Common use of No Merger or Acquisition Clause in Contracts

No Merger or Acquisition. Without the prior written consent of the Required Lenders, neither the Borrower nor any Subsidiary thereof shall acquire, whether by stock or asset purchase, merger, consolidation or other business combination, any corporation, partnership, joint venture or other business organization (any such entity, an "Acquisition Party"); provided, however, that the Borrower or any direct or indirect Consolidated Subsidiary thereof may acquire, either by way of stock or asset acquisition, merger, consolidation or otherwise, one or more Acquisition Parties involved in a line of business similar to the line of business of the Borrower if: (i) the Acquisition Consideration (which shall consist only of common stock of the Borrower and the assumption of debt, as provided therein) paid for all Acquisition Parties shall not exceed, in the aggregate, $10,000,000.00 less the aggregate amount of stock repurchases effected as permitted by Section 6.2(c)(i) hereof; (ii) the corporate headquarters of such Acquisition Party shall be located in the continental United States of America unless such Acquisition Party is a foreign Person and the acquisition thereof is permitted by the terms of this Agreement; (iii) such Acquisition Party's EBITDA shall, for the 12-month period immediately preceding the acquisition of such Acquisition Party, be greater than $0.00; (iv) the Borrower and its Subsidiaries shall, after giving effect to the acquisition of any such Acquisition Party as provided herein, be in compliance with all of the terms of this Agreement including the financial covenants described in Sections 6.1(e), 6.1(f) and 6.1(g) hereof, as determined on a pro-forma basis; (v) such acquisition, merger, consolidation (or otherwise) is not hostile or pursued by way of tender offer, proxy contest or other contested manner (unless the Required Lenders shall have waived in writing compliance with this clause (v)); (vi) during the term of this Agreement, Acquisition Parties that are not organized under the laws of a state of the United States of America or the District of Columbia may not be so acquired except to the extent that the Acquisition Consideration permitted to be paid by Borrower as provided in clause (i) hereof for all such Acquisition Parties does not exceed $4,000,000.00 (it being understood and agreed that such $4,000,000.00 shall at any time of determination be reduced by the sum of (x) the amount of any loan or advance made by the Borrower to any Foreign Subsidiary as permitted by the provisions of Sections 6.2(d)(iv) and 6.2(g) hereof, respectively, and (y) the amount of all receivables owing to the Borrower from any Foreign Subsidiary); (vii) such Acquisition Party shall have become a party to the Subsidiary Guarantee pursuant to an instrument in writing satisfactory to the Agent (unless such Acquisition Party shall, after giving effect to the acquisition thereof, (A) constitute a Foreign Subsidiary, in which case the entity acquiring the capital stock or other equity interests of such Acquisition Party shall pledge to the Agent for the benefit of the Lenders, pursuant to a pledge agreement satisfactory to the Agent, not more than 65% of the issued and outstanding shares of capital stock or other equity interests of such Acquisition Party to the extent required by Section 6.1(v) hereof or (B) not constitute a Material Domestic Subsidiary); and (viii) five (5) Business Days prior to consummation thereof, the Borrower shall have delivered to the Agent (which shall promptly deliver a copy to the Lenders) a certificate, executed by an Authorized Officer of the Borrower, demonstrating in sufficient detail compliance with the financial covenants contained in this Section 6.2(e) and, further, certifying that, after giving effect to the consummation of such acquisition, merger, consolidation (or otherwise), the representations and warranties of the Borrower contained herein will be true and correct and that the Borrower, as of the date of such consummation, will be in compliance with all other terms and conditions contained herein. Notwithstanding anything to the contrary contained in this Section 6.2(e), any Subsidiary of the Borrower may merge with and into or consolidate with the Borrower or any other Subsidiary of the Borrower, or the Borrower may cause the dissolution or liquidation of any of its Subsidiaries; provided, that, after giving effect to such merger, consolidation, dissolution or liquidation, (w) in the case of any merger or consolidation with the Borrower, the Borrower shall be the surviving entity, (x) in the case of any merger or consolidation of any Subsidiary of the Borrower with any other such Subsidiary, the surviving entity resulting therefrom shall have succeeded, by operation of law, contract or otherwise, to all of the rights, properties, both real and personal, privileges and franchises of the disappearing Subsidiary, (y) in the event such merged or consolidated Subsidiary shall be a party to any Credit Document, the surviving Subsidiary resulting from such merger or consolidation shall, by operation or law, contract or otherwise and, at the request of any Lender, pursuant to an agreement in writing, be bound by the agreements, covenants and other provisions contained in each such Credit Document. to which the disappearing Subsidiary was a party, and (z) in the event of the dissolution or liquidation of a Subsidiary, the rights, properties, both real and personal, privileges and franchises thereof shall be distributed or otherwise conveyed and transferred to the Borrower or another Domestic Subsidiary thereof (unless the dissolved or liquidating Subsidiary is a Foreign Subsidiary, in which case such rights, properties, both real and personal, privileges and franchises may be distributed or otherwise conveyed and transferred to another Foreign Subsidiary of the Borrower).

