Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Parent Borrower and its Subsidiaries shall be allowed to make any such acquisitions so long as: (a) such acquisition is expressly permitted by subsection 8.5, or (b) the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisition) consists solely of any combination of: (i) Capital Stock of Investors or Holding; (ii) cash in an amount equal to the Net Cash Proceeds of the sale or issuance of Capital Stock of Investors or Holding which amount is contributed to the Parent Borrower within 90 days prior to the date of the relevant acquisition; (iii) cash and other property (excluding cash and other property covered under clauses (i), (ii) and (iv) of this subsection 8.10(b)) and Indebtedness (whether incurred or assumed) in an aggregate amount which, when aggregated with all other amounts of cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, in each case in reliance on this clause (iii), does not exceed $50,000,000; provided that such amount shall be increased by an amount equal to $5,000,000 on each anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased; and/or (iv) additional cash and other property (excluding cash and other property covered under clauses (i), (ii) and (iii) of this subsection 8.10(b)) and Indebtedness (whether incurred or assumed) in an aggregate amount which, when aggregated with all other amounts of cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, in each case in reliance on this clause (iv), does not exceed $75,000,000, provided that such acquisition is made at a time when the Consolidated Leverage Ratio, calculated on a pro forma basis after giving effect to such acquisition (such calculation to be made in a manner reasonably satisfactory to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Parent Borrower and delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such acquisition), is equal to or less than 4.00:1.00; (c) such acquisition is the KMF Acquisition and the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisition) does not exceed €20,000,000; provided, further that in the case of each such acquisition pursuant to clauses (a), (b) and (c) after giving effect thereto, no Default or Event of Default shall occur as a result of such acquisition.
Appears in 2 contracts
Samples: Credit Agreement (VWR International, Inc.), Credit Agreement (VWR International, Inc.)
Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Parent Borrower and its Subsidiaries shall be allowed to make any such acquisitions so long as:
(a) such acquisition is expressly permitted by subsection 8.57.4, or
(b) the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisition) consists solely of any combination of:
(i) Capital Stock of Investors any Parent Entity or Holding;Holdings; and/or
(ii) cash in an amount equal to the Net Cash Proceeds of the sale or issuance of Capital Stock of Investors any Parent Entity or Holding Holdings which amount is contributed to the Parent Borrower within 90 days prior to the date of the relevant acquisition;acquisition (and is not a Specified Equity Contribution); and/or
(iii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, cash and other property (excluding cash and other property covered under in clauses (i), (ii) and (ivii) of this subsection 8.10(b7.8(b)) and Indebtedness (whether incurred or assumed) , in an aggregate amount); provided that (i) the aggregate amount whichof such cash consideration paid pursuant to this clause (b)(iii), when aggregated with ((A) all other amounts of cash Guarantee Obligations outstanding pursuant to subsection 7.3(o), (B)) all dividends paid pursuant to subsection 7.6(j), (C) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment not to exceed the original amount invested) pursuant to subsections 7.7(m) and such other property paid for acquisitions, (n) and Indebtedness incurred or assumed, in each case in reliance on this clause (iiiD) all optional prepayments made pursuant to subsection 7.12(f), does not exceed $50,000,000; provided that such amount shall be increased by an amount equal to $5,000,000 on each anniversary of 150,000,000 in the Closing Date, so long as no Default or Event of Default shall have occurred aggregate and be continuing on any date on which such amount is to be increased; and/or
(iv) additional cash and other property (excluding cash and other property covered under clauses (i), (ii) the aggregate consideration paid in respect of acquisitions of Persons that are organized (or assets that are located) outside of the United States and Canada pursuant to this clause (iii) of this subsection 8.10(bb)(iii)) and Indebtedness (whether incurred or assumed) in an aggregate amount which), when aggregated with all other amounts Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment not to exceed the original amount invested) pursuant to paragraphs (m) and (n) of cash and such other property paid for acquisitionssubsection 7.7, and Indebtedness incurred or assumed, in each case in reliance on this clause (iv), does shall not exceed $75,000,000, provided that such acquisition is made at a time when the Consolidated Leverage Ratio, calculated on a pro forma basis after giving effect to such acquisition (such calculation to be made in a manner reasonably satisfactory to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Parent Borrower and delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such acquisition), is equal to or less than 4.00:1.00;
(c) such acquisition is the KMF Acquisition and the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisition) does not exceed €20,000,000; 45,000,000. provided, further further, that in the case of each such acquisition pursuant to clauses paragraphs (a), and (b) and (c) of this subsection 7.8, after giving effect thereto, no Default or Event of Default shall occur as a result of such acquisition.
Appears in 2 contracts
Samples: Second Lien Term Loan Credit Agreement (RSC Holdings Inc.), Second Lien Term Loan Credit Agreement (RSC Holdings Inc.)
Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Parent Borrower and its Subsidiaries shall be allowed to make any such acquisitions acquisition so long as:
(a) such acquisition is expressly permitted by subsection 8.5Section 7.5, or
(b) the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness Indebtedness incurred or assumed in connection with such acquisition) consists solely of any combination of:
(i) Capital Stock of Investors the Borrower or Holding;any Parent Entity; and/or
(ii) cash Cash, property and/or Indebtedness (whether incurred or assumed) in an aggregate amount equal to not exceeding the greater of (x) the sum of (A) the aggregate Net Cash Proceeds of all Asset Sales pursuant to Section 7.6 not required to be applied to a mandatory prepayment of the sale or issuance of Capital Stock of Investors or Holding which amount is contributed Term Loans pursuant to Section 3.4(c)(i)(2) plus (B) Cumulative Excess Cash Flow Not Otherwise Applied and (y) the Parent Borrower within 90 days Available Amount immediately prior to the date time of the relevant acquisition;payment of such cash consideration pursuant to this clause (ii)(y); and/or
(iii) Cash, property and/or Indebtedness (whether incurred or assumed) in an aggregate amount not exceeding the Available Excluded Contribution Amount immediately prior to the time of payment of such cash and other property consideration pursuant to this clause (excluding cash and other property covered under clauses (iiii), (ii) and ; and/or
(iv) of this subsection 8.10(b)) other cash, property and Indebtedness (whether incurred or assumed) in an aggregate amount whichthat, when aggregated with all other amounts of such cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, in each case in reliance on this clause (iii), does not exceed $50,000,000; provided that such amount shall be increased by an amount equal to $5,000,000 on each anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased; and/or
(iv) additional cash and other property (excluding cash and other property covered under clauses (i), (ii) and (iii) of this subsection 8.10(b)) and Indebtedness (whether incurred or assumed) in an aggregate amount which, when aggregated with all other amounts of cash and such other property paid for acquisitionspaid, and Indebtedness incurred or assumed, in each case in reliance on this clause (iv), does not exceed $75,000,00020,000,000 in the aggregate since the Closing Date; or
(c) (i) immediately after giving effect to such acquisition, provided that no Default or Event of Default shall have occurred and be continuing as a result of such acquisition is made at a time when acquisition, (ii) the Consolidated Leverage RatioRatio for the Most Recent Four Quarter Period, calculated on a pro forma basis after giving effect to such acquisition, is equal to or less than either (x) 4.00 to 1.00 or (y) the Consolidated Leverage Ratio for the Most Recent Four Quarter Period prior to giving effect such acquisition (such calculation to be made in a manner reasonably satisfactory to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by of a Responsible Officer of the Parent Borrower and delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) at least three Business Days promptly upon or prior to the consummation of such acquisition), is equal to or less than 4.00:1.00;
and (ciii) such acquisition is the KMF Acquisition and the aggregate consideration paid by the Parent Borrower acquired Person and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisitionto the extent the same become Wholly Owned Domestic Subsidiaries) does not exceed €20,000,000; provided, further that in the case of each such acquisition shall become Guarantors pursuant to clauses (athe terms of Section 6.9(b), (b) and (c) after giving effect thereto, no Default or Event of Default shall occur as a result of such acquisition.
