Creation or Acquisition of Subsidiaries. (A) Subject to the provisions of Subsection 3.6, Borrower may from time to time create new Subsidiaries, and Subsidiaries of Borrower may create or acquire new Subsidiaries, provided that concurrently with (and in any event within ten Business Days thereafter) the creation or acquisition of any new Subsidiary, all the capital stock of or other equity interest in such new Subsidiary will be pledged to the Administrative Agent as follows (provided that any equity interests in any new foreign Subsidiary formed or acquired after the date hereof that constitutes a “controlled foreign corporation” under Section 956 of the IRC which, when aggregated with all of the other shares of equity interests in such Subsidiary pledged to Administrative Agent, would result in more than 65% of the total equity interests of such Subsidiary being pledged to Administrative Agent, need not be pledged): (i) if Borrower directly owns any of the capital stock of or other equity interest in such new Subsidiary, Borrower will Credit Agreement/Atlantic Tele-Network, Inc. execute and deliver to the Administrative Agent any amendment or supplement to the Security Agreement as Administrative Agent may reasonably request pursuant to which all such capital stock or other equity interest shall be pledged to the Administrative Agent, together, if applicable, with the certificates evidencing such capital stock and undated stock powers duly executed in blank; and (ii) if any of the capital stock of or other equity interest in such new Subsidiary is owned by a wholly-owned direct or indirect Subsidiary of Borrower, to the extent not already covered by the Pledge Agreement, such other Subsidiary will execute and deliver to the Administrative Agent (except in connection with a Permitted Acquisition where the stock is pledged to another Person in connection with such acquisition or any debt assumed thereunder) an appropriate joinder, amendment or supplement to the Security Agreement, pursuant to which all of the capital stock of or other equity interest in such new Subsidiary owned by such other Subsidiary shall be pledged to the Administrative Agent, together with the certificates evidencing such capital stock and undated stock powers duly executed in blank. As promptly as reasonably possible, Borrower and its Subsidiaries will deliver any such other documents, certificates and opinions (including opinions of local counsel in the jurisdiction of organization of each such new Subsidiary), in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent may reasonably request in connection therewith and will take such other action as the Administrative Agent may reasonably request to create in favor of the Administrative Agent a perfected security interest on a first-priority basis in the Collateral being pledged pursuant to the documents described above.
Appears in 1 contract
Creation or Acquisition of Subsidiaries. (A) Subject to the provisions of Subsection 3.6, Borrower may from time to time create new Subsidiaries, and Subsidiaries of Borrower may create or acquire new Subsidiaries, provided that concurrently with (and in any event within ten Business Days thereafter) the creation or acquisition of any new Subsidiary, all the capital stock of or other equity interest in such new Subsidiary owned by the Borrower or any Subsidiary of the Borrower will be pledged to the Administrative Agent as follows (provided that any equity interests in any new foreign Subsidiary formed or acquired after the date hereof Closing Date that constitutes a “controlled foreign corporation” under Section 956 of the IRC which, when aggregated with all of the other shares of equity interests in such Subsidiary pledged to Administrative Agent, would result in more than 65% of the total equity interests of such Subsidiary being pledged to Administrative Agent, need not be pledged): (i) if Borrower directly owns any of the capital stock of or other equity interest in such new Subsidiary, Borrower will Credit Agreement/Atlantic Tele-Network, Inc. execute and deliver to the Administrative Agent any amendment or supplement to the its Security Agreement as Administrative Agent may reasonably request pursuant to which all such capital stock or other equity interest shall be pledged to the Administrative Agent, together, if applicable, with the certificates evidencing such capital stock and undated stock powers duly executed in blank; and (ii) if any of the capital stock of or other equity interest in such new Subsidiary is owned by a wholly-owned direct or indirect Subsidiary of Borrower, to the extent not already covered by the Pledge Agreement, such other Subsidiary will execute and deliver to the Administrative Agent (except in connection with a Permitted Acquisition where the stock is pledged to another Person in connection with such acquisition or any debt assumed thereunder) a Security Agreement or an appropriate joinder, amendment or supplement to the its Security Agreement, pursuant to which all of the capital stock of or other equity interest in such new Subsidiary owned by such other Subsidiary shall be pledged to the Administrative Agent, together with the certificates evidencing such capital stock and undated stock powers duly executed in blank. As promptly as reasonably possible, Borrower and its Subsidiaries will deliver any such other documents, certificates and opinions (including opinions of local counsel in the jurisdiction of organization of each such new Subsidiary), in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent may reasonably request in connection therewith and will take such other action as the Administrative Agent may reasonably request to create in favor of the Administrative Agent a perfected security interest on a first-priority basis in the Collateral being pledged pursuant to the documents described above.