No Merger or Acquisition. Without the prior written consent of the Required Lenders, neither the Borrower nor any Subsidiary thereof shall acquire, whether by stock or asset purchase, merger, consolidation or other business combination, any corporation, partnership, joint venture or other business organization (any such entity, an "Acquisition Party"); provided, however, that the Borrower or any direct or indirect Consolidated Subsidiary thereof may acquire, either by way of stock or asset acquisition, merger, consolidation or otherwise, one or more Acquisition Parties involved in a line of business similar to the line of business of the Borrower if: (i) the cash component of the Acquisition Consideration (which shall consist only of common stock of the Borrower all cash, cash equivalents, promissory notes (or other similar instruments) issued and the assumption of debt, as provided therein) paid for all Acquisition Parties (including foreign Acquisition Parties permitted pursuant to clause (vi) below) (A) during the 12-month period commencing from the Effective Date shall not exceed, in the aggregate, $10,000,000.00 less 40,000,000.00, and (B) during the aggregate amount period commencing from the Effective Date and ending on the date on which all of stock repurchases effected as permitted by Section 6.2(c)(i) hereofthe Obligations hereunder shall have been paid in full shall not exceed, in the aggregate, $50,000,000.00; (ii) the cash component of the Acquisition Consideration (which shall consist of all cash, cash equivalents, promissory notes (or other similar instruments) issued and the assumption of debt, as provided therein) paid for any individual Acquisition Party (whether in one transaction or a series of related transactions) shall not exceed $10,000,000.00; (iii) the corporate headquarters of such Acquisition Party shall be located in the continental United States of America unless such Acquisition Party is a foreign Person and the acquisition thereof is permitted by the terms of this Agreement; (iiiiv) such Acquisition Party's EBITDA shall, for the 12-month period immediately preceding the acquisition of such Acquisition Party, be greater than $0.00; (ivv) the Borrower and its Subsidiaries shall, after giving effect to the acquisition of any such Acquisition Party as provided herein, be in compliance with all of the terms of this Agreement including the financial covenants described in Sections 6.1(e), 6.1(f) and 6.1(g) hereof, as determined on a pro-forma basis; (vvi) such acquisition, merger, consolidation (or otherwise) is not hostile or pursued by way of tender offer, proxy contest or other contested manner (unless the Required Lenders shall have waived in writing compliance with this clause (vvi)); (vivii) during the term of this Agreement, Acquisition Parties that are not organized under the laws of a state of the United States of America or the District of Columbia may not be so acquired except to the extent that the cash component of Acquisition Consideration permitted to be paid by Borrower (which shall consist of all cash, cash equivalents, promissory notes (or other similar instruments) issued and the assumption of debt, as provided in clause (itherein) hereof paid for all such Acquisition Parties does not exceed $4,000,000.00 8,000,000.00 (it being understood and agreed that such $4,000,000.00 8,000,000.00 shall at any time of determination be reduced by the sum of (x) the amount