Appears in 2 contracts
Samples: Credit Agreement (Nci Building Systems Inc), Credit Agreement (Nci Building Systems Inc)
Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Parent Borrower and its Subsidiaries shall be allowed to make any such acquisitions so long as:
(a) such acquisition is expressly permitted by subsection 8.5, or7.5;
(b) the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisition) consists solely of any combination of:
(i) Capital Stock of Investors or Holding;Holdings; and/or
(ii) cash in an amount equal to the Net Cash Proceeds of the sale or issuance of Capital Stock of Investors or Holding Holdings which amount (if such cash consideration is paid by the Borrower or any of its Subsidiaries) is contributed to the Parent Borrower within 90 days prior to the date of the relevant acquisition;; or
(iiii) the aggregate consideration consists of any combination of cash and other property (excluding cash and other property covered under clauses (i), (ii) and (iv) of this subsection 8.10(b7.10(b)) and Indebtedness (whether incurred or assumed) in an aggregate amount which, when aggregated with all other amounts of cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, in each case in reliance on this clause (iiic)(i), does not exceed $50,000,000; provided 50,000,000 (of which not more than $25,000,000 in the aggregate may be used to acquire the Capital Stock of any Person that such amount shall be increased by an amount equal to $5,000,000 on each anniversary of the Closing Date, so long as no Default is not a Loan Party or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased; and/orother assets that are not Collateral);
(ivii) the aggregate consideration consists of any combination of additional cash and other property (excluding cash and other property covered under clauses (i), (iisubsection 7.10(b) and (iii) of this and/or subsection 8.10(b7.10(c)(i)) and Indebtedness (whether incurred or assumed) in an aggregate amount which, when aggregated with all other amounts of cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, in each case in reliance on this clause (ivc)(ii), does not exceed $75,000,000the Available Amount at such time, provided that at the time of such acquisition is made at a time when acquisition, the Consolidated Leverage Ratio, calculated on a pro forma basis Pro Forma Basis after giving effect to such acquisition (such calculation to be made in a manner reasonably satisfactory to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Parent Borrower and delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such acquisition), is equal to or less than 4.00:1.00;
(c) such acquisition is the KMF Acquisition and the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed 2.50:1.00; provided in connection with such acquisition) does not exceed €20,000,000; provided, further that in the each case of each such acquisition pursuant to under clauses (a), (b) and (c) above that, (x) the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such acquisition, with the covenants contained in subsections 7.1(a) and (b), and (y) after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or shall occur as a result of such acquisition.
Appears in 1 contract
Samples: Credit Agreement (Sirva Inc)
Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Parent Borrower and its Subsidiaries shall be allowed to make any such acquisitions so long as:
(a) such acquisition is expressly permitted by subsection 8.5, or
(b) the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisition) consists solely of any combination of:
(i) Capital Stock of Investors any Parent Entity or Holding;CCMGC; and/or
(ii) cash in an amount equal to the Net Cash Proceeds of the sale or issuance of Capital Stock of Investors any Parent Entity or Holding CCMGC which amount is contributed to the Parent Borrower within 90 days prior to the date of the relevant acquisition;acquisition (and is not a Specified Equity Contribution); and/or
(iii) additional cash and other property (excluding cash and other property covered under in clauses (i), (ii) and (ivii) of this subsection 8.10(b)) and Indebtedness (whether incurred or assumed) , in an aggregate amount which, when aggregated with all other amounts of cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, in each case in reliance on this clause (iiiamount), does not exceed $50,000,000; provided that such amount shall be increased by an amount equal to $5,000,000 on each anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased; and/or
(iv) additional cash and other property (excluding cash and other property covered under clauses (i), (ii) and (iii) of this subsection 8.10(b)) and Indebtedness (whether incurred or assumed) in an aggregate amount which, when aggregated with all other amounts of such cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, consideration (net of any increase in each case in reliance on this clause (iv), does not exceed $75,000,000, provided that such acquisition is made at a time when the Consolidated Leverage Ratio, calculated on a pro forma basis after giving effect to such acquisition (such calculation to be made in a manner reasonably satisfactory Available Loan Commitment attributable to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by a Responsible Officer purchase of the Parent Borrower and delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such acquisition), is equal to or less than 4.00:1.00;
(c) such acquisition is the KMF Acquisition and the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed revenue earning equipment in connection with such acquisition) does paid pursuant to this clause (b)(iii), when aggregated with (A) all cash dividends paid pursuant to subsections 8.7 (g), (B) all investments, loans and advances made pursuant to subsections 8.9(k) and (p) and (C) all optional prepayments made pursuant to subsection 8.14(e), do not exceed €20,000,000$100,000,000 in the aggregate; or
(c) the Payment Conditions shall have been satisfied; provided, further that in the case of each such acquisition pursuant to clauses (a), (b) and (c) after giving effect thereto, no Default or Event of Default shall occur as a result of such acquisition.
Appears in 1 contract
Samples: Credit Agreement (Hertz Corp)
Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Parent Borrower and its Subsidiaries shall be allowed to make any such acquisitions so long as:
(a) such acquisition is expressly permitted by subsection 8.5, or
(b) the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisition) consists solely of any combination of:
(i) Capital Stock of Investors any Parent Entity or Holding;CCMGC; and/or
(ii) cash in an amount equal to the Net Cash Proceeds of the sale or issuance of Capital Stock of Investors any Parent Entity or Holding CCMGC which amount is contributed to the Parent Borrower within 90 days prior to the date of the relevant acquisition;acquisition (and is not a Specified Equity Contribution); and/or
(iii) additional cash and other property (excluding cash and other property covered under clauses (i), (ii) and (ivii) of this subsection 8.10(b)) and Indebtedness (whether incurred or assumed) in an aggregate amount (net of any such consideration attributable to the purchase of revenue earning equipment (based on net book value) in connection with such acquisition) which, when aggregated with all other amounts of cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, in each case in reliance on this clause (iii), does not exceed $50,000,000; provided that such amount shall be increased by an amount equal to $5,000,000 on each anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased300,000,000; and/or
(iv) additional cash and other property (excluding cash and other property covered under clauses (i), (ii) ), and (iii) of this subsection 8.10(b)) and Indebtedness (whether incurred or assumed) in an aggregate amount (net of any such consideration attributable to the purchase of revenue earning equipment (based on net book value) in connection with such acquisition) which, when aggregated with all other amounts of cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, in each case in reliance on this clause (iv), does not exceed $75,000,000500,000,000, provided that such acquisition is made at a time when the Consolidated Leverage Ratio, calculated on a pro forma basis after giving effect to such acquisition (such calculation to be made in a manner reasonably satisfactory to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Parent Borrower and delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such acquisition), is equal to or less than 4.00:1.00;
(c) 3.75 to 1.00; provided that such acquisition is the KMF Acquisition and the aggregate consideration paid amount shall be increased by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisition) does not exceed €20,000,000amount of Cumulative Excess Cash Flow Not Otherwise Applied; provided, further that in the case of each such acquisition pursuant to clauses (a), (b) and (cb) after giving effect thereto, no Default or Event of Default shall occur as a result of such acquisition.
