Common use of Mergers; Consolidations; Acquisitions Clause in Contracts

Mergers; Consolidations; Acquisitions. Merge or consolidate or permit any Subsidiary of Borrowers to merge or consolidate, with any Person (except for mergers or consolidations among the Borrowers or mergers or consolidations of Subsidiaries with a Borrower or Borrowers); nor acquire or permit any of its Subsidiaries to acquire all or any substantial part of the Property or stock or securities of any Person except that, so long as no Default or Event of Default exists or has occurred and is continuing, Borrowers may purchase businesses in the lines of business conducted by the Borrowers which Borrowers have determined, in their reasonable business judgment, would enhance the business, operations, prospects and condition (financial or otherwise) of the Borrowers provided that each of the following conditions are satisfied: (a) not more than $5,000,000, or such greater amount as allowed under the Working Capital Facility, per fiscal year of Borrowers shall be paid in cash and/or incurred Indebtedness by Borrowers in respect of all acquisitions and/or investments made in any such fiscal year; (b) prior to entering into any agreement or undertaking with respect to any such acquisition or investment, Borrowers shall prepare and submit to Lender pro forma balance sheets and income statements for the entity to be acquired and consolidated with the Borrowers demonstrating to the satisfaction of Lender continuing compliance with all the covenants in Section 6.3 for the next twelve (12) fiscal months; (c) the Borrowers shall furnish to the Lender notice and copies of any letter of intent or other memorandum of understanding and purchase documents for any acquisition they may contemplate and allow Lender and its representatives reasonable access to financial information and the assets and Properties to be acquired. The Lender agrees to enter into confidentiality agreements with the Persons that Borrower may acquire on terms mutually agreeable to Lender and such Person.

Mergers; Consolidations; Acquisitions. Merge or consolidate consolidate, or permit any Subsidiary of Borrowers to merge or consolidate, with any Person (except for mergers or consolidations among the Borrowers or mergers or consolidations of Subsidiaries with a Borrower or Borrowers); nor acquire or permit any of its Subsidiaries to acquire all or any substantial part of the Property Properties or stock or securities of any Person except thatPerson, so long as no Default or Event of Default exists or has occurred and is continuingprovided, that Borrowers may purchase businesses in the lines of business conducted by the Borrowers which Borrowers have determined, in their reasonable business judgment, would enhance the business, operations, prospects and condition (financial or otherwise) of the Borrowers provided that each of the following conditions are satisfied: satisfied (each such transaction a “Permitted Acquisition”): (a) not more than $5,000,000, or such greater amount as allowed under the Working Capital Facility, per fiscal year of Borrowers shall be paid in cash and/or incurred Indebtedness by Borrowers in respect of all acquisitions and/or investments made any Material Acquisition, UNF shall have delivered to the Administrative Agent and each Lender not less than ten (10) Business Days prior to the earlier of (i) the execution of a definitive or binding agreement to enter into the proposed Permitted Acquisition and (ii) the consummation of such proposed Permitted Acquisition, a copy of the proposed acquisition agreement and a statement, certified by the principal financial or accounting officer of UNF, setting forth, in any reasonable detail, computations evidencing on a pro forma basis (determined in a manner acceptable to the Administrative Agent) compliance with the financial covenants contained in Section 9.3 hereof, immediately prior to and after giving effect to such fiscal yearproposed Permitted Acquisition; (b) UNF shall have delivered to the Administrative Agent and each Lender not less than ten (10) Business Days prior to entering the earlier of (i) the execution of a definitive or binding agreement to enter into the proposed Permitted Acquisition and (ii) the consummation of such proposed Permitted Acquisition, a statement, certified by the principal financial or accounting officer of UNF, setting forth, in reasonable detail, computations (determined in a manner reasonably acceptable to the Administrative Agent) evidencing Availability immediately prior to and after giving effect to the proposed Permitted Acquisition in an amount equal to or in excess of (x) in respect of any agreement Material Acquisition, 20% of the Borrowing Base and (y) in all other respects, 15% of the Borrowing Base, and such principal financial or undertaking with accounting officer shall have delivered to the Administrative Agent and each Lender not more than two (2) Business Days prior to the consummation of the proposed Permitted Acquisition a statement certifying that the conditions in clause (a) (in respect to any such acquisition or investment, Borrowers shall prepare of Material Acquisitions only) and submit to Lender pro forma balance sheets and income statements for the entity clause (b) of this subsection 9.2.1 continue to be acquired satisfied, which statement shall be accompanied by execution copies of the acquisition agreement and consolidated with the Borrowers demonstrating all material documents to the satisfaction of Lender continuing compliance with all the covenants be executed in Section 6.3 for the next twelve (12) fiscal monthsconnection therewith; (c) no Default or Event of Default shall exist before or after giving effect to the proposed Permitted Acquisition; (d) the Borrowers shall furnish to the Agent and each Lender notice and copies of any letter of intent or other memorandum of understanding and purchase documents for any acquisition they may contemplate and allow Lender in the event that Borrowers wish to have the Accounts and Inventory of the entity to be acquired or invested in be included in the Borrowing Base, Borrowers’ shall arrange for Agent and its representatives to have reasonable access to financial information and the assets and Properties to be acquiredacquired which will, upon consummation of the acquisition, become Collateral for the Obligations; (e) if any such acquisition is structured as the acquisition of stock or other securities of a Person to be acquired or Borrowers create a Subsidiary to make the acquisition, at the election of the Agent, such entity shall become a Borrower hereunder by entering into a joinder agreement in form and substance satisfactory to Agent, or Borrowers shall cause such entity to enter into a guaranty of the Obligations and, in each case, such entity shall grant to Agent a security interest such of its assets that would constitute Collateral hereunder to secure such guaranty reasonably satisfactory to the Agent; and (f) if any indebtedness is to be issued to any seller in connection with any such transaction, the holder of such indebtedness shall enter into a subordination agreement in favor of the Agent and Lenders in form and substance satisfactory to Agent. The Lender Agent agrees to enter into confidentiality agreements with the Persons that Borrower Borrowers may acquire on terms mutually agreeable to Lender Agent and such Person.

Mergers; Consolidations; Acquisitions. Merge or consolidate or permit any Subsidiary of Borrowers to merge or consolidate, with any Person (except for mergers or consolidations among the Borrowers or mergers or consolidations of Subsidiaries with a Borrower or Borrowers); Person, nor acquire or permit any of its Subsidiaries to acquire all or any substantial part of the Property or stock or securities Properties of any Person, except (i) a consolidation or merger solely involving a Borrower and one or more of its wholly owned Subsidiaries or (ii) if, after giving effect to any consolidation, merger, or acquisition ("Acquisition"), (1) a Borrower is the surviving entity of any such merger or consolidation or (2) such Borrower has acquired not less than sixty-six and two-thirds percent (66 2/3%) of the issued and outstanding capital stock of such Person except thatand such Person becomes a Guarantor or a Borrower hereunder and (3) (a) Borrower is Solvent, so long as (b) no Default or Event of Default exists or has occurred and which is continuingthen continuing or could reasonably be anticipated to result therefrom, Borrowers may purchase businesses (c) the Acquisition is of a Person or assets in the lines same business as such Borrower or another business reasonably related thereto, (d) Lender has been given no less than thirty (30) days prior written notice of business conducted by the Borrowers any such Acquisition and shall be provided with all information which Borrowers it may reasonably request in connection with such Acquisition, (e) such Borrower shall have determined, in their reasonable business judgment, would enhance the business, operations, prospects and condition delivered to Lender no later thirty (financial or otherwise30) days prior to closing of the Borrowers provided that each of the following conditions are satisfied: Acquisition a pro forma balance sheet and cash flow projections (a) not more than $5,000,000, or such greater amount as allowed under the Working Capital Facility, per fiscal year of Borrowers which shall be paid in cash and/or incurred Indebtedness by Borrowers in respect of all acquisitions and/or investments made in any such fiscal year; (bbased on reasonable assumptions) prior giving effect to entering into any agreement or undertaking the Acquisition and with respect to any such acquisition or investmentcash flow projections, Borrowers cover the next succeeding twelve month period which shall prepare and submit to Lender pro forma balance sheets and income statements for reflect the entity to be acquired and consolidated with the Borrowers demonstrating to the satisfaction of Lender continuing compliance with all financial covenants over such period, (f) after giving effect to the covenants Acquisition, no more than $10,000,000 of Loans and Letters of Credit shall have been used in Section 6.3 connection with the financing of the payment of the purchase price of such Acquisition and all other Acquisitions, (g) the cash portion of the total consideration paid to the sellers in connection with all such Acquisitions which has been financed through the incurrence of indebtedness shall not exceed the product of (I) five (5) multiplied by (II) an amount equal to (x) the aggregate amount of Pro Forma EBITDA for the next acquired businesses or entities in all such Acquisitions, calculated for each acquired business or entity as at the time of the Acquisition thereof based upon the then most recently available twelve months' financial statements for such business or entity, (12h) fiscal months; after giving effect to any such Acquisition, Aggregate Adjusted Availability shall not be less than an amount equal to $5,000,000, (ci) the Borrowers terms and conditions of all third party financing related to such Acquisitions must be satisfactory to Lender in its reasonable discretion and (j) Lender shall furnish have received, prior to or simultaneously with the closing of each such Acquisition, an opinion of counsel reasonably satisfactory to Lender notice in all respects covering such Borrower's due incorporation, valid existence, good standing and copies of any letter of intent or other memorandum of understanding power and purchase documents for any acquisition they may contemplate and allow Lender and its representatives reasonable access to financial information and the assets and Properties to be acquired. The Lender agrees authority to enter into confidentiality agreements with the Persons that Borrower may acquire on terms mutually agreeable to Lender documents contemplated by the Acquisition (the "Acquisition Documents"), the due authorization, execution, delivery and enforceability of the Acquisition Documents, and such Personother matters as shall be covered in any opinion rendered in favor of such Borrower in connection which such Acquisition ("Permitted Acquisition").

