Common use of Limitation on Creation of Subsidiaries Clause in Contracts

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. 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(g6.03(f).

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided Lender, except that (i) Borrower may acquire one or more Wholly Owned Subsidiaries in any Permitted Acquisition and (aii) 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 (iexcept to the extent any of the following is expressly exempted or otherwise limited pursuant to Section 5.10(b), but subject, in any event, to the requirements of Section 5.10(c)): (a) the relevant percentage 100% of the Equity Interest of any new Subsidiary is upon the acquisition, creation or establishment of any such new Subsidiary pledged and delivered to the Collateral Agent Lender for the its benefit of the Secured Parties under the applicable Security Agreement in accordance with Section 5.11Agreement; and (iib) upon the acquisition, 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 applicable Loan Documents to the extent required by all in accordance with Section 5.115.10(b); and (bc) establish, create or acquire one or more Subsidiaries that are not Wholly Owned Subsidiaries without any Investment made in any such consent if such Subsidiaries are acquired in connection with a Permitted Acquisition or pursuant to Investments Subsidiary is permitted by under Section 6.03(g)6.03.

Limitation on Creation of Subsidiaries. EstablishThe Borrower shall not establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that the Borrower may and its Wholly-Owned Domestic Subsidiaries (a) may make investments permitted under Section 9.06 (xiii) without such consent and (b) may establish or create one or more Wholly Wholly-Owned Subsidiaries of the Borrower or one of its Wholly Owned Subsidiaries without such consent so long as, in the case of Subsidiaries created as provided in this clause (b) and in the case of any Subsidiary created as contemplated in clause (a) but only in the event such Subsidiary guarantees, or is required to guaranty, any amounts in respect of the Senior Subordinated Notes or any Additional Subordinated Debt, (i) the relevant percentage 100% of the Equity Interest capital stock of any new Domestic Subsidiary (or all capital stock of any new Foreign Subsidiary which is owned by any Credit 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 Establishment of any such new Subsidiary pledged and delivered to the Collateral Agent for the benefit of the Secured Parties Creditors under the Security Pledge Agreement in accordance with Section 5.11; and (ii) upon the creation or establishment of any such new Wholly Owned Subsidiary, Domestic Subsidiary such Domestic Subsidiary becomes a party to executes the applicable additional Security Documents and shall become a Subsidiary Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents guaranty required to the extent required be executed by it in accordance with 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)8.10.

Limitation on Creation of Subsidiaries. Establish, The Borrower shall not establish or create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that (i) the 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 (ia) the relevant percentage all of the Equity Interest Capital Stock of any new Domestic Subsidiary that is upon owned by any Loan Party (or all Capital Stock of any new Foreign Subsidiary which is owned by any Loan Party, except that, subject to the creation or establishment provisions of Section 8.05(ix), not more than 65% of the Voting Stock of any such new Foreign Subsidiary shall be required to be so pledged) is pledged and delivered to the Collateral Administrative Agent for the ratable benefit of the Secured Parties under the Security Agreement in accordance with Section 5.11; 7.11 and (iib) upon the creation or establishment of any such new Wholly Owned Domestic Subsidiary other than an Excluded Subsidiary, such Domestic Subsidiary becomes a party to executes the applicable Additional Security Documents and shall become a Subsidiary Guarantor hereunder and execute a Joinder Agreement and the other Loan Documents guaranty required to the extent required be executed by it in accordance with Section 5.11; 7.11 and (bii) establish, the Borrower may establish or create or acquire one or more Excluded Subsidiaries that are not Wholly Owned Subsidiaries in accordance with the definition of "Excluded Subsidiaries" set forth in Section 1.01 without such consent if such so long as all Capital Stock of any new Excluded Subsidiaries are acquired which is owned by any Loan Party is pledged and delivered to the Administrative Agent for the ratable benefit of the Secured Parties under the Security Agreement in connection accordance with a Permitted Acquisition or pursuant to Investments permitted by Section 6.03(g)7.11.