Appears in 1 contract
Samples: Credit Agreement (Hertz Corp)
Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Parent Borrower and its Subsidiaries shall be allowed to make any such acquisitions so long as:
(a) such acquisition is expressly permitted by subsection 8.5, ; or
(b) the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness any Indebtedness incurred or assumed in connection with such acquisitionacquisitions) consists solely of any combination of:;
(i) Capital Stock of Investors or Holding;
(ii) cash in an amount equal to the Net Cash Proceeds net cash proceeds of the sale or issuance of Capital Stock of Investors or Holding which amount (if such cash consideration is paid by the Parent Borrower or any of its Subsidiaries) is contributed to the Parent Borrower within 90 days prior to the date of the relevant acquisition;
(iii) cash and other property (excluding cash and other property covered under clauses (i), (ii) and (iv) of this subsection 8.10(b)) and Indebtedness (whether incurred or assumed) in an aggregate amount which, when aggregated with all other amounts of cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, in each case in reliance on this clause (iii), does not exceed $50,000,000; provided that 50,000,000 (such amount shall to be increased by an amount equal to $5,000,000 10,000,000 on each anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased); and/or
(iv) additional cash and other property (excluding cash and other property covered under clauses (i), (ii) and (iii) of this subsection 8.10(b)) and Indebtedness (whether incurred or assumed) in an aggregate amount which, when aggregated with all other amounts of cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, in each case in reliance on this clause (iv), does not exceed $75,000,00050,000,000, provided that such acquisition is made at a time when the Consolidated Leverage Ratio, calculated on a pro forma basis after giving effect to such acquisition (such calculation to be made in a manner reasonably satisfactory to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Parent Borrower and delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such acquisition), is equal to or less than 4.00:1.00;
2.50 to 1.00; provided in each case under clause (cb) above that, (x) the target of such acquisition is has positive EBITDA, calculated on a pro forma basis after giving effect to such acquisition (such calculation to be made in a manner reasonably satisfactory to the KMF Acquisition Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the aggregate consideration paid Administrative Agent signed by a Responsible Officer of the Parent Borrower and its Subsidiaries for such acquisition delivered to the Administrative Agent (including cash and indebtedness incurred or assumed in connection with which shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such acquisition) does not exceed €20,000,000; provided, further that in the case of each such acquisition pursuant to clauses (a), (b) and (cy) after giving effect thereto, no Default or Event of Default shall occur as a result of such acquisition.
Appears in 1 contract
Samples: Credit Agreement (Sirva Inc)
Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Parent Borrower and its Subsidiaries shall be allowed to make any such acquisitions so long as:
(a) such acquisition is expressly permitted by subsection 8.58.2, or
(b) the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisition) consists solely of any combination of:
(i) Capital Stock of Investors any Parent Entity or Holding;Holdings; and/or
(ii) cash in an amount equal to the Net Cash Proceeds of the sale or issuance of Capital Stock of Investors any Parent Entity or Holding Holdings which amount is contributed to the Parent Borrower within 90 days prior to the date of the relevant acquisition;
acquisition (iii) cash and other property (excluding cash and other property covered under clauses (iis not a Specified Equity Contribution), (ii) and (iv) of this subsection 8.10(b)) and Indebtedness (whether incurred or assumed) in an aggregate amount which, when aggregated with all other amounts of cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, in each case in reliance on this clause (iii), does not exceed $50,000,000; provided that such amount shall be increased by an amount equal to $5,000,000 on each anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased; and/or
(iviii) additional cash and other property (excluding cash and other property covered under in clauses (i), (ii) and (iiiii) of this subsection 8.10(b8.4(b)) and Indebtedness (whether incurred or assumed) , in an aggregate amount); provided that the aggregate amount whichof such cash consideration paid pursuant to this clause (b)(iii), when aggregated with (A) all other amounts of cash dividends paid pursuant to subsection 8.3(f) and such other property paid for acquisitions, and Indebtedness incurred or assumed, in each case in reliance on this clause (ivB) all optional prepayments made pursuant to subsection 8.6(e), does do not exceed $75,000,000, provided that such acquisition is made at a time when 50,000,000 in the Consolidated Leverage Ratio, calculated on a pro forma basis after giving effect to such acquisition (such calculation to be made in a manner reasonably satisfactory to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Parent Borrower and delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such acquisition), is equal to or less than 4.00:1.00;aggregate; or
(c) such acquisition is the KMF Acquisition and the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisition) does not exceed €20,000,000Payment Condition shall have been satisfied; provided, further further, that in the case of each such acquisition pursuant to clauses clause (a), ) or (b) and (c) after giving effect thereto, no Default or Event of Default shall occur as a result of such acquisition.