Appears in 1 contract
Creation or Acquisition of Subsidiaries. (A) Subject to the provisions of Subsection 3.6, Borrower may from time to time create new Subsidiaries, and Subsidiaries of Borrower may create or acquire new Subsidiaries, provided that concurrently with Promptly upon (and in any event within ten Business Days thereafter30 days after) the creation or acquisition of any new SubsidiarySubsidiary (other than (i) an Excluded Subsidiary or (ii) a Stimulus Recipient Subsidiary if and for so long as the terms and conditions of any Permitted Stimulus Indebtedness or any grant received by such Stimulus Recipient Subsidiary from any Stimulus Source Agency prohibit, or it is reasonably anticipated that such terms and conditions will prohibit, such Stimulus Recipient Subsidiary from entering into a Joinder Agreement) by any Loan Party or any Subsidiary of any Loan Party, each such new Subsidiary will execute and deliver to Administrative Agent a Joinder Agreement, pursuant to which such new Subsidiary (i) shall become a party hereto as a Guarantor and (ii) shall become a party to the Pledge and Security Agreement and shall deliver to Administrative Agent all such other Security Documents and such legal opinions as Administrative Agent shall reasonably request, and shall grant to Administrative Agent a Lien upon and security interest in its Collateral, to the extent provided in the Security Documents, for the Secured Obligations (provided that no assets of a Foreign Subsidiary or a Foreign Subsidiary Holding Company shall be required to secure the Obligations by pledge or otherwise); and Promptly upon (and in any event within 30 days after (or such later date as Administrative Agent shall agree to in writing in its sole discretion)) the creation or acquisition of a new Subsidiary (other than a Stimulus Recipient Subsidiary if and for so long as the terms and conditions of any Permitted Stimulus Indebtedness or any grant received by such Stimulus Recipient Subsidiary from any Stimulus Source Agency prohibit, or it is reasonably anticipated that such terms and conditions will prohibit, the Equity Interests in such Stimulus Recipient Subsidiary from being pledged to Administrative Agent or require or it is reasonably anticipated will require that such Equity Interests be pledged to the applicable Stimulus Source Agency) by any Loan Party or any Subsidiary of any Loan Party, all the capital stock of or other equity interest in such new Subsidiary owned by any Loan Party or any Subsidiary of any Loan Party will be pledged to the Administrative Agent as follows (provided that any equity interests in any new foreign Foreign Subsidiary formed or acquired after the date hereof that constitutes Foreign Subsidiary Holding Company owned by a “controlled foreign corporation” under Section 956 of the IRC Loan Party or another Subsidiary (other than a Foreign Subsidiary or Foreign Subsidiary Holding Company) which, when aggregated with all of the other shares of equity interests in such Subsidiary pledged to Administrative Agent, would result in more than 65% of the total equity interests entitled to vote of such Subsidiary being pledged to Administrative Agent, need shall not be pledged; provided further that no assets of a Foreign Subsidiary or Foreign Subsidiary Holding Company, or any Subsidiary of either thereof or any Equity Interest issued by any such Subsidiary of either thereof, shall be required to secure the Obligations by pledge or otherwise): (i) if Borrower a Loan Party directly owns any of the capital stock of or other equity interest in such new Subsidiary, Borrower such Loan Party will Credit Agreement/Atlantic Tele-Network, Inc. execute and deliver to the Administrative Agent any an amendment or supplement to the Pledge and Security Agreement as Administrative Agent may reasonably request pursuant to which all such capital stock or other equity interest shall be pledged to the Administrative Agent, together, if applicable, together with the certificates evidencing such capital stock or other equity interest and undated stock or transfer powers duly executed in blankblank and such legal opinions as Administrative Agent may reasonably request; and (ii) if any of the capital stock of or other equity interest in such new Subsidiary is owned by another Subsidiary (other than a wholly-owned direct Foreign Subsidiary or indirect Foreign Subsidiary of BorrowerHolding Company), to the extent not already covered by the Pledge and Security Agreement, such other Subsidiary will execute and deliver to the Administrative Agent (except in connection with a Permitted Acquisition where the stock is pledged to another Person in connection with such acquisition or any debt assumed thereunder) an appropriate joinder, amendment or supplement to the Pledge and Security Agreement, pursuant to which all of the capital stock of or other equity interest in such new Subsidiary owned by such other Subsidiary shall be pledged to the Administrative Agent, together with the certificates evidencing such capital stock or other equity interest and undated stock or transfer powers duly executed in blankblank and such legal opinions as Administrative Agent may reasonably request. As promptly as reasonably possible, Borrower the Loan Parties and its their respective Subsidiaries will deliver any such other documents, certificates and opinions (including opinions of local counsel in the jurisdiction of organization of each such new Subsidiary), in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent may reasonably request in connection therewith and will take such other action as the Administrative Agent may reasonably request to create in favor of the Administrative Agent a perfected security interest on a first-priority basis in the Collateral being pledged pursuant to the documents described above. Administrative Agent may elect by written notice to Borrower to exempt (i) any new Subsidiary which is not wholly-owned directly or indirectly by the Loan Parties and/or (ii) any Loan Party that owns capital stock or other equity interest in such Subsidiary from the requirements of all or any portion of this Subsection 2.12 if it determines in its sole discretion that the costs to the Loan Parties of complying with all or such portion of this Subsection 2.12 exceed the relative benefit afforded the Secured Parties.
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Creation or Acquisition of Subsidiaries. (A) Subject to the provisions of Subsection 3.6, Borrower may from time to time create new Subsidiaries, and Subsidiaries of Borrower may create or acquire new Subsidiaries, provided that concurrently with Promptly (and in any event within ten Business Days thereafter30 days (or such later date as Administrative Agent shall agree to in writing in its sole discretion)) after (i) the creation or acquisition of a Subsidiary (other than an Excluded Subsidiary) by any new Loan Party or any Subsidiary of any Loan Party, or (ii) any Subsidiary that was an Excluded Subsidiary ceasing to be an Excluded Subsidiary, each such Subsidiary will execute and deliver to Administrative Agent a Joinder Agreement, pursuant to which such Subsidiary (x) shall become a party hereto as a Guarantor and (y) shall become a party to the Pledge and Security Agreement and shall deliver to Administrative Agent all such other Security Documents and such legal opinions as Administrative Agent shall reasonably request relating to such Subsidiary, and shall grant to Administrative Agent a Lien upon and security interest in its Collateral, to the extent provided in the Security Documents, for the Secured Obligation (provided that (1) no assets of a Foreign Subsidiary or a Foreign Subsidiary Holding Company shall be required to secure the Obligations by pledge or otherwise, (2) no such Subsidiary shall be required to grant to Administrative Agent a Lien upon and security interest in any individual parcel of real property Collateral to the extent that such parcel is valued at less than $2,500,000, as determined by such Subsidiary in its reasonable discretion, and (3) the requirements described in clauses (x) and (y) of this Subsection 2.12 shall be subject to, and conditioned upon, receipt of all necessary approvals, authorizations and consents, if any, of all Governmental Authorities, including the FCC and all applicable PUCs). Promptly (and in any event within 30 days (or such later date as Administrative Agent shall agree to in writing in its sole discretion)) after (i) the creation or acquisition of a Subsidiary (other than an Excluded Subsidiary) by any Loan Party or any Subsidiary of any Loan Party, or (ii) any Subsidiary that was an Excluded Subsidiary ceasing to be an Excluded Subsidiary, all the capital stock of or other equity interest in such new Subsidiary owned by any Loan Party or any Subsidiary of any