of any loan or advance made by the Borrower to any Foreign Subsidiary as permitted by the provisions of Sections 6.2(d)(iv) and 6.2(g) hereof, respectively, and (y) the amount of all receivables owing to the Borrower from any Foreign Subsidiary); (viiviii) such Acquisition Party shall have become a party to the Subsidiary Guarantee pursuant to an instrument in writing satisfactory to the Agent (unless such Acquisition Party shall, after giving effect to the acquisition thereof, (A) constitute a Foreign Subsidiary, in which case the entity acquiring the capital stock or other equity interests of such Acquisition Party shall pledge to the Agent for the benefit of the Lenders, pursuant to a pledge agreement satisfactory to the Agent, not more than 65% of the issued and outstanding shares of capital stock or other equity interests of such Acquisition Party to the extent required by Section 6.1(v) hereof or (B) not constitute a Material Domestic Subsidiary); and (viiiix) five (5) Business Days prior to consummation thereof, the Borrower shall have delivered to the Agent (which shall promptly deliver a copy to the Lenders) a certificate, executed by an Authorized Officer of the Borrower, demonstrating in sufficient detail compliance with the financial covenants contained in this Section 6.2(e) and, further, certifying that, after giving effect to the consummation of such acquisition, merger, consolidation (or otherwise), the representations and warranties of the Borrower contained herein will be true and correct and that the Borrower, as of the date of such consummation, will be in compliance with all other terms and conditions contained herein. Notwithstanding anything to the contrary contained in this Section 6.2(e), any Subsidiary of the Borrower may merge with and into or consolidate with the Borrower or any other Subsidiary of the Borrower, or the Borrower may cause the dissolution or liquidation of any of its Subsidiaries; provided, that, after giving effect to such merger, consolidation, dissolution or liquidation, (w) in the case of any merger or consolidation with the Borrower, the Borrower shall be the surviving entity, (x) in the case of any merger or consolidation of any Subsidiary of the Borrower with any other such Subsidiary, the surviving entity resulting therefrom shall have succeeded, by operation of law, contract or otherwise, to all of the rights, properties, both real and personal, privileges and franchises of the disappearing Subsidiary, (y) in the event such merged or consolidated Subsidiary shall be a party to any Credit Document, the surviving Subsidiary resulting from such merger or consolidation shall, by operation or law, contract or otherwise and, at the request of any Lender, pursuant to an agreement in writing, be bound by the agreements, covenants and other provisions contained in each such Credit Document. to which the disappearing Subsidiary was a party, and (z) in the event of the dissolution or liquidation of a Subsidiary, the rights, properties, both real and personal, privileges and franchises thereof shall be distributed or otherwise conveyed and transferred to the Borrower or another Domestic Subsidiary thereof (unless the dissolved or liquidating Subsidiary is a Foreign Subsidiary, in which case such rights, properties, both real and personal, privileges and franchises may be distributed or otherwise conveyed and transferred to another Foreign Subsidiary of the Borrower).