Appears in 1 contract
Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Parent Borrower and its Restricted Subsidiaries shall be allowed to make any such acquisitions acquisition so long as:
(a) such acquisition is expressly permitted by subsection Section 8.5, or;
(b) the aggregate consideration paid by the Parent Borrower and its Restricted Subsidiaries for such acquisition (including cash and indebtedness Indebtedness incurred or assumed in connection with such acquisition) consists solely of any combination of:
(i) Capital Stock of Investors any Parent Entity or Holding;Holdings; and/or
(ii) cash in an amount equal to the Net Cash Proceeds of the sale or issuance of Capital Stock of Investors any Parent Entity or Holding Holdings which amount is contributed to the Parent Borrower within 90 days prior to the date of the relevant acquisition;
acquisition (iii) cash and other property (excluding cash and other property covered under clauses (iis not a Specified Equity Contribution), (ii) and (iv) of this subsection 8.10(b)) and Indebtedness (whether incurred or assumed) in an aggregate amount which, when aggregated with all other amounts of cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, in each case in reliance on this clause (iii), does not exceed $50,000,000; provided that such amount shall be increased by an amount equal to $5,000,000 on each anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased; and/or
(iviii) additional cash and other property (excluding cash and other property covered under in clauses (i), ) and (ii) and (iii) of this subsection Section 8.10(b)) and Indebtedness (whether incurred or assumed) in an ); provided that the aggregate amount which, when aggregated with all other amounts of such cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, consideration (net of any increase in each case in reliance on this clause (iv), does not exceed $75,000,000, provided that such acquisition is made at a time when the Consolidated Leverage Ratio, calculated on a pro forma basis after giving effect to such acquisition (such calculation to be made in a manner reasonably satisfactory Available Loan Commitments attributable to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by a Responsible Officer purchase of the Parent Borrower and delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such acquisition), is equal to or less than 4.00:1.00;
(c) such acquisition is the KMF Acquisition and the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed revenue earning equipment in connection with such acquisition) does paid pursuant to this clause (b)(iii), when aggregated with (A) all cash dividends paid pursuant to Section 8.7(g), (B) all cash consideration paid for Investments outstanding pursuant to Section 8.9(g)(ii)(C) and all Investments outstanding pursuant to Sections 8.9(p) and (C) all optional prepayments made pursuant to 8.14(a)(i), do not exceed €20,000,000$200,000,000 in the aggregate; or
(c) either (x) the Payment Conditions are satisfied or (y) to the extent the Payment Conditions are not satisfied, (i) the Available Amount Payment Conditions are satisfied and (ii) the cash consideration for such acquisition paid pursuant to this clause (c)(y) is in an aggregate amount not to exceed the sum of (x) the Available Amount plus (y) 1.0% of Consolidated Tangible Assets plus (z) the Available Excluded Contribution Amount, in each case immediately prior to the time of the payment or making of such acquisition; or
(d) such acquisition is an acquisition of businesses of Franchisees (x) that have discontinued operations or that have indicated, or that the Parent Borrower shall have reasonably determined, that if an acquisition is not made it is reasonably likely to imminently discontinue operations or (y) otherwise for a Cash Purchase Price, when aggregated with the Cash Purchase Price for all other acquisitions under this clause (d)(y) and all Investments under Section 8.9(r)(6) in the same fiscal year not in excess of $100,000,000. provided, further that in the case of each such acquisition pursuant to clauses (a), (b) and (c) after giving effect thereto, no Default or Event of Specified Default shall occur as a result of such acquisition and no Event of Default known to the Parent Borrower shall occur as a result of such acquisition.; and provided, further, that to the extent any acquisition permitted under this Section 8.10 results in the acquisition by any Loan Party of ABL Priority Collateral or any component of the Canadian Borrowing Base or the U.S. Borrowing Base consisting either of (x) assets of a type substantially different from those in the Canadian Borrowing Base or the U.S. Borrowing Base at such time, or (y) assets of a type substantially similar to those in the Canadian Borrowing Base or the U.S Borrowing Base at such time, in the case of this clause (y) with an aggregate net book value in excess of $180,000,000, then (i) the Parent Borrower may deliver an appraisal prepared by a Qualified Appraisal Company with respect to such acquired assets and (ii) until such appraisal is delivered or waived in writing by the Co-Collateral Agent, the assets acquired pursuant to such acquisition shall not be included in the Borrowing Base Certificate, the Canadian Borrowing Base or the U.S. Borrowing Base. With respect to any acquisition that is consummated in a series of transactions, any of which might constitute an Investment but not the acquisition of all of the business or assets of, or stock or other evidences of beneficial ownership of, any Person, the Parent Borrower at its option may classify such transactions in whole or in part as an acquisition subject to this Section 8.10 (and for the avoidance of doubt not as Investments subject to Section 8.9), with compliance with this
Appears in 1 contract
Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Parent Borrower and its Restricted Subsidiaries shall be allowed to make any such acquisitions acquisition so long as:
(a) such acquisition is expressly permitted by subsection Section 8.5, or;
(b) the aggregate consideration paid by the Parent Borrower and its Restricted Subsidiaries for such acquisition (including cash and indebtedness Indebtedness incurred or assumed in connection with such acquisition) consists solely of any combination of:
(i) Capital Stock of Investors any Parent Entity or Holding;Holdings; and/or
(ii) cash in an amount equal to the Net Cash Proceeds of the sale or issuance of Capital Stock of Investors any Parent Entity or Holding Holdings which amount is contributed to the Parent Borrower within 90 days prior to the date of the relevant acquisition;
acquisition (iii) cash and other property (excluding cash and other property covered under clauses (iis not a Specified Equity Contribution), (ii) and (iv) of this subsection 8.10(b)) and Indebtedness (whether incurred or assumed) in an aggregate amount which, when aggregated with all other amounts of cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, in each case in reliance on this clause (iii), does not exceed $50,000,000; provided that such amount shall be increased by an amount equal to $5,000,000 on each anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased; and/or
(iviii) additional cash and other property (excluding cash and other property covered under in clauses (i), ) and (ii) and (iii) of this subsection Section 8.10(b)) and Indebtedness (whether incurred or assumed) in an ); provided that the aggregate amount which, when aggregated with all other amounts of such cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, consideration (net of any increase in each case in reliance on this clause (iv), does not exceed $75,000,000, provided that such acquisition is made at a time when the Consolidated Leverage Ratio, calculated on a pro forma basis after giving effect to such acquisition (such calculation to be made in a manner reasonably satisfactory Available Loan Commitments attributable to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by a Responsible Officer purchase of the Parent Borrower and delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such acquisition), is equal to or less than 4.00:1.00;
(c) such acquisition is the KMF Acquisition and the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed revenue earning equipment in connection with such acquisition) does paid pursuant to this clause (b)(iii), when aggregated with (A) all cash dividends paid pursuant to Section 8.7(g), (B) all cash consideration paid for Investments outstanding pursuant to Section 8.9(g)(ii)(C) and all Investments outstanding pursuant to Section 8.9(p), proviso clause (i) and (C) all optional prepayments made pursuant to 8.14(a)(i), do not exceed €20,000,000$200,000,000 in the aggregate; or
(c) either (x) the Payment Conditions are satisfied or (y) to the extent the Payment Conditions are not satisfied, (i) the Available Amount Payment Conditions are satisfied and (ii) the cash consideration for such acquisition paid pursuant to this clause (c)(y) is in an aggregate amount not to exceed the sum of (x) the Available Amount plus (y) the greater of $35,000,000 and 1.0% of Consolidated Tangible Assets plus (z) the Available Excluded Contribution Amount, in each case immediately prior to the time of the payment or making of such acquisition; or
(d) such acquisition is an acquisition of businesses of Franchisees (x) that have discontinued operations or that have indicated, or that the Parent Borrower shall have reasonably determined, that if an acquisition is not made it is reasonably likely to imminently discontinue operations or (y) otherwise for a cash purchase price, when aggregated with the cash purchase price for all other acquisitions under this clause (d)(y) and all Investments under Section 8.9(s)(6) in the same fiscal year not in excess of $100,000,000. provided, further that in the case of each such acquisition pursuant to clauses (a), (b) and (c) after giving effect thereto, no Default or Event of Specified Default shall occur as a result of such acquisition and no Event of Default known to the Parent Borrower shall occur as a result of such acquisition; and provided, further, that to the extent any acquisition permitted under this Section 8.10 results in the acquisition by any Loan Party of Rental Equipment, Service Vehicles and/or Spare Parts and Merchandise constituting Collateral or any component of the Canadian Borrowing Base or the U.S. Borrowing Base consisting either of (x) assets of a type substantially different from those in the Canadian Borrowing Base or the U.S. Borrowing Base at such time, or (y) assets of a type substantially similar to those in the Canadian Borrowing Base or the U.S Borrowing Base at such time, in the case of this clause (y) with an aggregate net book value in excess of $180,000,000, then (i) the Parent Borrower may deliver an appraisal prepared by a Qualified Appraisal Company with respect to such acquired assets and (ii) until such appraisal is delivered or waived in writing by the Administrative Agent and the Co-Collateral Agent, the assets acquired pursuant to such acquisition shall not be included in the Borrowing Base Certificate, the Canadian Borrowing Base or the U.S. Borrowing Base. With respect to any acquisition that is consummated in a series of transactions, any of which might constitute an Investment but not the acquisition of all of the business or assets of, or stock or other evidences of beneficial ownership of, any Person, the Parent Borrower at its option may classify such transactions in whole or in part as an acquisition subject to this Section 8.10 (and for the avoidance of doubt not as Investments subject to Section 8.9), with compliance with this Section 8.10 determined as of the date of the first such transaction so classified as if all such transactions so classified had been consummated on such date.