Loan Party will be pledged to the Administrative Agent as follows (provided that any equity interests in any new foreign Foreign Subsidiary formed or acquired after the date hereof that constitutes Foreign Subsidiary Holding Company owned by a “controlled foreign corporation” under Section 956 of the IRC Loan Party or another Subsidiary (other than a Foreign Subsidiary or Foreign Subsidiary Holding Company) which, when aggregated with all of the other shares of equity interests in such Subsidiary pledged to Administrative Agent, would result in more than 65% of the total equity interests entitled to vote of such Subsidiary being pledged to Administrative Agent, need shall not be pledged; provided further that no assets of a Foreign Subsidiary or Foreign Subsidiary Holding Company, or any Subsidiary of either thereof or any Equity Interest issued by any such Subsidiary of either thereof, shall be required to secure the Obligations by pledge or otherwise; and, provided, further that such pledge shall be subject to, and conditioned upon, receipt of all necessary approvals, authorizations and consents, if any, of all Governmental Authorities, including the FCC and all applicable PUCs): (i) if Borrower a Loan Party directly owns any of the capital stock of or other equity interest in such new Subsidiary, Borrower such Loan Party will Credit Agreement/Atlantic Tele-Network, Inc. execute and deliver to the Administrative Agent any an amendment or supplement to the Pledge and Security Agreement as Administrative Agent may reasonably request pursuant to which all such capital stock or other equity interest shall be pledged to the Administrative Agent, together, if applicable, together with the certificates evidencing such capital stock or other equity interest and undated stock or transfer powers duly executed in blankblank and such legal opinions as Administrative Agent may reasonably request; and (ii) if any of the capital stock of or other equity interest in such new Subsidiary is owned by another Subsidiary (other than a wholly-owned direct Foreign Subsidiary or indirect Foreign Subsidiary of BorrowerHolding Company), to the extent not already covered by the Pledge and Security Agreement, such other Subsidiary will execute and deliver to the Administrative Agent (except in connection with a Permitted Acquisition where the stock is pledged to another Person in connection with such acquisition or any debt assumed thereunder) an appropriate joinder, amendment or supplement to the Pledge and Security Agreement, pursuant to which all of the capital stock of or other equity interest in such new Subsidiary owned by such other Subsidiary shall be pledged to the Administrative Agent, together with the certificates evidencing such capital stock or other equity interest and undated stock or transfer powers duly executed in blankblank and such legal opinions as Administrative Agent may reasonably request. As promptly as reasonably possible, Borrower the Loan Parties and its their respective Subsidiaries will deliver any such other documents, certificates and opinions (including opinions of local counsel in the jurisdiction of organization of each such new Subsidiary)) regarding such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent may reasonably request in connection therewith and will take such other action as the Administrative Agent may reasonably request to create in favor of the Administrative Agent a perfected security interest on a first-priority basis in the Collateral being pledged pursuant to the documents described above.
Appears in 1 contract
Creation or Acquisition of Subsidiaries. (A) Subject to the provisions of Subsection 3.6, Borrower may from time to time create new Subsidiaries, and Subsidiaries of Borrower may create or acquire new Subsidiaries, provided that concurrently with Promptly upon (and in any event within ten Business Days thereafter30 days after (or such later date as Administrative Agent shall agree to in writing in its sole discretion)) the creation or acquisition of any new Subsidiary (other than an Excluded Subsidiary or a Material Foreign Subsidiary) by any Loan Party or any Subsidiary (other than an Excluded Subsidiary or a Material Foreign Subsidiary) of any Loan Party, each such new Subsidiary will execute and deliver to Administrative Agent a Joinder Agreement, pursuant to which such new Subsidiary (i) shall become a party hereto as a Guarantor and (ii) shall become a party to the Pledge and Security Agreement and shall deliver to Administrative Agent all such other Security Documents as required by the terms of the Pledge and Security Agreement or this Agreement and such customary legal opinions as Administrative Agent shall reasonably request, and shall grant to Administrative Agent a Lien upon and security interest in its Collateral, to the extent provided in the Security Documents, for the Secured Obligations; and Promptly upon (and in any event within 30 days after (or such later date as Administrative Agent shall agree to in writing in its sole discretion)) the creation or acquisition of a new Subsidiary (other than an Excluded Subsidiary) by any Loan Party or any Subsidiary (other than an Excluded Subsidiary) of any Loan Party, all the capital stock of or other equity interest in such new Subsidiary owned by any Loan Party or any Subsidiary (other than an Excluded Subsidiary) of any Loan Party will be pledged to the Administrative Agent as follows (provided that any equity interests in any new foreign Material Foreign Subsidiary formed or acquired after the date hereof that constitutes a “controlled foreign corporation” under Section 956 of the IRC which, when aggregated with all of the other shares of equity interests in such Material Foreign Subsidiary pledged to Administrative Agent, would result in more than 65% of the total equity interests entitled to vote of such Material Foreign Subsidiary being pledged to Administrative Agent, need shall not be pledged): (i) if Borrower a Loan Party directly owns any of the capital stock of or other equity interest in such new Subsidiary, Borrower such Loan Party will Credit Agreement/Atlantic Tele-Network, Inc. execute and deliver to the Administrative Agent any an amendment or supplement to the Pledge and Security Agreement as Administrative Agent may reasonably request pursuant to which all such capital stock or other equity interest shall be pledged to the Administrative Agent, together, if applicable, together with the any certificates evidencing such capital stock or other equity interest and undated stock or transfer powers duly executed in blankblank as Administrative Agent may reasonably request; and (ii) if any of the capital stock of or other equity interest in such new Subsidiary is owned by a wholly-owned direct or indirect another Subsidiary of Borrower(other than an Excluded Subsidiary), to the extent not already covered by the Pledge and Security Agreement, such other Subsidiary will execute and deliver to the Administrative Agent (except in connection with a Permitted Acquisition where the stock is pledged to another Person in connection with such acquisition or any debt assumed thereunder) an appropriate joinder, amendment or supplement to the Pledge and Security Agreement, pursuant to which all of the capital stock of or other equity interest in such new Subsidiary owned by such other Subsidiary shall be pledged to the Administrative Agent, together with the certificates evidencing such capital stock or other equity interest and undated stock or transfer powers duly executed in blank. As promptly blank as reasonably possible, Borrower and its Subsidiaries will deliver any such other documents, certificates and opinions (including opinions of local counsel in the jurisdiction of organization of each such new Subsidiary), in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent may reasonably request in connection therewith and will take such other action as the request. Administrative Agent may reasonably request elect by notice to create Borrower to exempt (i) any new Subsidiary which is not wholly-owned directly or indirectly by the Loan Parties and/or (ii) any Loan Party that owns capital stock or other equity interest in favor such Subsidiary from the requirements of all or any portion of this Subsection 2.12 if it determines in its sole discretion that the costs to the Loan Parties of complying with all or such portion of this Subsection 2.12 exceed the relative benefit afforded the Secured Parties. Notwithstanding the above, so long as any Partnership is not wholly-owned directly or indirectly by the Loan Parties, such Partnership shall not be required to execute and deliver to Administrative Agent a perfected security interest on a first-priority basis in the Collateral being pledged pursuant to the documents described aboveJoinder Agreement.
