Liquidations, Mergers, Consolidations, Acquisitions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that (1) any Subsidiary of the Borrower may consolidate or merge into another such Subsidiary and Nicolet Vascular Inc., Xxxxxx-Xxxxxxx, Inc. and Bird Life Design Corporation shall be permitted to merge with or consolidate with the Borrower, and (2) the Borrower or any Subsidiary of the Borrower may acquire, whether by purchase or by merger, (A) all of the ownership interests of another Person or (B) substantially all of assets of another Person or of a business or division of another Person (each a "Permitted Acquisition"), provided that each of the following requirements is met: (i) if the Borrower or such Subsidiary is acquiring the ownership interests in such Person, such Person (A) if a Domestic Subsidiary which is not a Subsidiary of a Foreign Subsidiary, shall execute a Guarantor Joinder and join this Agreement as a Guarantor pursuant to Section 10.18 [Joinder of Guarantors or Pledge Under Pledge Agreement], or (B) if a Foreign Subsidiary which is not a Subsidiary of a Foreign Subsidiary, the Subsidiary Shares, LLC Interests or Partnership Interests and other ownership interests such Person, which would be required to be pledged under Section 7.1.11 [Guarantees and Pledged Interests] under the Pledge Agreement shall become subject to a pledge under Pledge Agreement on or before the date of such Permitted Acquisition but only as required by Section 7.1.11 [Guarantors and Pledged Interests]; (ii) the Borrower, such Subsidiary, such Person and its owners, as applicable, shall comply with Section 10.18 [Joinder of Guarantors or Pledge under the Pledge Agreement], if applicable, on, or within ten (10) Business Days after, the date of such Permitted Acquisition; (iii) the board of directors or other equivalent governing body of such Person shall have approved such Permitted Acquisition and, if the Loan Parties shall use any portion of the Loans to fund such Permitted Acquisition, the Loan Parties also shall have delivered to the Banks written evidence of the approval of the board of directors (or equivalent body) of such Person for such Permitted Acquisition; (iv) the business acquired, or the business conducted by the Person whose ownership interests are being acquired, as applicable, shall be substantially the same as one or more line or lines of business conducted by the Borrower or its Restricted Subsidiaries (unless otherwise approved by Required Banks) and shall comply with Section 7.2.9 [Continuation of or Change in Business]; (v) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to such Permitted Acquisition; and (vi) the Borrower shall demonstrate that it shall be in compliance with the covenants contained in Sections 7.2.12, 7.2.13, 7.2.14 and 7.2.15 after giving effect to such Permitted Acquisition (including the EBITDA of such Person, business or assets to be acquired prior to the date of such Permitted Acquisition) by delivering at least five (5) Business Days prior to such Permitted Acquisition a certificate in the form of Exhibit 7.2.5 evidencing such compliance.