Appears in 1 contract
Samples: Credit Agreement (Herc Holdings Inc)
Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets ofbusiness, or stock or other evidences of beneficial ownership of, or all or substantially all of the assets of any Person, except that the Parent Administrative Borrower and its Subsidiaries shall be allowed to make any such acquisitions so long as:
(a) such acquisition is expressly permitted by subsection 8.5, orSection 6.5 (a) and (b):
(b) the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisition) consists solely of any combination of:
(i) Capital Stock of Investors or Holding;Parent; and/or
(ii) cash in an amount equal to the Net Cash Proceeds net cash proceeds of the sale or issuance of Capital Stock of Investors or Holding Parent which amount (if such cash consideration is paid by Administrative Borrower or any of its Subsidiaries) is contributed to the Parent Administrative Borrower within 90 days prior to the date of the relevant acquisition;; or
(iiii) the aggregate consideration consists of any combination of cash and other property (excluding cash and other property covered under clauses (i), ) and (ii) and (iv) of this subsection 8.10(bSection 6.10(b)) and Indebtedness (whether incurred or assumed) in an aggregate amount which, when aggregated with all other amounts of cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, in each case in reliance on this clause (iiic)(i), does not exceed $50,000,000; provided 50,000,000 (of which not more than $25,000,000 in the aggregate may be used to acquire the Stock of any Person that such amount shall be increased by an amount equal to $5,000,000 on each anniversary of the Closing Date, so long as no Default is not a Loan Party or Event of Default shall have occurred and be continuing on any date on which such amount is to be increasedother assets that are not Collateral); and/or
(ivii) the aggregate consideration consists of any combination of additional cash and other property (excluding cash and other property covered under clauses (iSection 6.10(b), Section 6.10(c)(i) and/or Section 6.10 (ii) and (iii) of this subsection 8.10(bc)(ii)) and Indebtedness (whether incurred or assumed) in an aggregate amount which, when aggregated with all other amounts of cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, in each case in reliance on this clause (ivc)(iii), does not exceed $75,000,000the Available Amount at such time, provided that provided, that, at the time of such acquisition is made at a time when acquisition, (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) Administrative Borrower and its Subsidiaries shall be in compliance with the Consolidated Leverage Ratio, calculated financial covenants set forth in Section 7 after giving effect thereto on a pro forma basis Pro Forma Basis, whether or not a Covenant Testing Period exists; provided, that, in each case under clauses (b) and (c) above that, (A) Administrative Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such acquisition (such calculation to be made in a manner reasonably satisfactory to the Administrative Agent and to be as evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Parent Administrative Borrower and delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such acquisition), is equal to or less than 4.00:1.00;
(c) such acquisition is the KMF Acquisition and the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisition) does not exceed €20,000,000; provided, further that in the case of each such acquisition pursuant to clauses (a), with the financial covenants contained in Section 7, whether or not a Covenant Testing Period exists, (b) and (cB) after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or shall occur as a result of such acquisition, and (C) Excess Availability (provided, that, during any Seasonal Availability Period, the amount of Seasonal Availability then in effect, shall not be included in any calculation of Excess Availability) shall be greater than $10,000,000 before and after giving effect to each such acquisition.
Appears in 1 contract
Samples: Credit Agreement (Sirva Inc)
Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Parent Borrower and its Restricted Subsidiaries shall be allowed to make any such acquisitions acquisition so long as:
(a) such acquisition is expressly permitted by subsection Section 8.5, or;
(b) the aggregate consideration paid by the Parent Borrower and its Restricted Subsidiaries for such acquisition (including cash and indebtedness Indebtedness incurred or assumed in connection with such acquisition) consists solely of any combination of:
(i) Capital Stock of Investors any Parent Entity or Holding;Holdings; and/or
(ii) cash in an amount equal to the Net Cash Proceeds of the sale or issuance of Capital Stock of Investors any Parent Entity or Holding Holdings which amount is contributed to the Parent Borrower within 90 days prior to the date of the relevant acquisition;
acquisition (iii) cash and other property (excluding cash and other property covered under clauses (iis not a Specified Equity Contribution), (ii) and (iv) of this subsection 8.10(b)) and Indebtedness (whether incurred or assumed) in an aggregate amount which, when aggregated with all other amounts of cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, in each case in reliance on this clause (iii), does not exceed $50,000,000; provided that such amount shall be increased by an amount equal to $5,000,000 on each anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased; and/or
(iviii) additional cash and other property (excluding cash and other property covered under in clauses (i), ) and (ii) and (iii) of this subsection Section 8.10(b)) and Indebtedness (whether incurred or assumed) in an ); provided that the aggregate amount which, when aggregated with all other amounts of such cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, consideration (net of any increase in each case in reliance on this clause (iv), does not exceed $75,000,000, provided that such acquisition is made at a time when the Consolidated Leverage Ratio, calculated on a pro forma basis after giving effect to such acquisition (such calculation to be made in a manner reasonably satisfactory Available Loan Commitments attributable to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by a Responsible Officer purchase of the Parent Borrower and delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such acquisition), is equal to or less than 4.00:1.00;
(c) such acquisition is the KMF Acquisition and the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed revenue earning equipment in connection with such acquisition) does paid pursuant to this clause (b)(iii), when aggregated with (A) all cash dividends paid pursuant to Section 8.7(g), (B) all cash consideration paid for Investments outstanding pursuant to Section 8.9(g)(ii)(C) and all Investments outstanding pursuant to Sections 8.9(p) and (C) all optional prepayments made pursuant to 8.14(a)(i), do not exceed €20,000,000$200,000,000 in the aggregate; or
(c) either (x) the Payment Conditions are satisfied or (y) to the extent the Payment Conditions are not satisfied, (i) the Available Amount Payment Conditions are satisfied and (ii) the cash consideration for such acquisition paid pursuant to this clause (c)(y) is in an aggregate amount not to exceed the sum of (x) the Available Amount plus (y) 1.0% of Consolidated Tangible Assets plus (z) the Available Excluded Contribution Amount, in each case immediately prior to the time of the payment or making of such acquisition; or