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Creation or Acquisition of Subsidiaries. (A) Subject to the provisions of Subsection 3.6, Borrower may from time to time create new Subsidiaries, and Subsidiaries of Borrower may create or acquire new Subsidiaries, provided that concurrently Concurrently with (and in any event within ten Business Days 30 days thereafter) the creation or direct or indirect acquisition by a Grantor of any new Subsidiary, all the capital stock of or other equity interest in such new wholly owned Subsidiary will be pledged to the Administrative Agent as follows (provided that any equity interests in any new foreign Subsidiary formed or acquired after the date hereof that constitutes a “controlled foreign corporation” under Section 956 of the IRC which, when aggregated with all of the other shares of equity interests in such Subsidiary pledged to Administrative Agent, would result in more than 65% of the total equity interests of such Subsidiary being pledged to Administrative Agent, need not be pledged): (i) if Borrower directly owns any of the capital stock of or other equity interest in such new Subsidiary, Borrower will Credit Agreement/Atlantic Tele-Network, Inc. execute and deliver to the Administrative Agent any amendment or supplement to the Security Agreement as Administrative Agent may reasonably request pursuant to which all such capital stock or other equity interest shall be pledged to the Administrative Agent, together, if applicable, with the certificates evidencing such capital stock and undated stock powers duly executed in blank; and (ii) if any of the capital stock of or other equity interest in such new Subsidiary is owned by not a wholly-owned direct or indirect Foreign Subsidiary, is not a Foreign Subsidiary of Borrower, to the extent Holding Company and is not already covered prohibited from complying with this Section by the Pledge Agreementapplicable Law of any applicable PUC), each such other new Subsidiary will execute and deliver to the Administrative Agent CoBank (except unless such requirement is waived in connection with writing by CoBank in its sole discretion) a Permitted Acquisition where the stock is pledged joinder agreement, in form and substance acceptable to another Person CoBank in connection with such acquisition or any debt assumed thereunder) an appropriate joinder, amendment or supplement to the Security Agreementits sole discretion, pursuant to which all of the capital stock of or other equity interest in such new Subsidiary owned by (A) shall become a party to the Continuing Guaranty as a “Guarantor,” (B) shall become a party to the Loan Agreement as a “Loan Party” and (C) shall become a party hereto as a “Grantor” and shall deliver to CoBank all such other Subsidiary shall be pledged instruments, documents and agreements providing collateral security with respect to the Administrative AgentSecured Obligations as CoBank shall reasonably request, together with and shall grant to CoBank a first priority Lien upon and security interest in its Collateral (subject to Liens permitted under the certificates evidencing Loan Agreement), to the extent provided herein and in such capital stock instruments, documents and undated stock powers duly executed in blankagreements, for the Secured Obligations. Amended and Restated Pledge and Security Agreement/New Ulm Telecom, Inc. Loan No. RX0583 As promptly as reasonably possible, Borrower the Grantors and its their respective Subsidiaries will deliver any such other documents, certificates and opinions (including opinions of local counsel in the jurisdiction of organization of each such new SubsidiarySubsidiary and updated annexes to this Agreement), in form and substance reasonably satisfactory to the Administrative AgentCoBank, as the Administrative Agent CoBank may reasonably request in connection therewith and will take such other action as the Administrative Agent CoBank may reasonably request to create in favor of the Administrative Agent CoBank a perfected security interest on a first-priority basis in the Collateral being pledged pursuant to the documents described above.