Appears in 1 contract
Samples: Senior Multi Currency Revolving Credit Facility (Viasys Healthcare Inc)
Liquidations, Mergers, Consolidations, Acquisitions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that:
(1a) any Subsidiary of Loan Party other than the Borrower may consolidate or merge into another such Subsidiary and Nicolet Vascular Inc., XxxxxxLoan Party which is wholly-Xxxxxxx, Inc. and Bird Life Design Corporation shall be permitted to merge with owned by one or consolidate with more of the Borrower, andother Loan Parties,
(2b) the Borrower or any Subsidiary of the Borrower that is not a Loan Party may dissolve, liquidate or wind-up its affairs or may consolidate or merge into the Borrower or any other Subsidiary of the Borrower, provided that if any such merger or consolidation is with a Loan Party, the entity surviving or resulting from such merger or consolidation shall be a Loan Party, and
(c) any Loan Party or any Subsidiary of a Loan Party may acquire, whether by purchase or by merger, (Aa) all of the ownership interests of another Person or (Bb) substantially all of assets of another Person or of a business or division of another Person (each a "Permitted Acquisition"), provided that each of the following requirements is met:
(i1) if the Borrower or such Subsidiary is Loan Parties are acquiring the ownership interests in such Person, such Person (A) shall, if required to be a Domestic Subsidiary which is not a Subsidiary of a Foreign SubsidiaryGuarantor under Section 8.2.8 [Subsidiaries], shall execute a Guarantor Joinder and join this Agreement as a Guarantor pursuant to in accordance with Section 10.18 8.1.15 [Joinder of Guarantors or Pledge Under Pledge Agreement], or (B) if a Foreign Subsidiary which is not a Subsidiary of a Foreign Subsidiary, the Subsidiary Shares, LLC Interests or Partnership Interests and other ownership interests such Person, which would be required to be pledged under Section 7.1.11 [Guarantees and Pledged Interests] under the Pledge Agreement shall become subject to a pledge under Pledge Agreement on or before the date of such Permitted Acquisition but only as required by Section 7.1.11 [Guarantors and Pledged InterestsGuarantors];
(ii) the Borrower, such Subsidiary, such Person and its owners, as applicable, shall comply with Section 10.18 [Joinder of Guarantors or Pledge under the Pledge Agreement], if applicable, on, or within ten (10) Business Days after, the date of such Permitted Acquisition;
(iii2) the board of directors or other equivalent governing body of such Person shall have approved such Permitted Acquisition and, if the Loan Parties shall use any portion of the Loans to fund such Permitted Acquisition, the Loan Parties also shall have delivered to the Banks written evidence of the approval of the board of directors (or equivalent body) of such Person for such Permitted Acquisition;
(iv3) the business acquired, or the business conducted by the Person whose ownership interests are being acquired, as applicable, shall be substantially the same as one or more line or lines of business conducted by the Borrower or its Restricted Subsidiaries (unless otherwise approved by Required Banks) and shall comply with Section 7.2.9 [Continuation of or Change engaged in a Permitted Business];
(v4) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to such Permitted Acquisition, including without limitation pro forma compliance with Section 8.2.16 [Maximum Leverage Ratio]; and
(vi5) promptly upon written request therefor by the Borrower Administrative Agent, the Loan Parties shall demonstrate that it shall deliver to the Administrative Agent copies of any agreements entered into or proposed to be entered into by such Loan Parties in compliance connection with the covenants contained in Sections 7.2.12, 7.2.13, 7.2.14 and 7.2.15 after giving effect to such a Permitted Acquisition (including and such other information about the EBITDA of such Person, business or assets to be acquired prior to target thereof as the date of such Permitted Acquisition) by delivering at least five (5) Business Days prior to such Permitted Acquisition a certificate in the form of Exhibit 7.2.5 evidencing such complianceAdministrative Agent may reasonably request.