(d) such acquisition is an acquisition of businesses of Franchisees (x) that have discontinued operations or that have indicated, or that the Parent Borrower shall have reasonably determined, that if an acquisition is not made it is reasonably likely to imminently discontinue operations or (y) otherwise for a Cash Purchase Price, when aggregated with the Cash Purchase Price for all other acquisitions under this clause (d)(y) and all Investments under Section 8.9(r)(6) in the same fiscal year not in excess of $100,000,000. provided, further that in the case of each such acquisition pursuant to clauses (a), (b) and (c) after giving effect thereto, no Default or Event of Specified Default shall occur as a result of such acquisition and no Event of Default known to the Parent Borrower shall occur as a result of such acquisition; and provided, further, that to the extent any acquisition permitted under this Section 8.10 results in the acquisition by any Loan Party of ABL Priority Collateral or any component of the Canadian Borrowing Base or the U.S. Borrowing Base consisting either of (x) assets of a type substantially different from those in the Canadian Borrowing Base or the U.S. Borrowing Base at such time, or (y) assets of a type substantially similar to those in the Canadian Borrowing Base or the U.S Borrowing Base at such time, in the case of this clause (y) with an aggregate net book value in excess of $180,000,000, then (i) the Parent Borrower may deliver an appraisal prepared by a Qualified Appraisal Company with respect to such acquired assets and (ii) until such appraisal is delivered or waived in writing by the Co-Collateral Agent, the assets acquired pursuant to such acquisition shall not be included in the Borrowing Base Certificate, the Canadian Borrowing Base or the U.S. Borrowing Base. With respect to any acquisition that is consummated in a series of transactions, any of which might constitute an Investment but not the acquisition of all of the business or assets of, or stock or other evidences of beneficial ownership of, any Person, the Parent Borrower at its option may classify such transactions in whole or in part as an acquisition subject to this Section 8.10 (and for the avoidance of doubt not as Investments subject to Section 8.9), with compliance with this Section 8.10 determined as of the date of the first such transaction so classified as if all such transactions so classified had been consummated on such date.
Appears in 1 contract
Samples: Credit Agreement (Hertz Corp)
Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Parent Borrower and its Subsidiaries shall be allowed to make any such acquisitions so long as:
(a) such acquisition is expressly permitted by subsection 8.5, or
(b) the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisition) consists solely of any combination of:
(i) Capital Stock of Investors any Parent Entity or Holding;Holdings; and/or
(ii) cash in an amount equal to the Net Cash Proceeds of the sale or issuance of Capital Stock of Investors any Parent Entity or Holding Holdings which amount is 150 contributed to the Parent Borrower within 90 days prior to the date of the relevant acquisition;acquisition (and is not a Specified Equity Contribution); and/or
(iii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, cash and other property (excluding cash and other property covered under in clauses (i), (ii) and (ivii) of this subsection 8.10(b8.9(b)) and Indebtedness (whether incurred or assumed) , in an aggregate amount); provided that (i) the aggregate amount whichof such cash consideration (net of any increase in the Available RCF Commitment attributable to the purchase of revenue earning equipment in connection with such acquisition) paid pursuant to this clause (b)(iii), when aggregated with (A) all other amounts of Guarantee Obligations outstanding pursuant to subsection 8.4(o), (ii), (B) all cash dividends paid pursuant to paragraph 8.7(k), (C) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment not to exceed the original amount invested) pursuant to paragraphs 8.8(k) and such other property paid for acquisitions, (o) and Indebtedness incurred or assumed, in each case in reliance on this clause (iiiD) all optional prepayments made pursuant to subsection 8.13(f), does not exceed $50,000,000; provided that such amount shall be increased by an amount equal to $5,000,000 on each anniversary of 100,000,000 in the Closing Date, so long as no Default or Event of Default shall have occurred aggregate and be continuing on any date on which such amount is to be increased; and/or
(iv) additional cash and other property (excluding cash and other property covered under clauses (i), (ii) the aggregate consideration paid in respect of acquisitions of Persons that are organized (or assets that are located) outside of the United States and Canada pursuant to this paragraph (iii) of this subsection 8.10(bb)(iii)) and Indebtedness (whether incurred or assumed) in an aggregate amount which, when aggregated with all other amounts Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment not to exceed the original amount invested) pursuant to paragraphs (k) and (o) of cash and such other property paid for acquisitionssubsection 8.8, and Indebtedness incurred or assumed, in each case in reliance on this clause (iv), does shall not exceed $75,000,000, provided that such acquisition is made at a time when the Consolidated Leverage Ratio, calculated on a pro forma basis after giving effect to such acquisition (such calculation to be made in a manner reasonably satisfactory to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Parent Borrower and delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such acquisition), is equal to or less than 4.00:1.00;35,000,000; or
(c) such acquisition is the KMF Acquisition and the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisition) does not exceed €20,000,000Payment Conditions shall have been satisfied; provided, further further, that in the case of each such acquisition pursuant to clauses paragraphs (a), (b) and (c) of this subsection 8.9, after giving effect thereto, no Default or Event of Default shall occur as a result of such acquisition.
Appears in 1 contract
Samples: Credit Agreement (RSC Holdings Inc.)
Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Parent Borrower and its Subsidiaries shall be allowed to make any such acquisitions so long as:
(a) such acquisition is expressly permitted by subsection 8.5, or
(b) the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisition) consists solely of any combination of:
(i) Capital Stock of Investors any Parent Entity or Holding;Holdings; and/or
(ii) cash in an amount equal to the Net Cash Proceeds of the sale or issuance of Capital Stock of Investors any Parent Entity or Holding Holdings which amount is contributed to the Parent Borrower within 90 days prior to the date of the relevant acquisition;acquisition (and is not a Specified Equity Contribution); and/or
(iii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, cash and other property (excluding cash and other property covered under in clauses (i), (ii) and (ivii) of this subsection 8.10(b8.9(b)) and Indebtedness (whether incurred or assumed) , in an aggregate amount); provided that (i) the aggregate amount whichof such cash consideration (net of any increase in the Available RCF Commitment attributable to the purchase of revenue earning equipment in connection with such acquisition) paid pursuant to this clause (b)(iii), when aggregated with (A) all other amounts of Guarantee Obligations outstanding pursuant to subsection 8.4(o), (ii), (B) all cash dividends paid pursuant to paragraph 8.7(k), (C) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment not to exceed the original amount invested) pursuant to paragraphs 8.8(k) and such other property paid for acquisitions, (o) and Indebtedness incurred or assumed, in each case in reliance on this clause (iiiD) all optional prepayments made pursuant to subsection 8.13(f), does not exceed $50,000,000; provided that such amount shall be increased by an amount equal to $5,000,000 on each anniversary of 100,000,000 in the Closing Date, so long as no Default or Event of Default shall have occurred aggregate and be continuing on any date on which such amount is to be increased; and/or
(iv) additional cash and other property (excluding cash and other property covered under clauses (i), (ii) the aggregate consideration paid in respect of acquisitions of Persons that are organized (or assets that are located) outside of the United States and Canada pursuant to this paragraph (iii) of this subsection 8.10(bb)(iii)) and Indebtedness (whether incurred or assumed) in an aggregate amount which, when aggregated with all other amounts Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment not to exceed the original amount invested) pursuant to paragraphs (k) and (o) of cash and such other property paid for acquisitionssubsection 8.8, and Indebtedness incurred or assumed, in each case in reliance on this clause (iv), does shall not exceed $75,000,000, provided that such acquisition is made at a time when the Consolidated Leverage Ratio, calculated on a pro forma basis after giving effect to such acquisition (such calculation to be made in a manner reasonably satisfactory to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Parent Borrower and delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such acquisition), is equal to or less than 4.00:1.00;35,000,000; or
(c) such acquisition is the KMF Acquisition and the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisition) does not exceed €20,000,000Payment Conditions shall have been satisfied; provided, further further, that in the case of each such acquisition pursuant to clauses paragraphs (a), (b) and (c) of this subsection 8.9, after giving effect thereto, no Default or Event of Default shall occur as a result of such acquisition.