No Merger or Acquisition. Without the prior written consent of ------------------------ the Required Lenders, neither the Borrower Borrowers nor any Subsidiary thereof shall acquire, whether by stock or asset purchase, merger, consolidation or other business combination, any corporation, partnership, limited liability company, joint venture or other business organization that, as a result of such transaction, becomes a Subsidiary of the Borrowers or one or more of their Subsidiaries (any such entity, an the "Acquisition PartyTarget"); provided, however, that the Borrower -------- ------- Borrowers or any direct or indirect Consolidated Subsidiary thereof may acquire, either by way of stock or asset acquisition, merger, consolidation or otherwise, one or more Acquisition Parties Targets involved in a line of business similar to the line of business of the Borrower Borrowers if: (i) for any calendar year during the Acquisition Consideration term of this Agreement, the aggregate consideration (which whether such consideration shall consist only of common stock stock, cash, the assumption of debt, or otherwise, and whether or not paid at closing or deferred) (any such consideration, "Acquisition Consideration") paid for all Targets acquired during such Fiscal Year shall not exceed $50,000,000; (ii) for any calendar year during the Borrower term of this Agreement, the cash component (which, for the purposes of this clause (ii), shall include all cash and cash equivalents and the assumption of debt, as provided thereinwhether or not paid at closing or deferred) of Acquisition Consideration paid for all Acquisition Parties Targets acquired during such Fiscal Year shall not exceed, in the aggregate, exceed $10,000,000.00 less the aggregate amount of stock repurchases effected as permitted by Section 6.2(c)(i) hereof; (ii) the corporate headquarters of such Acquisition Party shall be located in the continental United States of America unless such Acquisition Party is a foreign Person and the acquisition thereof is permitted by the terms of this Agreement15,000,000; (iii) such Acquisition Party's EBITDA shall, for the 12-month period immediately preceding the acquisition of such Acquisition Party, be greater than $0.00; (iv) the Borrower Borrowers and its their Subsidiaries shall, after giving effect to the acquisition of any such Acquisition Party Target as provided hereinabove, be in compliance with all of the terms of this Agreement including the financial covenants described in Sections 6.1(e), 6.1(fSection 6.1(b) and 6.1(g) hereof, hereof as determined on a pro-pro forma basis; (viv) such acquisition, merger, consolidation (or otherwise) is not hostile or pursued by way of tender offer, proxy contest or other contested manner (unless the Required Lenders shall have waived in writing compliance with this clause (v)); (viv) for any calendar year during the term of this AgreementAgreement (including the calendar year beginning January 1, Acquisition Parties 1998), Targets that are not organized under the laws of a state of the United States of America or the District of Columbia or of Canada or any province thereof may not be so acquired except to the extent that the Acquisition Consideration permitted to be paid by Borrower as provided in clause (i) hereof for all such Acquisition Parties does not exceed $4,000,000.00 (it being understood and agreed that such $4,000,000.00 shall at any time of determination be reduced by the sum of (x) the amount of any loan or advance made by the Borrower to any Foreign Subsidiary as permitted by the provisions of Sections 6.2(d)(iv) and 6.2(g) hereof, respectively, and (y) the amount of all receivables owing to the Borrower from any Foreign Subsidiary); (vii) such Acquisition Party shall have become a party to the Subsidiary Guarantee pursuant to an instrument in writing satisfactory to the Agent (unless such Acquisition Party shall, after giving effect to the acquisition thereof, (A) constitute a Foreign Subsidiary, in which case the entity acquiring the capital stock or other equity interests of such Acquisition Party shall pledge to the Agent for the benefit of the Lenders, pursuant to a pledge agreement satisfactory to the Agent, not more than 65% of the issued and outstanding shares of capital stock or other equity interests of such Acquisition Party to the extent required by Section 6.1(v) hereof or (B) not constitute a Material Domestic Subsidiary)acquired; and (viiivi) five three (53) Business Days prior to consummation thereof, the Borrower Borrowers shall have delivered to the Agent (which shall promptly deliver a copy to the Lenders) a certificate, executed by an Authorized Officer of the BorrowerBorrowers, demonstrating in sufficient detail compliance with the financial covenants contained in this Section 6.2(e) and, further, certifying that, after