Appears in 1 contract
Samples: Revolving Credit Facility (New Jersey Resources Corp)
Liquidations, Mergers, Consolidations, Acquisitions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that
(1) any Subsidiary of the Borrower which is not a Loan Party may consolidate or merge into another Subsidiary which is not a Loan Party,
(2) any Subsidiary may consolidate or merge into the Borrower or another Loan Party which is directly or indirectly wholly-owned by the Borrower so long as the Borrower or such Subsidiary Loan Party survives such consolidation or merger,
(3) the Borrower may dissolve or wind-up (i) any of its Subsidiaries that are not Loan Parties and Nicolet Vascular Inc.(ii) upon obtaining the prior written consent of the Agent, Xxxxxx-Xxxxxxx, Inc. and Bird Life Design Corporation shall be permitted to merge with or consolidate with the Borrowerany of its Subsidiaries that are Loan Parties, and
(24) the Borrower any Loan Party or any Subsidiary of the Borrower which is not a Loan Party may acquire, whether by purchase or by merger, (A) all of the ownership interests of another Person or (B) all or substantially all of the assets of another Person or of a business or division of another Person (each a "Permitted Acquisition")Person, provided that each of the following requirements is met:
(i) if the Borrower such Loan Party or such Subsidiary is acquiring all of the ownership interests in such Person, such Person (A) if a Domestic Subsidiary which is shall, unless not a Subsidiary of a Foreign Subsidiaryrequired by Section 7.2.9, shall execute a Guarantor Joinder and join this Agreement as a Guarantor pursuant to Section 10.18 [Joinder of Guarantors or Pledge Under Pledge Agreement], or (B) if a Foreign Subsidiary which is not a Subsidiary of a Foreign Subsidiary, the Subsidiary Shares, LLC Interests or Partnership Interests and other ownership interests such Person, which would be required to be pledged under Section 7.1.11 [Guarantees and Pledged InterestsGuarantors] under the Pledge Agreement shall become subject in addition to a pledge under Pledge Guaranty Agreement and such other documents required by Section 10.18 on or before the date of such Permitted Acquisition but only as required by Section 7.1.11 [Guarantors and Pledged Interests]10.18;
(ii) the Borrower, such Subsidiary, such Person and its owners, as applicable, shall comply with Section 10.18 [Joinder of Guarantors or Pledge under the Pledge Agreement], if applicable, on, or within ten (10) Business Days after, the date of such Permitted Acquisition;
(iii) the board of directors or other equivalent governing body of such Person shall have approved such Permitted Acquisition Acquisition, or, if no such approval is required, shall not have objected thereto and, if the such Loan Parties Party or such Subsidiary shall use any portion of the Loans to fund such Permitted Acquisition, the such Loan Parties Party or such Subsidiary also shall have delivered to the Banks written evidence of the approval of the board of directors (or equivalent body) of such Person for such Permitted Acquisition, or, if no such approval is required, shall not have objected thereto;
(iviii) the business acquired, or the business conducted by the Person whose ownership interests are being acquired, as applicable, shall be substantially involve the same as one design, manufacture, sale or more line distribution of medical devices and equipment or lines of business conducted by the Borrower or its Restricted Subsidiaries (unless otherwise approved by Required Banks) and shall comply with Section 7.2.9 [Continuation of or Change in Business]other businesses reasonably related thereto;
(viv) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to such Permitted Acquisition; and;
(viv) the Borrower shall demonstrate that it shall be in compliance with the covenants contained in Sections 7.2.12, 7.2.13, 7.2.13 and 7.2.14 and 7.2.15 after giving effect to such Permitted Acquisition (including in such computation Indebtedness or other liabilities assumed or incurred in connection with such Permitted Acquisition but excluding income earned or expenses incurred by the EBITDA of such Person, business or assets to be acquired prior to the date of such Permitted Acquisition) by delivering at least five (5) Business Days prior to such Permitted Acquisition a certificate in the form of Exhibit 7.2.5 7.2.6 evidencing such compliance;
(vi) the proforma Leverage Ratio after giving effect to such Permitted Acquisition shall not exceed 2.0 to 1.0; and
(vii) immediately after the completion of such Permitted Acquisition, the sum of (a) the difference between (i) the Revolving Credit Commitments minus (ii) the Revolving Facility Usage plus (b) the difference between (i) the cash and Cash Equivalents of the Borrower and its Subsidiaries on a Consolidated basis minus (ii) Fifteen Million and 00/100 Dollars ($15,000,000.00) shall be greater than or equal to Fifteen Million and 00/100 Dollars ($15,000,000.00).
Appears in 1 contract
Liquidations, Mergers, Consolidations, Acquisitions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, ; provided that:
(1) any Subsidiary of Loan Party other than the Borrower may consolidate or merge into another such Subsidiary and Nicolet Vascular Inc., XxxxxxLoan Party which is wholly-Xxxxxxx, Inc. and Bird Life Design Corporation shall be permitted to merge with owned by one or consolidate with more of the Borrower, andother Loan Parties.