Appears in 1 contract
Samples: Pledge and Security Agreement (New Ulm Telecom Inc)
Creation or Acquisition of Subsidiaries. (A) Subject to the provisions of Subsection 3.6Section 8.5, the Borrower may from time to time create or acquire new SubsidiariesWholly Owned Subsidiaries in connection with Permitted Acquisitions or otherwise, and the Wholly Owned Subsidiaries of the Borrower may create or acquire new Wholly Owned Subsidiaries, provided that that, concurrently with (and in any event within ten (10) Business Days thereafter) the creation or acquisition of any new Subsidiary, all the capital stock of or other equity interest in such new Subsidiary will be pledged to the Administrative Agent as follows (provided that any equity interests in any new foreign Subsidiary formed or acquired after the date hereof that constitutes a “controlled foreign corporation” under Section 956 of the IRC which, when aggregated with all of the other shares of equity interests in such Subsidiary pledged to Administrative Agent, would result in more than 65% of the total equity interests of such Subsidiary being pledged to Administrative Agent, need not be pledged): (i) if Borrower directly owns any of the capital stock of or other equity interest in such new Subsidiary, Borrower will Credit Agreement/Atlantic Tele-Network, Inc. execute and deliver to the Administrative Agent any amendment or supplement to the Security Agreement as Administrative Agent may reasonably request pursuant to which all such capital stock or other equity interest shall be pledged to the Administrative Agent, together, if applicable, with the certificates evidencing such capital stock and undated stock powers duly executed in blank; and (ii) if any of the capital stock of or other equity interest in such new Subsidiary is owned by a wholly-owned direct or indirect Subsidiary of Borrower, to the extent not already covered acquisition by the Pledge AgreementBorrower thereof, each such other new Subsidiary will execute and deliver to the Administrative Agent (except a Subsidiary Guaranty, substantially in connection with the form attached hereto as Exhibit E, or a Permitted Acquisition where the stock is pledged to another Person in connection with such acquisition or any debt assumed thereunder) an appropriate joinder, amendment or supplement to the Security Agreementjoinder thereto, pursuant to which all of the capital stock of or other equity interest in such new Subsidiary owned by shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents. Notwithstanding the foregoing, any such other new Subsidiary shall be pledged exempt from providing a Subsidiary Guaranty for so long as such new Subsidiary is an Insignificant Subsidiary. If a Subsidiary is deemed initially to be an Insignificant Subsidiary, the Borrower will continue to monitor whether such Subsidiary is an Insignificant Subsidiary, which monitoring shall include without limitation, calculating whether such Subsidiary satisfies clauses (ii) and (iii) of the definition of “Insignificant Subsidiary” within ten (10) Business Days after the Borrower is required to deliver the financial information under Section 6.1(a) and (b), as applicable. Within ten (10) Business Days after such Subsidiary fails to be an Insignificant Subsidiary, such Subsidiary will execute and deliver to the Administrative AgentAgent a Subsidiary Guaranty, together with the certificates evidencing such capital stock and undated stock powers duly executed in blank. As promptly as reasonably possible, Borrower and its Subsidiaries will deliver any such other documents, certificates and opinions (including opinions of local counsel substantially in the jurisdiction of organization of each form attached hereto as Exhibit E, or a joinder thereto, pursuant to which such new Subsidiary), Subsidiary shall guarantee the payment in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent may reasonably request in connection therewith and will take such other action as the Administrative Agent may reasonably request to create in favor full of the Administrative Agent a perfected security interest on a first-priority basis in Obligations of the Collateral being pledged pursuant to Borrower under this Agreement and the documents described above.other Credit Documents
Appears in 1 contract
Samples: Credit Agreement (Old Dominion Freight Line Inc/Va)
Creation or Acquisition of Subsidiaries. (A) Subject to the provisions of Subsection 3.6, Borrower may from time to time create new Subsidiaries, and Subsidiaries of Borrower may create or acquire new Subsidiaries, provided that concurrently Concurrently with (and in any event within ten Business Days 30 days thereafter) the creation or direct or indirect acquisition by a Grantor of any new Subsidiary, all the capital stock of or other equity interest in such new wholly owned Subsidiary will be pledged to the Administrative Agent as follows (provided that any equity interests in any new foreign Subsidiary formed or acquired after the date hereof that constitutes a “controlled foreign corporation” under Section 956 of the IRC which, when aggregated with all of the other shares of equity interests in such Subsidiary pledged to Administrative Agent, would result in more than 65% of the total equity interests of such Subsidiary being pledged to Administrative Agent, need not be pledged): (i) if Borrower directly owns any of the capital stock of or other equity interest in such new Subsidiary, Borrower will Credit Agreement/Atlantic Tele-Network, Inc. execute and deliver to the Administrative Agent any amendment or supplement to the Security Agreement as Administrative Agent may reasonably request pursuant to which all such capital stock or other equity interest shall be pledged to the Administrative Agent, together, if applicable, with the certificates evidencing such capital stock and undated stock powers duly executed in blank; and (ii) if any of the capital stock of or other equity interest in such new Subsidiary is owned by not a wholly-owned direct or indirect Foreign Subsidiary, is not a Foreign Subsidiary of Borrower, to the extent Holding Company and is not already covered prohibited from complying with this Section by the Pledge Agreementapplicable Law of any applicable PUC), each such other new Subsidiary will execute and deliver to the Administrative Agent CoBank (except unless such requirement is waived in connection with writing by CoBank in its sole discretion) a Permitted Acquisition where the stock is pledged joinder agreement, in form and substance acceptable to another Person CoBank in connection with such acquisition or any debt assumed thereunder) an appropriate joinder, amendment or supplement to the Security Agreementits sole discretion, pursuant to which all of the capital stock of or other equity interest in such new Subsidiary owned by (A) shall become a party to the Continuing Guaranty as a “Guarantor,” (B) shall become a party to the Loan Agreement as a “Loan Party” and (C) shall become a party hereto as a “Grantor” and shall deliver to CoBank all such other Subsidiary shall be pledged instruments, documents and agreements providing collateral security with respect to the Administrative AgentSecured Obligations as CoBank shall reasonably request, together with and shall grant to CoBank a first priority Lien upon and security interest in its Collateral (subject to Liens permitted under the certificates evidencing Loan Agreement), to the extent provided herein and in such capital stock instruments, documents and undated stock powers duly executed in blankagreements, for the Secured Obligations. As promptly as reasonably possible, Borrower the Grantors and its their respective Subsidiaries will deliver any such other documents, certificates and opinions (including opinions of local counsel in the jurisdiction of organization of each such new SubsidiarySubsidiary and updated annexes to this Agreement), in form and substance reasonably satisfactory to the Administrative AgentCoBank, as the Administrative Agent CoBank may reasonably request in connection therewith and will take such other action as the Administrative Agent CoBank may reasonably request to create in favor of the Administrative Agent CoBank a perfected security interest on a first-priority basis in the Collateral being pledged pursuant to the documents described above.
Appears in 1 contract
Samples: Pledge and Security Agreement (Nuvera Communications, Inc.)