Mergers; Consolidations; Acquisitions. Merge or consolidate or permit any Subsidiary or of Borrowers to merge or consolidate, with any Person (except for mergers or consolidations among the Borrowers or mergers or consolidations of Subsidiaries with a Borrower or Borrowers); nor acquire or permit any of its Subsidiaries to acquire all or any substantial part of the Property Properties or stock or securities of any Person except Person, provided, that, so long as no Default or Event of Default exists or has occurred and is continuing, Borrowers may purchase businesses in the lines of business conducted by the Borrowers which Borrowers have determined, in their reasonable business judgment, would enhance the business, operations, prospects and condition (financial or otherwise) of the Borrowers provided that each of the following conditions are satisfied: satisfied (each such transaction a "Permitted Acquisition"): (a) not more than (i) $5,000,000, 10,000,000 in any single acquisition or such greater amount as allowed under investment and $25,000,000 in the Working Capital Facility, per aggregate for all acquisitions and/or investments in any fiscal year of Borrowers shall be paid in cash and/or incurred Indebtedness by Borrowers or (ii) in respect cases in which the consideration paid by Borrowers is shares of UNF common stock, the aggregate purchase price paid by Borrowers shall not exceed $25,000,000 in value for all such stock acquisitions and/or investments made in any fiscal year of Borrowers or (iii) in transactions involving any combination of cash, incurred Indebtedness and/or UNF common stock, subject to the foregoing limits (subject in all such fiscal yearcases to the limitations of Section 11.1.12 hereof); (b) prior Agent shall have determined, that after giving effect to entering into any agreement or undertaking all payments to be made by Borrowers in connection with respect to any such acquisition or investment, Borrowers shall prepare and submit to Lender pro forma balance sheets and income statements for the entity to be acquired and consolidated with the Borrowers demonstrating to the satisfaction have Availability of Lender continuing compliance with all the covenants in Section 6.3 for the next twelve (12) fiscal monthsat least $20,000,000; (c) the Borrowers shall furnish to the Lender Agent notice and copies of any letter of intent or other memorandum of understanding and purchase documents for any acquisition they may contemplate and allow Lender in the event that Borrowers wish to have the Accounts and Inventory of the entity to be acquired or invested in be included in the Borrowing Base, Borrowers' shall arrange for Agent and its representatives to have reasonable access to financial information and the assets and Properties to be acquiredacquired which will, upon consummation of the acquisition, become Collateral for the Obligations; (d) if any such acquisition is structured as the acquisition of stock or other securities of a Person to be acquired or Borrowers create a Subsidiary to make the acquisition, at the election of the Agent, such entity shall become a Borrower hereunder by entering into a joinder agreement in form and substance satisfactory to Agent, or Borrowers shall cause such entity to enter into a guaranty of the Obligations and, in each case, such entity shall grant to Agent a security interest such of its assets that would constitute Collateral hereunder to secure such guaranty reasonably satisfactory to the Agent; and (e) if any indebtedness is to be issued to any seller in connection with any such transaction, the holder of such indebtedness shall enter into a subordination agreement in favor of the Agent and Lenders in form and substance satisfactory to Agent. The Lender Agent agrees to enter into confidentiality agreements with the Persons that Borrower may acquire on terms mutually agreeable to Lender Agent and such Person.