(2) the Borrower or any Subsidiary of its Subsidiaries (for the Borrower purposes of this clause (2), an “Acquirer”) may acquire, whether by purchase or by merger, (A) all not less than ninety percent (90%) of the ownership interests of another Person or (B) substantially all of assets of another Person or of a business or division of another Person (each each, a "“Permitted Acquisition"”), provided that each of the following requirements is met:
(i) if the Borrower or such Subsidiary Acquirer is acquiring the ownership interests in such Person, such Person (A) if a Domestic Subsidiary which is not a Subsidiary of a Foreign Subsidiary, shall execute a Guarantor Joinder Agreement and join this Agreement as a Guarantor as and to the extent required pursuant to Section 10.18 11.13 [Joinder of Guarantors or Pledge Under Pledge Agreement], or (B) if a Foreign Subsidiary which is not a Subsidiary of a Foreign Subsidiary, the Subsidiary Shares, LLC Interests or Partnership Interests and other ownership interests such Person, which would be required to be pledged under Section 7.1.11 [Guarantees and Pledged InterestsLoan Party] under the Pledge Agreement shall become subject to a pledge under Pledge Agreement on or before the date of such Permitted Acquisition but only as required by Section 7.1.11 [Guarantors and Pledged Interests]acquisition;
(ii) the Borrower, if such Subsidiary, Acquirer is acquiring assets of such Person and its owners, as applicable, the Acquirer shall comply with Section 10.18 11.13 [Joinder of Guarantors Loan Party] as and to the extent required thereby on or Pledge under the Pledge Agreement], if applicable, on, or within ten (10) Business Days after, before the date of such Permitted Acquisitionacquisition;
(iii) the board of directors or other equivalent governing body of such Person shall have approved such Permitted Acquisition and, if the Loan Parties shall use any portion of the Loans to fund such Permitted Acquisition, the Loan Parties also shall have delivered to the Banks written evidence of the approval of the board of directors (or equivalent body) of such Person for such Permitted Acquisitionacquisition;
(iv) the business acquired, or the business conducted by the Person whose ownership interests are being acquired, as applicable, shall be substantially the same reasonably related to as one or more line or lines of business conducted by the Borrower or its Restricted Subsidiaries (unless otherwise approved by Required Banks) Loan Parties and shall comply with Section 7.2.9 8.2.10 [Continuation of or Change in Business];
(v) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to such Permitted Acquisition; andacquisition;
(vi) the Borrower shall demonstrate that it shall be in compliance with the covenants contained in Sections 7.2.12, 7.2.13, 7.2.14 8.2.15 and 7.2.15 8.2.16 hereof after giving effect to such Permitted Acquisition acquisition (including in such computation Indebtedness or other liabilities assumed or incurred in connection with such acquisition and income earned or expenses incurred by the EBITDA of such Person, business or assets to be acquired prior to the date of such Permitted Acquisitionacquisition),
(vii) by delivering if after giving effect to such acquisition, the Borrower’s Liquidity on a pro forma basis is less than $175,000,000, then the aggregate Consideration for all acquisitions shall not exceed $50,000,000 in any fiscal year of the Borrower (provided however, that acquisitions consummated when the Borrower’s Liquidity on a pro forma basis is equal to or greater than $175,000,000 shall not be included in computing the aggregate acquisitions for the purpose of determining compliance with such $50,000,000 maximum limitation); and
(viii) for acquisitions having Consideration in excess of $25,000,000, the Loan Parties shall deliver to the Administrative Agent (a) at least five twenty (20) days before such acquisition, all financial statements received respect to the Persons or assets proposed to be acquired, (b) at least ten (10) days before such acquisition, drafts of any agreements proposed to be entered into by such Loan Parties in connection with such acquisition, and (c) prior to the date of such acquisition, execution copies of such agreements entered into by such Loan Parties in connection with such acquisition and a Collateral Assignment with respect to the acquisition agreement, and shall deliver to the Administrative Agent such other information about such Person or its assets as any Loan Party may reasonably require.