Creation or Acquisition of Subsidiaries. (A) Subject to the provisions of Subsection 3.6, Borrower may from time to time create new Subsidiaries, and Subsidiaries of Borrower may create or acquire new Subsidiaries, provided that concurrently with Promptly upon (and in any event within ten Business Days thereafter30 days after) the creation or acquisition of any new SubsidiarySubsidiary (other than (i) an Excluded Subsidiary or (ii) a Stimulus Recipient Subsidiary if and for so long as the terms and conditions of any Permitted Stimulus Indebtedness or any grant received by such Stimulus Recipient Subsidiary from any Stimulus Source Agency prohibit, or it is reasonably anticipated that such terms and conditions will prohibit, such Stimulus Recipient Subsidiary from entering into a Joinder Agreement) by any Loan Party or any Subsidiary of any Loan Party, each such new Subsidiary will execute and deliver to Administrative Agent a Joinder Agreement, pursuant to which such new Subsidiary (i) shall become a party hereto as a Guarantor and (ii) shall become a party to the Pledge and Security Agreement and shall deliver to Administrative Agent all such other Security Documents and such legal opinions as Administrative Agent shall reasonably request, and shall grant to Administrative Agent a Lien upon and security interest in its Collateral, to the extent provided in the Security Documents, for the Secured Obligations (provided that no assets of a Foreign Subsidiary or a Foreign Subsidiary Holding Company shall be required to secure the Obligations by pledge or otherwise); and Promptly upon (and in any event within 30 days after (or such later date as Administrative Agent shall agree to in writing in its sole discretion)) the creation or acquisition of a new Subsidiary (other than a Stimulus Recipient Subsidiary if and for so long as the terms and conditions of any Permitted Stimulus Indebtedness or any grant received by such Stimulus Recipient Subsidiary from any Stimulus Source Agency prohibit, or it is reasonably anticipated that such terms and conditions will prohibit, the Equity Interests in such Stimulus Recipient Subsidiary from being pledged to Administrative Agent or require or it is reasonably anticipated will require that such Equity Interests be pledged to the applicable Stimulus Source Agency) by any Loan Party or any Subsidiary of any Loan Party, all the capital stock of or other equity interest in such new Subsidiary owned by any Loan Party or any Subsidiary of any Loan Party will be pledged to the Administrative Agent as follows (provided that any equity interests in any new foreign Foreign Subsidiary formed or acquired after the date hereof that constitutes Foreign Subsidiary Holding Company owned by a “controlled foreign corporation” under Section 956 of the IRC Loan Party or another Subsidiary (other than a Foreign Subsidiary or Foreign Subsidiary Holding Company) which, when aggregated with all of the other shares of equity interests in such Subsidiary pledged to Administrative Agent, would result in more than 65% of the total equity interests entitled to vote of such Subsidiary being pledged to Administrative Agent, need shall not be pledged; provided further that no assets of a Foreign Subsidiary or Foreign Subsidiary Holding Company, or any Subsidiary of either thereof or any Equity Interest issued by any such Subsidiary of either thereof, shall be required to secure the Obligations by pledge or otherwise): (i) if Borrower a Loan Party directly owns any of the capital stock of or other equity interest in such new Subsidiary, Borrower such Loan Party will Credit Agreement/Atlantic Tele-Network, Inc. execute and deliver to the Administrative Agent any an amendment or supplement to the Pledge and Security Agreement as Administrative Agent may reasonably request pursuant to which all such capital stock or other equity interest shall be pledged to the Administrative Agent, together, if applicable, together with the certificates evidencing such capital stock or other equity interest and undated stock or transfer powers duly executed in blankblank and such legal opinions as Administrative Agent may reasonably request; and (ii) if any of the capital stock of or other equity interest in such new Subsidiary is owned by another Subsidiary (other than a wholly-owned direct Foreign Subsidiary or indirect Foreign Subsidiary of BorrowerHolding Company), to the extent not already covered by the Pledge and Security Agreement, such other Subsidiary will execute and deliver to the Administrative Agent (except in connection with a Permitted Acquisition where the stock is pledged to another Person in connection with such acquisition or any debt assumed thereunder) an appropriate joinder, amendment or supplement to the Pledge and Security Agreement, pursuant to which all of the capital stock of or other equity interest in such new Subsidiary owned by such other Subsidiary shall be pledged to the Administrative Agent, together with the certificates evidencing such capital stock or other equity interest and undated stock or transfer powers duly executed in blankblank and such legal opinions as Administrative Agent may reasonably request. As promptly as reasonably possible, Borrower the Loan Parties and its their respective Subsidiaries will deliver any such other documents, certificates and opinions (including opinions of local counsel in the jurisdiction of organization of each such new Subsidiary), in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent may reasonably request in connection therewith and will take such other action as the Administrative Agent may reasonably request to create in favor of the Administrative Agent a perfected security interest on a first-priority basis in the Collateral being pledged pursuant to the documents described above. Administrative Agent may elect by written notice to Borrower to exempt (i) any new Subsidiary which is not wholly-owned directly or indirectly by the Loan Parties and/or (ii) any Loan Party that owns capital stock or other equity interest in such Subsidiary from the requirements of all or any portion of this Subsection 2.12 if it determines in its sole discretion that the costs to the Loan Parties of complying with all or such portion of this Subsection 2.12 exceed the relative benefit afforded the Secured Parties. Notwithstanding the above, so long as any Partnership is not wholly-owned directly or indirectly by the Loan Parties, such Partnership shall not be required to execute and deliver to Administrative Agent a Joinder Agreement.
