,000,000, prior to each such Acquisition, the Company shall have delivered to the Administrative Agent and the Lenders a certificate from one of the Authorized Officers, demonstrating that after giving effect to such Acquisition, on a pro forma basis in respect of each such Acquisition as if the Acquisition and such incurrence of Indebtedness had occurred on the first day of the twelve-month period ending on the last day of the Company’s most recently completed fiscal quarter, the Company would have a maximum Leverage Ratio of 2.25:1.00 and would be in compliance with the financial covenant in Section 7.4(a) and not otherwise in Default; (iv) the businesses being acquired shall be similar to that of the Company and its Subsidiaries as of the Closing Date, related or incidental thereto or logical extensions thereof.

Conduct of Business - Acquisitions. The Company shall not, nor shall it permit any Subsidiary to, engage in any business other than the businesses engaged in by the Company on the date hereof Original Closing Date and any business or activities which are similar, related or incidental thereto or logical extensions thereof. The Company shall not make any Acquisitions, other than (x) the Merger and (y) other Acquisitions any Acquisition meeting the following requirements (the Merger and each such other Acquisition constituting a “Permitted Acquisition”): (i) no Default or Unmatured Default shall have occurred and be continuing or would result from such Acquisition or the incurrence of any Indebtedness in connection therewith; (ii) the purchase such Acquisition is consummated pursuant to a negotiated acquisition agreement on a non-hostile basis and approved by the target company’s board of directors (and shareholders, if necessary) prior to the consummation of the such Acquisition; (iii) after giving effect to such Acquisition (A) on a pro forma basis as if such Acquisition and such any related incurrence of Indebtedness had occurred on the first day of the twelve month period ending on the last day most recent fiscal quarter of the Company’s most recently completed fiscal quarterCompany for which financial statements shall have been delivered pursuant to Section 7.01 (or, prior to the delivery of any such financial statements, as of December 31, 2010), the Company would have a Leverage Ratio shall be in compliance with Section 7.04 and (B) Liquidity shall be not less than 2.25:1.00$50,000,000; provided that if the purchase price payable in respect of any such Acquisition (including, without limitation, cash or stock (other than Equity Interests (other than Disqualified Stock) of the Company) consideration paid and Indebtedness or other liabilities assumed) exceeds $150,000,000, prior to each such Acquisition300,000,000, the Company shall have delivered to the Administrative Agent and the Lenders prior to such Acquisition a certificate from one an Authorized Officer demonstrating compliance with the requirements of the Authorized Officers, demonstrating this clause (iii) and stating that no Default or Unmatured Default exists or will exist after giving effect to such Acquisition, on a pro forma basis in respect of each such Acquisition as if the Acquisition and such incurrence of Indebtedness had occurred on the first day of the twelve-month period ending on the last day of the Company’s most recently completed fiscal quarter, the Company would have a maximum Leverage Ratio of 2.25:1.00 and would be in compliance with the financial covenant in Section 7.4(a) and not otherwise in Default;; and (iv) the businesses being acquired in such Acquisition shall be similar to that comply with the first sentence of the Company and its Subsidiaries as of the Closing Date, related or incidental thereto or logical extensions thereofthis Section 7.03(e).

Conduct of Business - Acquisitions. The Company shall not, nor shall it permit any Subsidiary to, engage in any business other than the businesses engaged in by the Company on the date hereof and any business or activities which are similar, related or incidental thereto or logical extensions thereof. The Company shall not make any Acquisitions, other than (x) the Merger and (y) other Acquisitions meeting the following requirements (the Merger and each such other Acquisition constituting a “Permitted Acquisition”): (i) no Default or Unmatured Default shall have occurred and be continuing or would result from such Acquisition or the incurrence of any Indebtedness in connection therewith; (ii) the purchase is consummated pursuant to a negotiated acquisition agreement on a non-hostile basis and approved by the target company’s board of directors (and shareholders, if necessary) prior to the consummation of the Acquisition; (iii) after giving effect to such Acquisition on a pro forma basis as if such Acquisition and such incurrence of Indebtedness had occurred on the first day of the twelve month period ending on the last day of the Company’s most recently completed fiscal quarter, the Company would have a Leverage Ratio less than 2.25:1.00; provided that if the purchase price payable in respect of any such Acquisition (including, without limitation, cash or stock (other than Equity Interests (other than Disqualified Stock) of the Company) consideration paid and Indebtedness or other liabilities assumed) exceeds $150,000,000, prior to each such Acquisition, the Company shall have delivered to the Administrative Agent and the Lenders a certificate from one of the Authorized Officers, demonstrating that after giving effect to such Acquisition, on a pro forma basis in respect of each such Acquisition as if the Acquisition and such incurrence of Indebtedness had occurred on the first day of the twelve-month period ending on the last day of the Company’s most recently completed fiscal quarter, the Company would have a maximum Leverage Ratio of 2.25:1.00 and would be in compliance with the financial covenant in Section 7.4(a) and not otherwise in Default; (iv) the businesses being acquired shall be similar to that of the Company and its Subsidiaries as of the Closing Date, related or incidental thereto or logical extensions thereof.

Conduct of Business - Acquisitions. The Company shall not, nor shall it permit any Subsidiary to, engage in any business other than the businesses engaged in by the Company on the date hereof and any business or activities which are similar, related or incidental thereto or logical extensions thereof. The Company shall not make any Acquisitions, other than (x) the Merger and (y) other Acquisitions any Acquisition meeting the following requirements (the Merger and each such other Acquisition constituting a “Permitted Acquisition”): (i) no Default or Unmatured Default shall have occurred and be continuing or would result from such Acquisition or the incurrence of any Indebtedness in connection therewith; (ii) the purchase such Acquisition is consummated pursuant to a negotiated acquisition agreement on a non-hostile basis and approved by the target company’s board of directors (and shareholders, if necessary) prior to the consummation of the such Acquisition; (iii) after giving effect to such Acquisition (A) on a pro forma basis as if such Acquisition and such any related incurrence of Indebtedness had occurred on the first day of the twelve month period ending on the last day most recent fiscal quarter of the Company’s most recently completed fiscal quarterCompany for which financial statements shall have been delivered pursuant to Section 7.01 (or, prior to the delivery of any such financial statements, as of December 31, 2010), the Company would have a Leverage Ratio shall be in compliance with Section 7.04 and (B) Liquidity shall be not less than 2.25:1.00$50,000,000; provided that if the purchase price payable in respect of any such Acquisition (including, without limitation, cash or stock (other than Equity Interests (other than Disqualified Stock) of the Company) consideration paid and Indebtedness or other liabilities assumed) exceeds $150,000,000, prior to each such Acquisition200,000,000, the Company shall have delivered to the Administrative Agent and the Lenders prior to such Acquisition a certificate from one an Authorized Officer demonstrating compliance with the requirements of the Authorized Officers, demonstrating this clause (iii) and stating that no Default or Unmatured Default exists or will exist after giving effect to such Acquisition, on a pro forma basis in respect of each such Acquisition as if the Acquisition and such incurrence of Indebtedness had occurred on the first day of the twelve-month period ending on the last day of the Company’s most recently completed fiscal quarter, the Company would have a maximum Leverage Ratio of 2.25:1.00 and would be in compliance with the financial covenant in Section 7.4(a) and not otherwise in Default;; and (iv) the businesses being acquired in such Acquisition shall be similar to that comply with the first sentence of the Company and its Subsidiaries as of the Closing Date, related or incidental thereto or logical extensions thereofthis Section 7.03(e).