(3) any Subsidiary of a Loan Party may be liquidated or dissolved if it is inactive or if all or substantially all of the assets of such Subsidiary have been transferred by dividend or distribution, sold or otherwise disposed of in compliance with the terms of this Agreement,
(4) Any Subsidiary of a Loan Party may merge into its parent upon 10 Business Days’ notice to the Administrative Agent.
(5) Business Days prior Any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Party which is wholly-owned by one or more of the other Loan Parties. Notwithstanding anything to the contrary contained herein, so long as no Event of Default or Potential Default then exists, the Borrower may in its discretion (i) cause OMG Electronic Chemicals (M) Sdn. Bhd., formed under the laws of Malaysia (“OMG Malaysia”), to become a Subsidiary of Harko CV, a Netherland partnership (and upon consummation of such Permitted Acquisition a certificate transfer, any Lien of the Administrative Agent in the form equity interests of Exhibit 7.2.5 evidencing OMG Malaysia shall be released), and (ii) convert OMG Electronic Chemicals, Inc. from a corporation to a limited liability company, so long as such compliancelimited liability company executes and delivers to the Administrative Agent such Loan Documents or joinders, amendments and supplements to Loan Documents as the Administrative Agent may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Om Group Inc)
Liquidations, Mergers, Consolidations, Acquisitions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that
(1) any Subsidiary of Loan Party other than the Borrower and the Co-Borrower may consolidate or merge into another Loan Party which is wholly-owned by one or more of the other Loan Parties, provided, that Borrower and the Co-Borrower shall deliver to the Administrative Agent copies of the applicable merger or consolidation documentation within five (5) Business Days after the effective date of such Subsidiary merger or consolidation and Nicolet Vascular Inc.the appropriate Loan Parties shall promptly thereafter (but in no event in less than five (5) Business Days after the Administrative Agent's request therefore) execute and deliver to the Administrative Agent new UCC-1 financing statements or amendments to filed UCC-1 financing statements, Xxxxxx-Xxxxxxxas appropriate in the discretion of the Administrative Agent, Inc. and Bird Life Design Corporation shall be permitted take such other action as is necessary to merge with maintain first priority Liens in the assets of the parties to such merger or consolidate with the Borrower, andconsolidation;
(2) with the Borrower or prior written consent of all the Lenders, any Subsidiary of the Borrower Loan Party may acquire, whether by purchase or by merger, (A) all of the ownership interests of another Person or (B) substantially all of assets of another Person or of a business or division of another Person (each a an "Permitted Acquisition"), provided that each of the following requirements is met:
(i) such Person shall be a corporation, limited liability company or other entity with respect to applicable state law providing that the owners of all stock or other ownership interests in such entity shall not be liable for any obligations of such entity or for the claims of any creditors thereof,
(ii) if the Borrower or such Subsidiary is Loan Parties are acquiring the ownership interests in such Person, such Person (A) if a Domestic Subsidiary which is not a Subsidiary of a Foreign Subsidiary, shall execute a Guarantor Joinder and join this Agreement as a Guarantor pursuant to Section 10.18 [Joinder of Guarantors 11.18 and such Person and its owners shall grant Liens in the assets and stock or Pledge Under Pledge Agreement], or (B) if a Foreign Subsidiary which is not a Subsidiary of a Foreign Subsidiary, the Subsidiary Shares, LLC Interests or Partnership Interests and other ownership interests in such Person, which would be required to be pledged under Person and otherwise comply with Section 7.1.11 [Guarantees and Pledged Interests] under the Pledge Agreement shall become subject to a pledge under Pledge Agreement 11.18 on or before the date of such Permitted Acquisition but only as required by Section 7.1.11 [Guarantors and Pledged Interests];