Appears in 1 contract
Creation or Acquisition of Subsidiaries. (A) Subject to the provisions of Subsection 3.6, Borrower may from time to time create new Subsidiaries, and Subsidiaries of Borrower may create or acquire new Subsidiaries, provided that concurrently with Promptly upon (and in any event within ten Business Days thereafter10 days after (or such later date as Administrative Agent shall agree to in writing in its sole discretion) the creation or acquisition of any new Subsidiary (other than an Excluded Subsidiary) by any Loan Party or any Subsidiary of any Loan Party, each such new Subsidiary will execute and deliver to Administrative Agent a Joinder Agreement, pursuant to which such new Subsidiary (i) shall become a party hereto as a Guarantor and (ii) shall become a party to the Pledge and Security Agreement and shall deliver to Administrative Agent all such other Security Documents and such legal opinions as Administrative Agent shall reasonably request relating to such new Subsidiary, and shall grant to Administrative Agent a Lien upon and security interest in its Collateral, to the extent provided in the Security Documents, for the Secured Obligation (provided that no assets of an Excluded Subsidiary, a Foreign Subsidiary or a Foreign Subsidiary Holding Company shall be required to secure the Obligations by pledge or otherwise). Promptly upon (and in any event within 10 days after (or such later date as Administrative Agent shall agree to in writing in its sole discretion) the creation or acquisition of any new Excluded Subsidiary by any Loan Party or any Subsidiary of a Loan Party, unless otherwise determined by Administrative Agent in its sole discretion, such new Excluded Subsidiary will execute and deliver to Administrative Agent a Negative Pledge Agreement in form and substance satisfactory to Administrative Agent in its sole discretion. Promptly upon (and in any event within 10 days after (or such later date as Administrative Agent shall agree to in writing in its sole discretion)) the creation or acquisition of a new Subsidiary by any Loan Party or any Subsidiary of any Loan Party, all the capital stock of or other equity interest in such new Subsidiary owned by any Loan Party or any Subsidiary of any Loan Party will be pledged to the Administrative Agent as follows (provided that any equity interests in any new foreign Foreign Subsidiary formed or acquired after the date hereof that constitutes Foreign Subsidiary Holding Company owned by a “controlled foreign corporation” under Section 956 of the IRC Loan Party or another Subsidiary (other than a Foreign Subsidiary or Foreign Subsidiary Holding Company) which, when aggregated with all of the other shares of equity interests in such Subsidiary pledged to Administrative Agent, would result in more than 65% of the total equity interests entitled to vote of such Subsidiary being pledged to Administrative Agent, need shall not be pledged; provided further that no assets of a Foreign Subsidiary or Foreign Subsidiary Holding Company, or any Subsidiary of either thereof or any Equity Interest issued by any such Subsidiary of either thereof, shall be required to secure the Obligations by pledge or otherwise): (i) if Borrower a Loan Party directly owns any of the capital stock of or other equity interest in such new Subsidiary, Borrower such Loan Party will Credit Agreement/Atlantic Tele-Network, Inc. execute and deliver to the Administrative Agent any an amendment or supplement to the Pledge and Security Agreement as Administrative Agent may reasonably request pursuant to which all such capital stock or other equity interest shall be pledged to the Administrative Agent, together, if applicable, together with the certificates evidencing such capital stock or other equity interest and undated stock or transfer powers duly executed in blankblank and such legal opinions as Administrative Agent may reasonably request; and (ii) if any of the capital stock of or other equity interest in such new Subsidiary is owned by another Subsidiary (other than a wholly-owned direct Foreign Subsidiary or indirect Foreign Subsidiary of BorrowerHolding Company), to the extent not already covered by the Pledge and Security Agreement, such other Subsidiary will execute and deliver to the Administrative Agent (except in connection with a Permitted Acquisition where the stock is pledged to another Person in connection with such acquisition or any debt assumed thereunder) an appropriate joinder, amendment or supplement to the Pledge and Security Agreement, pursuant to which all of the capital stock of or other equity interest in such new Subsidiary owned by such other Subsidiary shall be pledged to the Administrative Agent, together with the certificates evidencing such capital stock or other equity interest and undated stock or transfer powers duly executed in blankblank and such legal opinions as Administrative Agent may reasonably request. Credit Agreement/Shenandoah Telecommunications Company As promptly as reasonably possible, Borrower the Loan Parties and its their respective Subsidiaries will deliver any such other documents, certificates and opinions (including opinions of local counsel in the jurisdiction of organization of each such new Subsidiary)) regarding such new Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent may reasonably request in connection therewith and will take such other action as the Administrative Agent may reasonably request to create in favor of the Administrative Agent a perfected security interest on a first-priority basis in the Collateral being pledged pursuant to the documents described above.
Appears in 1 contract
Samples: Credit Agreement (Shenandoah Telecommunications Co/Va/)
Creation or Acquisition of Subsidiaries. (A) Subject to the provisions The Borrower shall not, nor shall it permit any of Subsection 3.6its Subsidiaries to, Borrower may from time to time create new Subsidiaries, and Subsidiaries of Borrower may create or acquire new Subsidiariesany Subsidiary (other than Subsidiaries existing on the Closing Date and disclosed pursuant to Section 8.19 hereto) unless (a) one hundred percent (100%) of the Capital Stock of such Subsidiary is owned by the Borrower or a Guarantor, provided that concurrently with (and in any event within ten Business Days thereafterb) prior to the creation formation or acquisition of any new such Subsidiary, all the capital stock of or other equity interest in such new Subsidiary will be pledged to Borrower shall notify the Administrative Agent as follows thereof, and (provided that any equity interests in any new foreign Subsidiary formed or acquired after the date hereof that constitutes a “controlled foreign corporation” under Section 956 c) within ten (10) days of the IRC which, when aggregated with all of the other shares of equity interests in such Subsidiary pledged to Administrative Agent, would result in more than 65% of the total equity interests formation or acquisition of such Subsidiary being pledged to Administrative AgentSubsidiary, need not be pledged): the Borrower or such Guarantor shall (i) if Borrower directly owns any take all steps as may be necessary or advisable in the reasonable opinion of the capital stock of or other equity interest in such new Subsidiary, Borrower will Credit Agreement/Atlantic Tele-Network, Inc. execute and deliver to the Administrative Agent any amendment or supplement to the Security Agreement as Administrative Agent may reasonably request pursuant to which all such capital stock or other equity interest shall be pledged pledge to the Administrative Agent, together, if applicable, with for the certificates evidencing such capital stock and undated stock powers duly executed in blank; and (ii) if any benefit of the capital stock of or other equity interest in such new Subsidiary is owned by Lenders, on a whollyperfected, first-owned direct or indirect Subsidiary of Borrower, priority basis (subject only to the extent not already covered by the Pledge Agreement, such other Subsidiary will execute and deliver Permitted Liens entitled to the Administrative Agent (except in connection with a Permitted Acquisition where the stock is pledged to another Person in connection with