Common use of Limitation on Creation of Subsidiaries Clause in Contracts

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 Notwithstanding anything to the contrary contained in this Agreement, the Borrower shall will not, and shall will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any additional Subsidiaries without Subsidiary; provided that, the prior written consent of the Required Banks, provided that the (A) Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as as, in each case, (i) at least 10 Business Days15 days' prior written notice thereof is given to the Agents (or such lesser notice shorter period of time as is acceptable to the Administrative Agent) is given to the Administrative AgentAgents), (ii) the capital stock of such new Subsidiary (or 65% of the outstanding capital stock of a Foreign Subsidiary) is promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent, (iii) such new Subsidiary (other than a Foreign Subsidiary except to the extent otherwise required pursuant to Section 8.13) promptly executes a counterpart of the 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 Guaranty, 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) to the extent requested by the Agents or the Required Banks, takes all actions required pursuant to Section 8.12 and (B) Subsidiaries may be acquired pursuant to Permitted Acquisitions so long as, in each such case the actions specified in preceding clause (A) shall be taken. In addition, each new Subsidiaries Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5A 5 as such new Subsidiaries Subsidiary would have had to deliver if such new Subsidiaries Subsidiary were a Credit Parties Party on the Effective Initial Borrowing Date.

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 in connection with the acquisition or development of new fitness clubs or sports facilities so long as (i) at least 10 Business Days5 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 5 as such new Subsidiaries would have had to deliver if such new Subsidiaries were Credit Parties on the Restatement Effective Date.

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 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 Days5 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 5 as such new Subsidiaries would have had to deliver if such new Subsidiaries were Credit Parties on the Restatement Effective Date.

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 Days5 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 Subsidiary Guaranty, 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 5 as such new Subsidiaries would have had to deliver if such new Subsidiaries were Credit Parties on the Effective Initial Borrowing Date.

Limitation on Creation of Subsidiaries. The In the case of Borrower shall not, and shall not permit or any of its Subsidiaries toSubsidiaries, establish, create or acquire any additional Subsidiaries without the prior written consent of the Required BanksSubsidiary; PROVIDED, provided that the Borrower and its Wholly-Owned Subsidiaries shall will be permitted to establish or create any direct or indirect Wholly-Owned Subsidiaries Subsidiary, so long as (i) at least 10 Business Days' prior written notice thereof (or all of the outstanding Equity Securities of such lesser notice as is acceptable new Subsidiary are pledged to the Administrative Agent) is given to the Administrative Agent, (ii) such new Subsidiaries shall execute and deliver such guarantees and security documents as for the Administrative Agent and/or the Required Banks shall request (including documents substantially similar to or amendments to each benefit of the Pledge Lenders, to secure Loans and the other obligations of Borrower under this Agreement and the Security Agreement), and in such forms as shall be satisfactory other Loan Documents pursuant to them, (iii) the holders of the capital stock of such new Subsidiaries shall execute and deliver additional a pledge agreements, agreement in form and substance satisfactory to the Administrative Agent Agent, for the benefit of the Lenders, and the certificates representing such Equity Securities, together with undated stock or similar powers or other instruments of assignment duly executed in blank, are delivered to the Agent, for the benefit of the Lenders, (ivii) such new Subsidiaries shall Wholly-Owned Subsidiary executes a guaranty, pledge agreement, and security agreement, in each case in form and substance satisfactory to the Agent, for the benefit of the Lenders, and (iii) such new Wholly-Owned Subsidiary takes all other actions and executes and delivers such other documents as are reasonably requested by the Agent or Required Lenders in connection with any of the foregoing. In addition, each such new Subsidiary will execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5A Article IV as Borrower would have been required to deliver with respect to such new Subsidiaries would have had to deliver Subsidiary if such new Subsidiaries Subsidiary were Credit Parties in existence on the Effective Datedate of the Closing.

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 BanksLenders, 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 Days5 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 Lenders 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 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 5 as such new Subsidiaries would have had to deliver --------- if such new Subsidiaries were Credit Parties on the Restatement Effective Date.

Limitation on Creation of Subsidiaries. The Borrower shall Notwithstanding anything to the contrary contained in this Agreement, Holdings will not, and shall will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any additional Subsidiaries without Subsidiary, provided that, after the prior written consent consummation of the Required BanksMerger, provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or establish, create or, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries (or, to the extent permitted by clause (vii) of Section 9.02(xii), non-Wholly-Owned Subsidiaries) so long as (i) at least 10 Business Days' prior written notice thereof (the capital stock or other equity interests of each such lesser notice as new Subsidiary is acceptable pledged pursuant to, and to the Administrative Agent) is given extent required by, the Pledge Agreement and the certificates representing such stock or other equity interests, together with stock or other powers duly executed in blank, are delivered to the Administrative AgentCollateral Agent for the benefit of the Secured Creditors, (ii) each such new Subsidiary executes and delivers to the Agent a counterpart of the 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 Guaranty, 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 each such new Subsidiaries shall execute and deliver additional pledge agreementsSubsidiary, in form and substance satisfactory to the Administrative extent requested by the Agent and (iv) such or the Required Banks, takes all actions required pursuant to Section 8.11. In addition, each new Subsidiaries Subsidiary shall execute and deliver, or cause to be executed and delivered, to the Agent all other relevant documentation of the type described in Section 5A 5 as such new Subsidiaries Subsidiary would have had to deliver if such new Subsidiaries Subsidiary were a Credit Parties Party on the Effective Initial Borrowing Date.

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 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 Days5 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 (x) in the case of the first such Subsidiary so established, created or acquired (unless a Subsidiary Guaranty has been executed and delivered prior to such date pursuant to Section 5.13), the Subsidiary Guaranty and (y) otherwise, 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 5 as such new Subsidiaries would have had to deliver if such new Subsidiaries were Credit Parties on the Restatement Effective Date.