(ii) the Borrower, such Subsidiary, such Person and its owners, as applicable, shall comply with Section 10.18 [Joinder of Guarantors or Pledge under the Pledge Agreement], if applicable, on, or within ten (10) Business Days after, the date of such Permitted Acquisition;,
(iii) the board of directors or other equivalent governing body of such Person shall have approved such Permitted Acquisition and, if and the Loan Parties shall use any portion of the Loans to fund such Permitted Acquisition, the Loan Parties also shall have delivered to the Banks Lenders written evidence of the such approval of the board of directors (or equivalent body) of such Person for prior to such Permitted Acquisition;,
(iv) the business acquired, or the business conducted by the Person whose ownership interests are being acquired, as applicable, (x) shall be substantially the same as one or more line or lines the Line of Business (y) shall have Consolidated Cash Flow from Operations, as measured for the four fiscal quarters of such business conducted by preceding the Borrower or its Restricted Subsidiaries date of the acquisition, of at least $1.00, and (unless otherwise approved by Required Banksz) and shall comply with Section 7.2.9 [Continuation of or Change in Business];8.2.10,
(v) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to such Permitted Acquisition; and,
(vi) the Borrower and the Co-Borrower shall demonstrate that it shall be in have given the Administrative Agent quarterly compliance with certificate of the covenants contained in Sections 7.2.12, 7.2.13, 7.2.14 and 7.2.15 after giving effect to such Permitted Acquisition (including the EBITDA of such Person, business or assets to be acquired prior to the date of such Permitted Acquisition) by delivering at least five (5) Business Days prior to such Permitted Acquisition a certificate Borrower in the form of Exhibit 7.2.5 evidencing 8.3.4 which evidences that after giving effect to the Permitted Acquisition and any Loans to be made in connection therewith, the Borrower is not in default with respect the covenants set forth in Section 8.2.16,
(vii) any Consideration given by the Loan Parties in the form of Indebtedness to be paid at a date after the closing date of the Permitted Acquisition shall be subordinated to the Loans and other Obligations on terms and conditions satisfactory to the Administrative Agent, and
(viii) the Loan Parties shall have delivered to the Lenders such complianceopinions of counsel in form and substance satisfactory to the Administrative Agent or such other evidence as shall be satisfactory to the Administrative Agent in its sole discretion that the Loan Parties are in compliance with all applicable Law in any additional states in which the Loan Parties do business after the consummation of the Permitted Acquisition; and
(3) the Borrower or the Co-Borrower may acquire assets of retail store sites from Persons in the same Line of Business as the Loan Parties in the ordinary course of business as permitted under Section 8.2.7(iv).
Appears in 1 contract
Samples: Credit Agreement (Rent Way Inc)
Liquidations, Mergers, Consolidations, Acquisitions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, ; provided that
(1i) any Subsidiary of Loan Party other than the Borrower may consolidate or merge into another such Subsidiary and Nicolet Vascular Inc., XxxxxxLoan Party which is wholly-Xxxxxxx, Inc. and Bird Life Design Corporation shall be permitted to merge with owned by one or consolidate with more of the Borrower, andother Loan Parties;
(2ii) the Borrower Foreign Reorganization may be consummated;
(iii) any Loan Party or any Subsidiary of the Borrower a Loan Party may acquire, whether by purchase or by merger, ,
(A) all or substantially all of the ownership interests of another Person or or
(B) all or substantially all of the assets of another Person or of a business or division of another Person (each a "Permitted Acquisition"), provided that that, each of the following requirements is met:
(iC) if the Borrower or such Subsidiary a Loan Party is acquiring the ownership interests in such Person, such Person (A) if a Domestic Subsidiary which is shall, unless not a Subsidiary of a Foreign Subsidiaryrequired by Section 7.2.8 [Subsidiaries, shall Partnerships and Joint Ventures], execute a Guarantor Joinder and such other documents required by Section 10.13 [Joinder of Guarantors] and join this Agreement as a Guarantor pursuant to Section 10.18 10.13 [Joinder of Guarantors or Pledge Under Pledge Agreement], or Guarantors] within thirty (B30) if a Foreign Subsidiary which is not a Subsidiary of a Foreign Subsidiary, the Subsidiary Shares, LLC Interests or Partnership Interests and other ownership interests such Person, which would be required to be pledged under Section 7.1.11 [Guarantees and Pledged Interests] under the Pledge Agreement shall become subject to a pledge under Pledge Agreement on or before days after the date of such Permitted Acquisition but only (or such later date as required agreed to by Section 7.1.11 [Guarantors and Pledged Interests]the Administrative Agent in its reasonable discretion);
(ii) the Borrower, such Subsidiary, such Person and its owners, as applicable, shall comply with Section 10.18 [Joinder of Guarantors or Pledge under the Pledge Agreement], if applicable, on, or within ten (10) Business Days after, the date of such Permitted Acquisition;
(iii) the board of directors or other equivalent governing body of such Person shall have approved such Permitted Acquisition and, if the Loan Parties shall use any portion of the Loans to fund such Permitted Acquisition, the Loan Parties also shall have delivered to the Banks written evidence of the approval of the board of directors (or equivalent body) of such Person for such Permitted Acquisition;
(iv) the business acquired, or the business conducted by the Person whose ownership interests are being acquired, as applicable, shall be substantially the same as one or more line or lines of business conducted by the Borrower or its Restricted Subsidiaries (unless otherwise approved by Required Banks) and shall comply with Section 7.2.9 [Continuation of or Change in Business];
(vD) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to such Permitted Acquisition; and
(viE) in the Borrower shall demonstrate that it case of a merger or consolidation involving a Loan Party, a Loan Party shall be the continuing and surviving entity; and
(iv) an Excluded Subsidiary that is not a Material Subsidiary may dissolve, liquidate and wind-up its affairs, so long as such dissolution, liquidation, or winding-up could not reasonably be expected to result in compliance with the covenants contained in Sections 7.2.12, 7.2.13, 7.2.14 and 7.2.15 after giving effect to such Permitted Acquisition (including the EBITDA of such Person, business or assets to be acquired prior to the date of such Permitted Acquisition) by delivering at least five (5) Business Days prior to such Permitted Acquisition a certificate in the form of Exhibit 7.2.5 evidencing such complianceMaterial Adverse Change.
Appears in 1 contract
Samples: Credit Agreement (MSA Safety Inc)
Liquidations, Mergers, Consolidations, Acquisitions. Each of the Loan Parties The Borrower shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that
(1) that any Loan Party other than the Borrower may consolidate with or merge into another Loan Party and any Subsidiary of the Borrower may consolidate with or merge merger into another such Subsidiary and Nicolet Vascular Inc., Xxxxxx-Xxxxxxx, Inc. and Bird Life Design Corporation shall be permitted to merge with or consolidate with the Borrower, and
(2) the Borrower or any Subsidiary of the Borrower or into a Loan Party if the Loan Party shall be the surviving entity, and any Loan Party or Subsidiary of a Loan Party may acquire, whether by purchase or by merger, (A) all of the ownership interests of another Person or (B) substantially all of assets of another Person or of a business or division of another Person (each a "Permitted Acquisition"), ) provided that each of the following requirements is met:
(i) : if the Borrower a Loan Party will form or such acquire any Material Subsidiary is acquiring the ownership interests in such PersonAcquisition or if any existing Subsidiary shall become a Material Subsidiary as a result of such Acquisition, such Person (A) if a Domestic Material Subsidiary which is not a Subsidiary of a Foreign Subsidiary, shall execute a Guarantor Joinder guarantor joinder agreement in form and substance satisfactory to the Agent and join this Agreement as a Guarantor pursuant to Section 10.18 [Joinder and such other of Guarantors or Pledge Under Pledge Agreement], or (B) if a Foreign Subsidiary which is not a Subsidiary of a Foreign Subsidiary, the Subsidiary Shares, LLC Interests or Partnership Interests and other ownership interests such Person, which would be required to be pledged under Section 7.1.11 [Guarantees and Pledged Interests] under the Pledge Agreement shall become subject to a pledge under Pledge Agreement on or before the date of such Permitted Acquisition but only as required by Section 7.1.11 [Guarantors and Pledged Interests];
(ii) the Borrower, such Subsidiary, such Person and its owners, as applicable, shall comply with Section 10.18 [Joinder of Guarantors or Pledge under the Pledge Agreement], if applicable, on, or within ten (10) Business Days after, the date of such Permitted Acquisition;
(iii) the board of directors or other equivalent governing body of such Person shall have approved such Permitted Acquisition and, if the Loan Parties Documents as the Agent shall use any portion of the Loans to fund such Permitted Acquisitionreasonably require, the Loan Parties also shall have delivered to the Banks written evidence of the approval of the board of directors (or equivalent body) of such Person for such Permitted Acquisition;
(iv) the business acquired, or the business conducted by the Person whose ownership interests are being acquired, as applicable, shall be substantially the same as one or more line or lines of business conducted by the Borrower or its Restricted Subsidiaries (unless otherwise approved by Required Banks) Loan Parties and shall comply with Section 7.2.9 [Continuation 6.2.10; such Person to be so acquired must have its principal place of business in the states of Wisconsin, Illinois, Indiana, Michigan or Change in Business];
(v) Ohio; and the board of directors of the Borrower must have approved the acquisition of such Person, no Potential Default or Event of Unmatured Default shall exist immediately prior to and after giving effect to such Permitted Acquisition; and
(vi) , the Borrower shall demonstrate that it shall be in compliance with the covenants contained in Sections 7.2.126.2.1, 7.2.13, 7.2.14 6.2.6 and 7.2.15 6.2.14 after giving effect to such Such Permitted Acquisition (including the EBITDA of such Person, business or assets to be acquired prior to the date of such Permitted Acquisition) by delivering at least five ten (510) Business Days prior to such Permitted Acquisition a certificate in the form of Exhibit 7.2.5 6.2.6 evidencing such compliance, and Notwithstanding any term herein to the contrary: if the Borrower's Leverage Ratio is 2.50 to 1.0 or greater as of the date of the proposed consummation of any Acquisition, the Borrower shall be permitted, without the prior written consent of the Required Lenders, to consummate the contemplated Permitted Acquisition if the purchase price thereof, when combined with all prior Permitted Acquisitions during the then current fiscal year of the Borrower does not exceed $15,000,000 (which purchase price shall include the incurrence or assumption of any Indebtedness in connection therewith and transaction-related contractual payments, including the maximum amounts payable under earn-out or similar contingent purchase price adjustments or agreements; collectively, the "Total Purchase Price"); if the Borrower's Leverage Ratio is less than 2.50 to 1.0 but greater than or equal to 2.00 to 1.0 as of the date of the proposed consummation of any Acquisition, the Borrower shall be permitted, without the prior written consent of Required Lenders, to consummate the Permitted Acquisition if the Total Purchase Price thereof, when combined with all prior Permitted Acquisitions during the then current fiscal year of the Borrower does not exceed $30,000,000; and if the Borrower's Leverage Ratio is less than 2.00 to 1.0 as of the date of the proposed consummation of any Permitted Acquisition, the Borrower shall be permitted, without the prior written consent of Required Lenders, to consummate the Permitted Acquisition if the Total Purchase Price thereof, when combined with all prior Permitted Acquisitions during the then current fiscal year of the Borrower does not exceed $50,000,000.
Appears in 1 contract
Samples: Credit Agreement (Roundys Inc)