such acquisition or any debt assumed thereunderpriority under applicable law) an appropriate joinder, amendment or supplement to the Security Agreement, pursuant to which all of the capital stock Capital Stock of such Subsidiary pursuant to a Pledge Agreement or other equity interest in such new Subsidiary owned by such other Subsidiary shall be pledged to the Administrative Agent, together with the certificates evidencing such capital stock and undated stock powers duly executed in blank. As promptly as reasonably possible, Borrower and its Subsidiaries will deliver any such other documents, certificates and opinions (including opinions of local counsel in the jurisdiction of organization of each such new Subsidiary), pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, which such Pledge Agreement or other pledge agreement shall be a Security Document hereunder (provided, however, that the Borrower or such Guarantor shall in no event be required to pledge more than sixty-five percent (65%) of the Voting Stock of any Subsidiary organized under the laws of a jurisdiction other than the United States of America or a state or other subdivision of the United States of America or any Capital Stock constituting Excluded Collateral), and (ii) cause such Subsidiary (unless such Subsidiary is organized under the laws of a jurisdiction other than the United States of America or a state or other subdivision of the United States of America) to guaranty all of the Obligations hereunder pursuant to a Guaranty, which such Guaranty shall be a Security Document hereunder, and take all steps as may be necessary or advisable in the Administrative Agent may reasonably request in connection therewith and will take such other action as the Administrative Agent may reasonably request to create in favor reasonable opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders, a first priority, perfected security interest on a first-(subject only to Permitted Liens entitled to priority basis under applicable law) in the Collateral being pledged substantially all of its assets (other than Excluded Collateral) as collateral security for such Guaranty, pursuant to a Security Agreement and such other security documents, mortgages, pledges and other documents in form and substance reasonably satisfactory to the Administrative Agent, each of which documents described aboveshall be Security Documents hereunder.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Buca Inc /Mn)
Creation or Acquisition of Subsidiaries. (A) Subject to the provisions of Subsection 3.6, Borrower may from time to time create new Subsidiaries, and Subsidiaries of Borrower may create or acquire new Subsidiaries, provided that concurrently with Promptly upon (and in any event within ten Business Days thereafter10 days after (or such later date as Administrative Agent shall agree to in writing in its sole discretion) the creation or Acquisition of any new Subsidiary (other than an Excluded Subsidiary) by any Loan Party or any Subsidiary of any Loan Party, each such new Subsidiary will execute and deliver to Administrative Agent a Joinder Agreement, pursuant to which such new Subsidiary (i) shall become a party hereto as a Guarantor and (ii) shall become a party to the Pledge and Security Agreement and shall deliver to Administrative Agent all such other Security Documents and such legal opinions as Administrative Agent shall reasonably request relating to such new Subsidiary, and shall grant to Administrative Agent a Lien upon and Security Interest in its Collateral, to the extent provided in the Security Documents, for the Secured Obligation (provided that no assets of an Excluded Subsidiary, a Foreign Subsidiary or a Foreign Subsidiary Holding Company shall be required to secure the Obligations by pledge or otherwise). Promptly upon (and in any event within 10 days after (or such later date as Administrative Agent shall agree to in writing in its sole discretion) the creation or Acquisition of any new Excluded Subsidiary by any Loan Party or any Subsidiary of a Loan Party, unless otherwise determined by Administrative Agent in its sole discretion, such new Excluded Subsidiary will execute and deliver to Administrative Agent a Negative Pledge Agreement in form and substance satisfactory to Administrative Agent in its sole discretion. Promptly upon (and in any event within 10 days after (or such later date as Administrative Agent shall agree to in writing in its sole discretion)) the creation or acquisition of a new Subsidiary by any new SubsidiaryLoan Party or any Subsidiary of any Loan Party, all the capital stock of or other equity interest in such new Subsidiary owned by any Loan Party or any Subsidiary of any Loan Party will be pledged to the Administrative Agent as follows (provided that any equity interests in any new foreign Foreign Subsidiary formed or acquired after the date hereof that constitutes Foreign Subsidiary Holding Company owned by a “controlled foreign corporation” under Section 956 of the IRC Loan Party or another Subsidiary (other than a Foreign Subsidiary or Foreign Subsidiary Holding Company) which, when aggregated with all of the other shares of equity interests in such Subsidiary pledged to Administrative Agent, would result in more than 65% of the total equity interests entitled to vote of such Subsidiary being pledged to Administrative Agent, need shall not be pledged; provided further that no assets of a Foreign Subsidiary or Foreign Subsidiary Holding Company, or any Subsidiary of either thereof or any capital stock or other equity interest issued by any such Subsidiary of either thereof, shall be required to secure the Obligations by pledge or otherwise): (i) if Borrower a Loan Party directly owns any of the capital stock of or other equity interest in such new Subsidiary, Borrower such Loan Party will Credit Agreement/Atlantic Tele-Network, Inc. execute and deliver to the Administrative Agent any an amendment or supplement to the Pledge and Security Agreement as Administrative Agent may reasonably request pursuant to which all such capital stock or other equity interest shall be pledged to the Administrative Agent, together, if applicable, together with the certificates evidencing such capital stock or other equity interest and undated stock or transfer powers duly executed in blankblank and such legal opinions as Administrative Agent may reasonably request; and (ii) if any of the capital stock of or other equity interest in such new Subsidiary is owned by another Subsidiary (other than a wholly-owned direct Foreign Subsidiary or indirect Foreign Subsidiary of BorrowerHolding Company), to the extent not already covered by the Pledge and Security Agreement, such other Subsidiary will execute and deliver to the Administrative Agent (except in connection with a Permitted Acquisition where the stock is pledged to another Person in connection with such acquisition or any debt assumed thereunder) an appropriate joinder, amendment or supplement to the Pledge and Security Agreement, pursuant to which all of the capital stock of or other equity interest in such new Subsidiary owned by such other Subsidiary shall be pledged to the Administrative Agent, together with the certificates evidencing such capital stock or other equity interest and undated stock or transfer powers duly executed in blankblank and such legal opinions as Administrative Agent may reasonably request. Amended and Restated Credit Agreement/Shenandoah Telecommunications Company As promptly as reasonably possible, Borrower the Loan Parties and its their respective Subsidiaries will deliver any such other documents, certificates and opinions (including opinions of local counsel in the jurisdiction of organization of each such new Subsidiary)) regarding such new Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent may reasonably request in connection therewith and will take such other action as the Administrative Agent may reasonably request to create in favor of the Administrative Agent a perfected security interest on a first-priority basis in the Collateral being pledged pursuant to the documents described above.
Appears in 1 contract
Samples: Credit Agreement (Shenandoah Telecommunications Co/Va/)