Appears in 1 contract
Samples: Credit Agreement (RSC Holdings Inc.)
Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Parent Borrower and its Subsidiaries shall be allowed to make any such acquisitions acquisition so long as:
(a) such acquisition is expressly permitted by subsection 8.5Section 7.5, or
(b) the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness Indebtedness incurred or assumed in connection with such acquisition) consists solely of any combination of:
(i) Capital Stock of Investors the Borrower or Holding;any Parent Entity; and/or
(ii) cash Cash, property and/or Indebtedness (whether incurred or assumed) in an aggregate amount equal to not exceeding the greater of (x) the sum of (A) the aggregate Net Cash Proceeds of all Asset Sales pursuant to Section 7.6 not required to be applied to a mandatory prepayment of the sale or issuance of Capital Stock of Investors or Holding which amount is contributed Term Loans pursuant to Section 3.4(c)(i)(2) plus (B) Cumulative Excess Cash Flow Not Otherwise Applied and (y) the Parent Borrower within 90 days Available Amount immediately prior to the date time of the relevant acquisition;payment of such cash consideration pursuant to this clause (ii)(y); and/or
(iii) Cash, property and/or Indebtedness (whether incurred or assumed) in an aggregate amount not exceeding the Available Excluded Contribution Amount immediately prior to the time of payment of such cash and other property consideration pursuant to this clause (excluding cash and other property covered under clauses (iiii), (ii) and ; and/or
(iv) of this subsection 8.10(b)) other cash, property and Indebtedness (whether incurred or assumed) in an aggregate amount whichthat, when aggregated with all other amounts of such cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, in each case in reliance on this clause (iii), does not exceed $50,000,000; provided that such amount shall be increased by an amount equal to $5,000,000 on each anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased; and/or
(iv) additional cash and other property (excluding cash and other property covered under clauses (i), (ii) and (iii) of this subsection 8.10(b)) and Indebtedness (whether incurred or assumed) in an aggregate amount which, when aggregated with all other amounts of cash and such other property paid for acquisitionspaid, and Indebtedness incurred or assumed, in each case in reliance on this clause (iv), does not exceed $75,000,00020,000,000 in the aggregate since the Closing Date; or
(c) (i) immediately after giving effect to such acquisition, provided that no Default or Event of Default shall have occurred and be continuing as a result of such acquisition is made at a time when acquisition, (ii) the Consolidated Leverage RatioRatio for the Most Recent Four Quarter Period, calculated on a pro forma basis after giving effect to such acquisition, is equal to or less than either (x) 4.00 to 1.00 or (y) the Consolidated Leverage Ratio for the Most Recent Four Quarter Period prior to giving effect such acquisition (such calculation to be made in a manner reasonably satisfactory to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by of a Responsible Officer of the Parent Borrower and delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) at least three Business Days promptly upon or prior to the consummation of such acquisition), is equal to or less than 4.00:1.00;
and (ciii) such acquisition is the KMF Acquisition and the aggregate consideration paid by the Parent Borrower acquired Person and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisitionto the extent the same become Wholly Owned Domestic Subsidiaries) does not exceed €20,000,000; provided, further that in the case of each such acquisition shall become Guarantors pursuant to clauses (a), (b) and (c) after giving effect thereto, no Default or Event the terms of Default shall occur as a result of such acquisition.Section 6.9(b).10
Appears in 1 contract
Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Parent Borrower and its Subsidiaries shall be allowed to make any such acquisitions so long as:
(a) such acquisition is expressly permitted by subsection 8.5, 8.5(a) or (b); or
(b) the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisition) consists solely of any combination of:
(i) Capital Stock of Investors any Parent Entity or Holding;Holdings; and/or
(ii) cash in an amount equal to the Net Cash Proceeds of from the sale or issuance of Capital Stock of Investors any Parent Entity or Holding Holdings which amount is contributed to the Parent Borrower within 90 ninety (90) days prior to the date of the relevant acquisition;acquisition (and is not a Specified Equity Contribution); and/or
(iii) cash so long as no Default or Event of Default has occurred and is continuing or would result therefrom, cash, other property (excluding cash and other property covered under in clauses (i), (ii) and (iv) of this subsection 8.10(b8.9(b)) and Indebtedness (whether incurred or assumed); provided that (i) in an the aggregate amount whichof such cash consideration, other property and Indebtedness (net (without duplication of any amounts netted pursuant to paragraph (b)(iv) below) of any increase in the Available RCF Commitments attributable to the purchase of revenue earning equipment in connection with such acquisition) paid pursuant to this clause (b)(iii) does not exceed $200,000,000 in the aggregate and (ii) the aggregate consideration paid in respect of acquisitions of Persons that are organized (or assets that are located) outside of the United States and Canada pursuant to this paragraph (b)(iii) and paragraph (b)(iv) below, when aggregated with all other amounts Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment not to exceed the amount originally advanced, loaned or otherwise invested) pursuant to paragraph (k) of cash subsection 8.8 and such other property paid for acquisitionsall Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment not to exceed the amount originally advanced, loaned or otherwise invested) in Persons that are organized outside of the United States and Indebtedness incurred or assumedCanada pursuant to paragraph (o) of subsection 8.8, in each case in reliance on this clause (iii), does shall not exceed $50,000,000; provided that such amount shall be increased by an amount equal to $5,000,000 on each anniversary of the Closing Date, and/or
(iv) so long as no Default or Event of Default shall have has occurred and be is continuing on any date on which such amount is to be increased; and/or
(iv) additional cash and or would result therefrom, cash, other property (excluding cash and other property covered under in clauses (i), (ii) and (iii) of this subsection 8.10(b8.9(b)) and Indebtedness (whether incurred or assumed); provided that (i) in an the aggregate amount whichof such cash consideration, other property and Indebtedness (net (without duplication of any amounts netted pursuant to paragraph (b)(iii) above) of any increase in the Available RCF Commitments attributable to the purchase of revenue earning equipment in connection with such acquisition) paid pursuant to this clause (b)(iv), when aggregated with (A) all other amounts of Guarantee Obligations outstanding pursuant to subsection 8.4(o), (B) all cash dividends paid pursuant to subsection 8.7(j), (C) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment not to exceed the original amount invested) pursuant to paragraphs 8.8(k) and such other property paid for acquisitions, (o) and Indebtedness incurred or assumed, in each case in reliance on this clause (ivD) all optional prepayments made pursuant to subsection 8.13(d), does not exceed $75,000,000, provided 100,000,000 in the aggregate and (ii) the aggregate consideration paid in respect of acquisitions of Persons that such acquisition is made at a time when the Consolidated Leverage Ratio, calculated on a pro forma basis after giving effect to such acquisition are organized (such calculation to be made in a manner reasonably satisfactory to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by a Responsible Officer or assets that are located) outside of the Parent Borrower United States and delivered Canada pursuant to this paragraph (b)(iv) and paragraph (b)(iii) above, when aggregated with all Investments (determined as the Administrative Agent amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment not to exceed the amount originally advanced, loaned or otherwise invested) pursuant to paragraph (which k) subsection 8.8 and all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment not to exceed the amount originally advanced, loaned or otherwise invested) in Persons that are organized outside of the United States and Canada pursuant to paragraph (o) of subsection 8.8, shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such acquisition), is equal to or less than 4.00:1.00;not exceed $50,000,000; or
(c) such acquisition is the KMF Acquisition and the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisition) does not exceed €20,000,000Payment Conditions shall have been satisfied; provided, further further, that in the case of each such acquisition pursuant to clauses paragraphs (a), (b) and (c) of this subsection 8.9, after giving effect thereto, no Default or Event of Default shall occur as a result of such acquisition.
