Common use of Creation/Acquisition of Subsidiaries Clause in Contracts

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such Subsidiary. Collateral Agent, Lenders and Borrower agree that in the event Borrower creates a foreign Subsidiary (or a joint venture), Borrower, Collateral Agent and Lenders will work together in good faith to allow for capitalization and funding of such subsidiary (or joint venture) in a manner and in amounts acceptable to Lenders in their sole discretion, and subject to documentation acceptable to Collateral Agent and Lenders in their sole discretion.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stockShares; provided, units or other evidence of ownership of each such Subsidiary. Collateral Agenthowever, Lenders and Borrower agree that solely in the event circumstance in which Borrower or any Subsidiary creates or acquires a foreign Foreign Subsidiary (in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a joint venture), Borrower, Collateral Agent continuing pledge and Lenders will work together security interest in good faith and to allow for capitalization and funding the assets of such subsidiary (or joint venture) in a manner and in amounts acceptable to Lenders in their sole discretion, and subject to documentation acceptable to Collateral Agent and Lenders in their sole discretionForeign Subsidiary.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created or acquired Subsidiary. Collateral Agent, Lenders and Borrower agree that Nothing in this Section 6.12 shall be construed as permitting the event Borrower creates a foreign creation or acquisition of any Subsidiary (unless otherwise expressly permitted by this Agreement or a joint venture), Borrower, consented to in writing by Collateral Agent and Lenders will work together in good faith to allow for capitalization and funding of such subsidiary (or joint venture) in a manner and in amounts acceptable to Lenders in their sole discretion, and subject to documentation acceptable to Collateral Agent and Lenders in their sole discretionthe Required Lenders.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any SubsidiarySubsidiary after the Closing Date, Borrower shall provide prior written notice to Collateral Agent and each Lender Bank of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender Bank to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, Bank a perfected security interest in the all of the equity interests of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to the Bank a perfected security interest in more than sixty‑five percent (65%) of the stock, units or other evidence of ownership of each such Foreign Subsidiary. Collateral Agent, Lenders and Borrower agree that in the event Borrower creates a foreign Subsidiary (or a joint venture), Borrower, Collateral Agent and Lenders will work together in good faith to allow for capitalization and funding of such subsidiary (or joint venture) in a manner and in amounts acceptable to Lenders in their sole discretion, and subject to documentation acceptable to Collateral Agent and Lenders in their sole discretion.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stockShares of such Subsidiary owned by Borrower. Notwithstanding anything to the contrary contained herein, units or other evidence INBRX 103, LLC, a Delaware limited liability company and a Subsidiary of ownership of each such Subsidiary. Collateral Agent, Lenders and Borrower agree that in the event Borrower creates a foreign Subsidiary (or a joint venture), Borrower, Collateral Agent and Lenders will work together in good faith to allow for capitalization and funding of such subsidiary (or joint venture) in a manner and in amounts acceptable to Lenders in their sole discretion, and shall not be subject to documentation acceptable to Collateral Agent and Lenders in their sole discretionthe requirements of this Section 6.11.

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower or any of its Subsidiaries creates or acquires any SubsidiarySubsidiary after the Effective Date, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Domestic Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Domestic Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Domestic Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stockShares, units to the extent required herein. Notwithstanding anything herein to the contrary, no Subsidiary that is a (a) FSHCO, (b) Foreign Subsidiary or other evidence (c) Subsidiary of ownership a Foreign Subsidiary shall be required to become a co-Borrower hereunder or to guarantee the Obligations of each such Subsidiary. Borrower under the Loan Documents or grant a security interest in any of its assets in favor of Collateral Agent, Lenders and Borrower agree that in the event Borrower creates a foreign Subsidiary (or a joint venture), Borrower, Collateral Agent and Lenders will work together in good faith to allow for capitalization and funding of such subsidiary (or joint venture) in a manner and in amounts acceptable to Lenders in their sole discretion, and subject to documentation acceptable to Collateral Agent and Lenders in their sole discretion.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each the Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any the Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, Lender a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary. Collateral Agent; provided, Lenders and Borrower agree however, that solely in the event circumstance in which Borrower creates or acquires a foreign Foreign Subsidiary, (i) such Foreign Subsidiary (or shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a joint venture), Borrower, Collateral Agent continuing pledge and Lenders will work together security interest in good faith and to allow for capitalization and funding the assets of such subsidiary (or joint venture) in a manner and in amounts acceptable to Lenders in their sole discretionForeign Subsidiary, and subject (ii) Borrower shall not be required to documentation acceptable grant and pledge to Collateral Agent and Lenders the Lender a perfected security interest in their sole discretionmore than sixty-five percent (65%) of the Shares of such Foreign Subsidiary.

Creation/Acquisition of Subsidiaries. In the event Borrower, any Borrower or any Subsidiary of its Subsidiaries any Borrower creates or acquires any SubsidiarySubsidiary after the Effective Date, Borrower or such Subsidiary shall provide prior written notice to promptly notify Collateral Agent and each Lender of the such creation or acquisition of acquisition, and Borrower or such new Subsidiary and shall take all such action as may be actions reasonably required requested by Collateral Agent or to achieve any Lender of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) to cause each such New Subsidiary to become either a co-Borrower hereunder if such New Subsidiary is organized under the laws of the United States or a secured guarantor with respect to the Obligations; and (ii) to grant and pledge to Collateral Agent a perfected security interest in the Shares of such New Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by this Agreement, such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and, in each case, or grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such Foreign Subsidiary. Collateral Agent, Lenders and Borrower agree that in the event Borrower creates a foreign Subsidiary (or a joint venture), Borrower, Collateral Agent and Lenders will work together in good faith to allow for capitalization and funding of such subsidiary (or joint venture) in a manner and in amounts acceptable to Lenders in their sole discretion, and subject to documentation acceptable to Collateral Agent and Lenders in their sole discretion.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary. Collateral Agent; provided, Lenders and Borrower agree however, that solely in the event 116496009v12 030690.000085 circumstance in which Borrower or any Subsidiary creates or acquires a foreign Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and grant a joint venture), Borrower, Collateral Agent continuing pledge and Lenders will work together security interest in good faith and to allow for capitalization and funding the assets of such subsidiary (or joint venture) in a manner and in amounts acceptable to Lenders in their sole discretionForeign Subsidiary, and subject to documentation acceptable to Collateral Agent and Lenders in their sole discretion.and

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any SubsidiarySubsidiary after the Effective Date, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stockShares; provided, units however, that solely in the circumstances in which Borrower or other evidence any Subsidiary creates or acquires a Foreign Subsidiary, (i) neither such Subsidiary shall be required to guarantee the Obligations of ownership Borrower under the Loan Documents or grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five percent (65%) of the Shares of each such Subsidiary. Collateral Agent, Lenders and Borrower agree that in the event Borrower creates a foreign Subsidiary (or a joint venture), Borrower, Collateral Agent and Lenders will work together in good faith to allow for capitalization and funding of such subsidiary (or joint venture) in a manner and in amounts acceptable to Lenders in their sole discretion, and subject to documentation acceptable to Collateral Agent and Lenders in their sole discretion.