giving effect to the consummation of such acquisition, merger, consolidation (or otherwise), the representations and warranties of the Borrower Borrowers contained herein will be true and correct and that the BorrowerBorrowers, as of the date of such consummation, will be in compliance with all other terms and conditions contained herein. Notwithstanding anything to the contrary contained in this Section 6.2(e), any Subsidiary of the Borrower may merge with and into or consolidate with the Borrower or any other Subsidiary of the Borrower, or the Borrower may cause the dissolution or liquidation of any of its Subsidiaries; provided, that, after giving effect to such merger, consolidation, dissolution or liquidation, (w) in the case of any merger or consolidation with the Borrower, the Borrower shall be the surviving entity, (x) in the case of any merger or consolidation of any Subsidiary of the Borrower with any other such Subsidiary, the surviving entity resulting therefrom shall have succeeded, by operation of law, contract or otherwise, to all of the rights, properties, both real and personal, privileges and franchises of the disappearing Subsidiary, (y) in the event such merged or consolidated Subsidiary shall be a party to any Credit Document, the surviving Subsidiary resulting from such merger or consolidation shall, by operation or law, contract or otherwise and, at the request of any Lender, pursuant to an agreement in writing, be bound by the agreements, covenants and other provisions contained in each such Credit Document. to which the disappearing Subsidiary was a party, and (z) in the event of the dissolution or liquidation of a Subsidiary, the rights, properties, both real and personal, privileges and franchises thereof shall be distributed or otherwise conveyed and transferred to the Borrower or another Domestic Subsidiary thereof (unless the dissolved or liquidating Subsidiary is a Foreign Subsidiary, in which case such rights, properties, both real and personal, privileges and franchises may be distributed or otherwise conveyed and transferred to another Foreign Subsidiary of the Borrower).

No Merger or Acquisition. Without the prior written consent of the Required Lenders, neither the Borrower nor any Subsidiary thereof shall acquire, whether by stock or asset purchase, merger, consolidation or other business combination, any corporation, partnership, joint venture or other business organization (any such entity, an the "Acquisition PartyTarget"); provided, however, that the Borrower or any direct or indirect Consolidated Subsidiary thereof may acquire, either by way of stock or asset acquisition, merger, consolidation or otherwise, one or more Acquisition Parties Targets involved in a line of business similar to the line of business of the Borrower if: (i) for any calendar year during the Acquisition Consideration term of this Agreement, the aggregate consideration (which whether such consideration shall consist only of common stock stock, cash, the assumption of debt, or otherwise, and whether or not paid at closing or deferred) (any such consideration, "Acquisition Consideration") paid for all Targets acquired during such calendar year shall not exceed $60,000,000.00; provided, however, that if Borrower either directly or indirectly shall so acquire QuesTech, Inc., a Virginia corporation, on or before December 31, 1998, then, solely with respect to the Borrower calendar year ending December 31, 1998, such aggregate consideration paid for all Targets during such calendar year ending December 31, 1998 shall not exceed $75,000,000.00; (ii) for any calendar year during the term of this Agreement, the cash component (which, for the purposes of this clause (ii), shall include all cash and cash equivalents and the assumption of debt, as provided thereinwhether or not paid at closing or deferred) of Acquisition Consideration paid for all Acquisition Parties Targets acquired during such calendar year shall not exceedexceed $40,000,000.00; provided, in however, that if Borrower either directly or indirectly shall so acquire QuesTech, Inc., a Virginia corporation, on or before December 31, 1998, then, solely with respect to the aggregatecalendar year ending December 31, 1998, such cash component of Acquisition Consideration paid for all Targets acquired during such calendar year ending December 31, 1998 shall not exceed $10,000,000.00 less the aggregate amount of stock repurchases effected as permitted by Section 6.2(c)(i) hereof; (ii) the corporate headquarters of such Acquisition Party shall be located in the continental United States of America unless such Acquisition Party is a foreign Person and the acquisition thereof is permitted by the terms of this Agreement55,000,000.00; (iii) such Acquisition PartyTarget's EBITDA earnings before interest, taxes, depreciation and