Common use of Limitations on Creation of Subsidiaries Clause in Contracts

Limitations on Creation of Subsidiaries. No Credit Party will establish, create or acquire after the Closing Date any Subsidiary, provided that the Credit Parties shall be permitted to establish, create and, to the extent permitted by Section 6.1, acquire Subsidiaries so long as (i) each such new Subsidiary is a Wholly-Owned Subsidiary, (ii) all of the Stock of each such new Subsidiary is pledged pursuant to the Pledge Agreement and the certificates representing such Stock, together with stock or other powers duly executed in blank, are delivered to Agent for the benefit of Lenders, and (iii) each such new Subsidiary executes and delivers to Agent and Lenders (1) a Joinder Agreement whereby such Subsidiary becomes a party to this Agreement as a “Credit Party” hereunder, a party to the Subsidiary Guaranty as a “Guarantor” thereunder, a party to the Security Agreement as a “Grantor” thereunder and, if applicable, a party to the Pledge Agreement as a “Pledgor” thereunder and (2) if and to the extent reasonably requested by Agent or Required Lenders, all other relevant documentation of the type described in Section 2 and the Closing Checklist as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Closing Date.

Limitations on Creation of Subsidiaries. No Credit Party will establish, create or acquire any Subsidiary on or after the Closing Date any SubsidiaryDate, provided that the Credit Parties shall be permitted to establish, create and, to the extent permitted by Section 6.1, acquire Subsidiaries so long as (i) each such new Subsidiary is a Wholly-Owned Subsidiary, (ii) all of the Stock of each such new Subsidiary is pledged pursuant to the Pledge Guaranty and Security Agreement and the certificates representing such Stock, together with stock or other powers duly executed in blank, are delivered to Agent for the benefit of Lenders, and (iii) each such new Subsidiary executes and delivers to Agent and Lenders (1) a Joinder Agreement whereby such Subsidiary becomes a party to this Agreement as a “Credit Party” hereunder, a party to the Subsidiary Guaranty and Security Agreement as a “Guarantor” thereunder, a party to the Security Agreement as and a “Grantor” thereunder and, if applicable, a party to the Pledge Agreement as a “Pledgor” thereunder and (2) if and to the extent reasonably requested by Agent or Required Requisite Lenders, all other relevant documentation of the type described in Section 2 and the Closing Checklist as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Closing Date.

Limitations on Creation of Subsidiaries. No Credit Party will establish, create or acquire any Subsidiary on or after the Closing Date any SubsidiarySecond Restatement Execution Date, provided that the Credit Parties shall be permitted to acquire the Country Road Entities pursuant to the Country Road Acquisition Agreement and shall be permitted to establish, create and, to the extent permitted by Section 6.1, acquire Subsidiaries so long as (i) each such new Subsidiary is a Wholly-Owned Subsidiary, (ii) all of the Stock of each such new Subsidiary is pledged pursuant to the Pledge Agreement and the certificates representing such Stock, together with stock or other powers duly executed in blank, are delivered to Agent for the benefit of Lenders, and (iii) each such new Subsidiary executes and delivers to Agent and Lenders (1) a Joinder Agreement whereby such Subsidiary becomes a party to this Agreement as a “"Credit Party” " hereunder, a party to the Subsidiary Guaranty as a “"Guarantor” " thereunder, a party to the Security Agreement as a “"Grantor” " thereunder and, if applicable, a party to the Pledge Agreement as a “"Pledgor” " thereunder (except that War Acquisition shall not be required to so become a party to the Subsidiary Guaranty or the Security Agreement unless required by Section 5.16) and (2) if and to the extent reasonably requested by Agent or Required Lenders, all other relevant documentation of the type described in Section 2 and the Closing Checklist as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Second Restatement Closing Date.

Limitations on Creation of Subsidiaries. No Credit Party will establish, create or acquire on or after the Restatement Closing Date any Subsidiary, provided that the Credit Parties shall be permitted to acquire the Mid-Maine Entities pursuant to the Mid-Maine Acquisition Agreement and shall be permitted to establish, create and, to the extent permitted by Section 6.1, acquire Subsidiaries so long as (i) each such new Subsidiary is a Wholly-Owned Subsidiary, (ii) all of the Stock of each such new Subsidiary is pledged pursuant to the Pledge Agreement and the certificates representing such Stock, together with stock or other powers duly executed in blank, are delivered to Agent for the benefit of Lenders, and (iii) each such new Subsidiary executes and delivers to Agent and Lenders (1) a Joinder Agreement whereby such Subsidiary becomes a party to this Agreement as a “"Credit Party” " hereunder, a party to the Subsidiary Guaranty as a “"Guarantor” " thereunder, a party to the Security Agreement as a “"Grantor” " thereunder and, if applicable, a party to the Pledge Agreement as a “"Pledgor” " thereunder (except that Mid-Maine Telecom shall not be required to so become a party to the Subsidiary Guaranty or the Security Agreement unless required by Section 5.15) and (2) if and to the extent reasonably requested by Agent or Required Lenders, all other relevant documentation of the type described in Section 2 and the Closing Checklist as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Restatement Closing Date.