Limitation on Creation of Subsidiaries. Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any Subsidiary, provided that Borrower and its Wholly-Owned Subsidiaries may (x) establish, create and, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and (y) establish, create and acquire non-Wholly-Owned Subsidiaries to the extent permitted by the definition of Permitted Acquisition, in each case so long as (i) all of the capital stock and other equity interests of such new Subsidiary (except in the case of a Foreign Subsidiary, in which case, 65% of the capital stock and other equity interests) are (to the extent owned by a Credit Party) pledged to the Lender pursuant to, and to the extent required by, the Security Agreement, (ii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers to the Lender a counterpart of the Subsidiaries Guaranty and the Security Agreement, (iii) each such new Wholly-Owned Domestic Subsidiary (and, to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) enters into such mortgages and other Additional Security Documents as Lender may require pursuant to Section 8.12 and (iv) each such new Wholly-Owned Domestic Subsidiary (and to the extent required by Section 8.13, each new Wholly-Owned Foreign Subsidiary) executes and delivers all other relevant documentation (including opinions of counsel, resolutions, officers’ certificates and UCC financing statements) of the type described in Section 5 as such new Subsidiary would have had to deliver if it were a Credit Party on the Effective Date.
Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with.
Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided, that (A) Intermediate Holdings may establish or create one or more Foreign Subsidiaries to accomplish Permitted Non-Loan Funded Acquisitions as long as, if such new Foreign Subsidiary is a first-tier Foreign Subsidiary (a) 100% of the Equity Interest of any such Foreign Subsidiary is upon the creation or establishment of any such new Subsidiary (or if such pledge would have a material adverse tax impact on Intermediate Holdings (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of the Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements or (B) Borrower may establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (a) 100% of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary (or, in the case of Foreign Subsidiaries if such pledge would have a material adverse tax impact on Borrower (determined at the reasonable judgment of the Administrative Agent after consultation with Borrower), 65% of such Equity Interest is) pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreements and Foreign Pledge Agreements (other than fund non-Wholly Owned Subsidiaries acquired in connection with a Permitted Acquisition or pursuant to Investments pursuant to Section 6.04(h)); (b) upon the creation or establishment of any such new Wholly Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Documents and shall become a Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents all in accordance with Section 5.11(b) above and (c) such new Subsidiary is a Domestic Subsidiary or a Canadian Subsidiary.
Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that Borrower may (a) establish or create one or more Wholly Owned Subsidiaries of Borrower or one of its Wholly Owned Subsidiaries without such consent so long as (i) the relevant percentage of the Equity Interest of any new Subsidiary is upon the creation or establishment of any such new Subsidiary pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreement in accordance with Section 5.11; and (ii) upon the creation or establishment of any such new Wholly Owned Subsidiary, such Subsidiary becomes a party to the applicable Security Documents and shall become a Subsidiary Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents to the extent required by Section 5.11; and (b) establish, create or acquire one or more Subsidiaries that are not Wholly Owned Subsidiaries without such consent if such Subsidiaries are acquired in connection with a Permitted Acquisition or pursuant to Investments permitted by Section 6.03(g).
Limitation on Creation of Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Banks, provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as (i) at least 10 Business Days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) such new Subsidiaries shall execute and deliver such guarantees and security documents as the Administrative Agent and/or the Required Banks shall request (including documents substantially similar to or amendments to each of the Pledge Agreement and the Security Agreement), and in such forms as shall be satisfactory to them, (iii) the holders of the capital stock of such new Subsidiaries shall execute and deliver additional pledge agreements, in form and substance satisfactory to the Administrative Agent and (iv) such new Subsidiaries shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5A as such new Subsidiaries would have had to deliver if such new Subsidiaries were Credit Parties on the Effective Date.
Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, create or, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and, to the extent permitted by Section 10.05(xvi) and the definition of "Permitted Acquisition", non-Wholly-Owned Subsidiaries, so long as
(i) the equity interests of each such new Subsidiary (to the extent owned by a Credit Party) is pledged pursuant to, and to the extent required by, the Pledge Agreement,
(ii) each such new Domestic Subsidiary (and, to the extent required by Section 9.13, each such new Foreign Subsidiary) executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement, and
(iii) each such new Domestic Subsidiary (and, to the extent required by Section 9.13, each such new Foreign Subsidiary), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 9.11. In addition, each such new Domestic Subsidiary (and, to the extent required by Section 9.13, each such new Foreign Subsidiary) shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 6 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date.
Limitation on Creation of Subsidiaries. The Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, establish, create or acquire any additional Subsidiaries without the prior written consent of the Requisite Lenders; provided that, without such consent, Borrower may (i) establish or create one or more wholly owned Subsidiaries of Borrower and (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(x) or (xi), so long as, in each case, Section 5.11 shall be complied with.
Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that the Borrower may establish or create one or more Wholly Owned Subsidiaries of the Borrower without such consent so long as (a) 100% of the capital stock of any new Domestic Subsidiary (or all capital stock of any new Foreign Subsidiary which is owned by any Loan Party, except that not more than 65% of the voting stock of any such Foreign Subsidiary shall be required to be so pledged) is upon the creation or establishment of any such new Subsidiary pledged and delivered to the Collateral Agent for the benefit of the Secured Parties under the Security Agreement and (b) upon the creation or establishment of any such new Domestic Subsidiary such Domestic Subsidiary becomes a party to the applicable Security Documents in accordance with Section 5.11 and the other Loan Documents.
Limitation on Creation of Subsidiaries. The Company shall not create or acquire, nor permit any of its Subsidiaries to create or acquire, any Subsidiary other than (i) a Subsidiary existing as of the date of this Indenture that is a Subsidiary Guarantor or (ii) a Subsidiary acquired or created which shall, at the time it has either assets or shareholder's equity in excess of $1,000, become a Subsidiary Guarantor and execute a supplemental indenture, in the form attached as Exhibit I and reasonably satisfactory in form and substance to the Indenture Trustee (and with such documentation relating thereto as the Indenture Trustee shall require, including, without limitation, an Opinion of Counsel as to the enforceability of such supplemental indenture and Subsidiary Guarantee).
Limitation on Creation of Subsidiaries. Holdings will not, and will not permit any of the Restricted Subsidiaries to establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, the Canadian Borrower and its Restricted Subsidiaries may (i) establish or create or acquire one or more Wholly Owned Subsidiaries of the Canadian Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.05 or Schedule 6.14 and (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.10 shall be complied with.