amortization shall, for the 12-12 month period immediately preceding the acquisition of such Acquisition PartyTarget, be greater than $0.00; (iv) the Borrower and its Subsidiaries shall, after giving effect to the acquisition of any such Acquisition Party Target as provided hereinabove, be in compliance with all of the terms of this Agreement including the financial covenants described in Sections 6.1(e), 6.1(f) and 6.1(g) hereof, hereof as determined on a pro-forma basis; (v) such acquisition, merger, consolidation (or otherwise) is not hostile or pursued by way of tender offer, proxy contest or other contested manner (unless the Required Lenders shall have waived in writing compliance with this clause (v)); (vi) for any calendar year during the term of this AgreementAgreement (including the calendar year beginning January 1, Acquisition Parties 1998), Targets that are not organized under the laws of a state of the United States of America or the District of Columbia may not be so acquired except to the extent that the Acquisition Aggregate Consideration permitted to be paid by Borrower as provided in clause (i) hereof for all such Acquisition Parties Targets during such calendar year does not exceed $4,000,000.00 (it being understood and agreed that such $4,000,000.00 shall at any time of determination be reduced by the sum of (x) the amount of any loan or advance made by the Borrower to any Foreign Subsidiary as permitted by the provisions of Sections 6.2(d)(iv) and 6.2(g) hereof, respectively, and (y) the amount of all receivables owing to the Borrower from any Foreign Subsidiary)5,000,000.00; (vii) such Acquisition Party Target shall have become a party to the Subsidiary Guarantee pursuant to an instrument in writing satisfactory to the Agent (unless such Acquisition Party Target shall, after giving effect to the acquisition thereof, (A) constitute a Foreign Subsidiary, in which case the entity acquiring the capital stock or other equity interests of such Acquisition Party Target shall pledge to the Agent for the benefit of the Lenders, pursuant to a pledge agreement satisfactory to the Agent, not more than 65% of the issued and outstanding shares of capital stock or other equity interests of such Acquisition Party to the extent required by Section 6.1(v) hereof or (B) not constitute a Material Domestic SubsidiaryTarget); and (viii) five three (53) Business Days prior to consummation thereof, the Borrower shall have delivered to the Agent (which shall promptly deliver a copy to the Lenders) a certificate, executed by an Authorized Officer of the Borrower, demonstrating in sufficient detail compliance with the financial covenants contained in this Section 6.2(e) and, further, certifying that, after giving effect to the consummation of such acquisition, merger, consolidation (or otherwise), the representations and warranties of the Borrower contained herein will be true and correct and that the Borrower, as of the date of such consummation, will be in compliance with all other terms and conditions contained herein. Notwithstanding anything to the contrary contained in this Section 6.2(e), any Subsidiary of the Borrower may merge with and into or consolidate with the Borrower or any other Subsidiary of the Borrower, or the Borrower may cause the dissolution or liquidation of any of its Subsidiaries; provided, that, after giving effect to such merger, consolidation, dissolution or liquidation, (w) in the case of any merger or consolidation with the Borrower, the Borrower shall be the surviving entity, (x) in the case of any merger or consolidation of any Subsidiary of the Borrower with any other such Subsidiary, the surviving entity resulting therefrom shall have succeeded, by operation of law, contract or otherwise, to all of the rights, properties, both real and personal, privileges and franchises of the disappearing Subsidiary, (y) in the event such merged or consolidated Subsidiary shall be a party to any Credit Document, the surviving Subsidiary resulting from such merger or consolidation shall, by operation or law, contract or otherwise and, at the request of any Lender, pursuant to an agreement in writing, be bound by the agreements, covenants and other provisions contained in each such Credit Document. to which the disappearing Subsidiary was a party, and (z) in the event of the dissolution or liquidation of a Subsidiary, the rights, properties, both real and personal, privileges and franchises thereof shall be distributed or otherwise conveyed and transferred to the Borrower or another Domestic Subsidiary thereof (unless the dissolved or liquidating Subsidiary is a Foreign Subsidiary, in which case such rights, properties, both real and personal, privileges and franchises may be distributed or otherwise conveyed and transferred to another Foreign Subsidiary of the Borrower).