Common use of Limitations on Acquisitions Clause in Contracts

Limitations on Acquisitions. The Company shall not, and shall not permit any of its Subsidiaries to, purchase any assets constituting a business unit of, or the Capital Stock of, any Person, or make any investment in or loan or advance to any joint venture except for investments in Existing Joint Ventures in an aggregate amount not to exceed $50,000,000, Permitted Joint Ventures and Permitted Acquisitions; provided that immediately prior to and after giving effect to such Permitted Acquisition: (a) no Default or Event of Default shall have occurred and be continuing; and (b) such Permitted Joint Ventures and Permitted Acquisitions are funded (i) with common stock of the Company; or (ii) cash or other consideration, so long as, at the time of and after giving pro forma effect to such Permitted Joint Venture or Permitted Acquisitions funded with consideration other than common stock of the Company, either (A) the Consolidated Leverage Ratio is less than or equal to 4.00 to 1.00 or (B) the Company has Liquidity of at least $450,000,000; provided that the criteria set forth under this clause (b)(ii) shall not be a condition to consummation of Permitted Joint Ventures or Permitted Acquisitions for aggregate consideration not exceeding $50,000,000 in each fiscal year of the Company.

Appears in 3 contracts

Samples: Five Year Credit Agreement (Arrow Electronics Inc), Five Year Credit Agreement (Arrow Electronics Inc), Credit Agreement (Arrow Electronics Inc)

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Limitations on Acquisitions. The Company shall not, and shall not permit any of its Subsidiaries to, purchase any assets constituting a business unit of, or the Capital Stock of, any Person, or make any investment in or loan or advance to any joint venture except for investments in Existing Joint Ventures in an aggregate amount not to exceed $50,000,00025,000,000, Permitted Joint Ventures and Permitted Acquisitions; provided that immediately prior to and after giving effect to such Permitted Acquisition: (a) no Default or Event of Default shall have occurred and be continuing; and (b) such Permitted Joint Ventures and Permitted Acquisitions are funded (i) with common stock of the Company; or (ii) cash or other consideration, so long as, at the time of and after giving pro forma effect to such Permitted Joint Venture or and Permitted Acquisitions funded with consideration other than common stock of the Company, either (A) the Consolidated Leverage Ratio is less than or equal to 4.00 to 1.00 or (B) the Company has meets the Threshold Liquidity Test (without giving effect to the amounts in clause (ii) of at least $450,000,000such term); provided that the criteria set forth Threshold Liquidity Test under this clause (b)(ii) shall not be a condition to consummation of Permitted Joint Arrow Electronics Credit Agreement Ventures or Permitted Acquisitions for aggregate consideration not exceeding $50,000,000 25,000,000 in each fiscal year of the Company.

Appears in 1 contract

Samples: Credit Agreement (Arrow Electronics Inc)

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Limitations on Acquisitions. The Company shall not, and shall not permit any of its Subsidiaries to, purchase any assets constituting a business unit of, or the Capital Stock of, any Person, or make any investment in or loan or advance to any joint venture except for investments in Existing Joint Ventures in an aggregate amount not to exceed $50,000,000, Permitted Joint Ventures and Permitted Acquisitions; provided that immediately prior to and after giving effect to such Permitted Acquisition: (a) no Default or Event of Default shall have occurred and be continuing; and (b) such Permitted Joint Ventures and Permitted Acquisitions are funded (i) with common stock of the Company; or (ii) cash or other consideration, so long as, at the time of and after giving pro forma effect to such Permitted Joint Venture or Permitted Acquisitions funded with consideration other than common stock of the Company, either (A) the Consolidated Leverage Ratio is less than or equal to 4.00 to 1.00 or (B) the Company has Liquidity of at least $450,000,000; provided that the criteria set forth under this clause (b)(ii) shall not be a condition to consummation of Permitted Joint Ventures or Permitted Acquisitions for aggregate consideration not exceeding $50,000,000 in each fiscal year of the Company.. 2005 Arrow Electronics Credit Agreement

Appears in 1 contract

Samples: Credit Agreement (Arrow Electronics Inc)

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