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 permitted under Section 6.04 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.
Appears in 4 contracts
Samples: Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding Corp.)
Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided provided, that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of BorrowerSubsidiaries, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment permitted under made pursuant to Section 6.04 6.04(f) or (iii) acquire one or more Subsidiaries in connection with a Permitted AcquisitionAcquisition or another Investment permitted hereunder, so long as, in each case, Section 5.11(b) 5.10 shall be complied with.
Appears in 3 contracts
Samples: Credit Agreement (Edgen Group Inc.), Credit Agreement (Edgen Group Inc.), Credit Agreement (Edgen Group Inc.)
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 BorrowerSubsidiaries, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment permitted under made pursuant to Section 6.04 6.04(f), or (iii) acquire one or more Subsidiaries in connection with a Permitted AcquisitionAcquisition or another Investment permitted hereunder, so long as, in each case, Section 5.11(b) 5.11 shall be complied with.
Appears in 3 contracts
Samples: Credit Agreement (BioScrip, Inc.), Credit Agreement (BioScrip, Inc.), Credit Agreement (BioScrip, Inc.)
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 Loan Parties may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, Holdings or (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment permitted under made pursuant to Section 6.04 6.04(d), (k), (m), (o) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisitionp), so long as, in each case, Section 5.11(b) shall be complied with.
Appears in 2 contracts
Samples: Security Agreement (Novelis South America Holdings LLC), Credit Agreement (Novelis Inc.)
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 and its Subsidiaries may (i) establish or create one or more Wholly Owned Subsidiaries of BorrowerSubsidiaries, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment permitted under made pursuant to Section 6.04 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.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (CPI International Holding Corp.), Credit Agreement (CPI International Holding Corp.)
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 BorrowerSubsidiaries, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment permitted under made pursuant to Section 6.04 6.04(f), or (iii) acquire one or more Subsidiaries in connection with a Permitted AcquisitionAcquisition or another Investment permitted hereunder, so long as, in each case, Section 5.11(b) 5.12 shall be complied with.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Critical Homecare Solutions Holdings, Inc.), Second Lien Term Loan Agreement (Critical Homecare Solutions Holdings, Inc.)
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 Loan Parties may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, Holdings or (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment permitted under made pursuant to Section 6.04 6.04(d), (k), (m), (n), (o) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisitionp), so long as, in each case, Section 5.11(b) shall be complied with.
Appears in 2 contracts
Samples: Security Agreement (Novelis South America Holdings LLC), Credit Agreement (Novelis Inc.)
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 BorrowerSubsidiaries, or (ii) establish, create or acquire one or more Domestic Subsidiaries in connection with an Investment permitted here under Section 6.04 or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition6.04, so long as, in each case, Section 5.11(b) 5.11 shall be complied with.
Appears in 1 contract
Samples: Credit Agreement (PHC Inc /Ma/)
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 permitted under made pursuant to Section 6.04 6.04(e) 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.
Appears in 1 contract
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 permitted under Section 6.04 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.
Appears in 1 contract
Samples: Credit Agreement (PAS, Inc.)
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 permitted under made pursuant to Section 6.04 or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b5.10(b) shall be complied with.
Appears in 1 contract
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 and its Subsidiaries may (i) establish or create one or more Wholly Owned Subsidiaries of BorrowerSubsidiaries, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment permitted under made pursuant to Section 6.04 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.. 130
Appears in 1 contract
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, either Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of such Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment permitted under made pursuant to Section 6.04 or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b5.10(b) shall be complied with.
Appears in 1 contract
Samples: Credit Agreement (Bearingpoint Inc)
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 permitted under made pursuant to Section 6.04 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(b5.10(b) shall be complied with.
Appears in 1 contract
Samples: Credit Agreement (Itron Inc /Wa/)
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, Borrower or (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment permitted under Section 6.04 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 withwith to the extent required by such section.
Appears in 1 contract
Samples: Credit Agreement (Ducommun Inc /De/)