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Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Parent Borrower and its Subsidiaries shall be allowed to make any such acquisitions so long as:
(a) such acquisition is expressly permitted by subsection 8.5, or
(b) the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisition) consists solely of any combination of:
(i) Capital Stock of Investors or Holding;
(ii) cash in an amount equal to the Net Cash Proceeds of the sale or issuance of Capital Stock of Investors or Holding which amount is contributed to the Parent Borrower within 90 days prior to the date of the relevant acquisition;
(iii) cash and other property (excluding cash and other property covered under clauses (i), (ii) and (iv) of this subsection 8.10(b8.9(b)) and Indebtedness (whether incurred or assumed) in an aggregate amount which, when aggregated with all other amounts of cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, in each case in reliance on this clause (iii), does not exceed $50,000,00090,000,000; provided that such amount shall be increased by an amount equal to $5,000,000 10,000,000 on each anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased; and/or
(iv) additional cash and other property (excluding cash and other property covered under clauses (i), (ii) and (iii) of this subsection 8.10(b8.9(b)) and Indebtedness (whether incurred or assumed) in an aggregate amount which, when aggregated with all other amounts of cash and such other property paid for acquisitions, and Indebtedness incurred or assumed, in each case in reliance on this clause (iv), does not exceed $75,000,000, provided that such acquisition is made at a time when the Consolidated Leverage Ratio, calculated on a pro forma basis after giving effect to such acquisition (such calculation to be made Holding is in a manner reasonably satisfactory to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Parent Borrower and delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such acquisition), is equal to or less than 4.00:1.00;
(c) such acquisition is the KMF Acquisition and the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisition) does not exceed €20,000,000Pro Forma Compliance; provided, further that in the case of each such acquisition pursuant to clauses (a), (b) and (cb) after giving effect thereto, no Default or Event of Default shall occur as a result of such acquisition.
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Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Parent Borrower and its Subsidiaries shall be allowed to make any such acquisitions so long as:
(a) such acquisition is expressly permitted by subsection 8.5, or
(b) the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisition) consists solely of any combination of:
(i) Capital Stock of Investors any Parent Entity or Holding;Holdings; and/or
(ii) cash in an amount equal to the Net Cash Proceeds of the sale or issuance of Capital Stock of Investors any Parent Entity or Holding Holdings which amount is contributed to the Parent Borrower within 90 ninety (90) days prior to the date of the relevant acquisition;acquisition (and is not a Specified Equity Contribution); and/or
(iii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, cash and other property (excluding cash and other property covered under in clauses (i), (ii) and (ivii) of this subsection 8.10(b8.9(b)) and Indebtedness (whether incurred or assumed) , in an aggregate amount); provided that (i) the aggregate amount whichof such cash consideration (net of any increase in the Available RCF Commitment attributable to the purchase of revenue earning equipment in connection with such acquisition) paid pursuant to this clause (b)(iii), when aggregated with (A) all other amounts of Guarantee Obligations outstanding pursuant to subsection 8.4(o), (B) all cash dividends paid pursuant to paragraph 8.7(k), (C) all Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment not to exceed the original amount invested) pursuant to paragraphs 8.8(k) and such other property paid for acquisitions, (o) and Indebtedness incurred or assumed, in each case in reliance on this clause (iiiD) all optional prepayments made pursuant to subsection 8.13(f), does not exceed $50,000,000; provided that such amount shall be increased by an amount equal to $5,000,000 on each anniversary of 100,000,000 in the Closing Date, so long as no Default or Event of Default shall have occurred aggregate and be continuing on any date on which such amount is to be increased; and/or
(iv) additional cash and other property (excluding cash and other property covered under clauses (i), (ii) the aggregate consideration paid in respect of acquisitions of Persons that are organized (or assets that are located) outside of the United States and Canada pursuant to this paragraph (iii) of this subsection 8.10(bb)(iii)) and Indebtedness (whether incurred or assumed) in an aggregate amount which, when aggregated with all other amounts Investments (determined as the amount originally advanced, loaned or otherwise invested, less any returns on the respective Investment not to exceed the original amount invested) pursuant to paragraphs (k) and (o) of cash and such other property paid for acquisitionssubsection 8.8, and Indebtedness incurred or assumed, in each case in reliance on this clause (iv), does shall not exceed $75,000,000, provided that such acquisition is made at a time when the Consolidated Leverage Ratio, calculated on a pro forma basis after giving effect to such acquisition (such calculation to be made in a manner reasonably satisfactory to the Administrative Agent and to be evidenced by a certificate in form and substance reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Parent Borrower and delivered to the Administrative Agent (which shall promptly deliver copies to each Lender) at least three Business Days prior to the consummation of such acquisition), is equal to or less than 4.00:1.00;35,000,000; or
(c) such acquisition is the KMF Acquisition and the aggregate consideration paid by the Parent Borrower and its Subsidiaries for such acquisition (including cash and indebtedness incurred or assumed in connection with such acquisition) does not exceed €20,000,000Payment Conditions shall have been satisfied; provided, further further, that in the case of each such acquisition pursuant to clauses paragraphs (a), (b) and (c) of this subsection 8.9, after giving effect thereto, no Default or Event of Default shall occur as a result of such acquisition.
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