Ownership of Subsidiaries; Restrictions. The Credit Parties will not, nor will they permit any Subsidiary to, create, form or acquire any Subsidiaries, except for Subsidiaries that (i) become Credit Parties and enter into a Joinder Agreement as required by the terms hereof or (ii) constitute Foreign Subsidiaries or other Subsidiaries which are not Material Domestic Subsidiaries which are created or acquired in connection with Permitted Acquisitions. The Credit Parties will not sell, transfer, pledge or otherwise dispose of any Equity Interests in any of their Subsidiaries, nor will they permit any of their Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of their Equity Interests, except in a transaction permitted by Section 6.4.
Appears in 4 contracts
Samples: Credit Agreement and Consent (CrossAmerica Partners LP), Credit Agreement (CrossAmerica Partners LP), Credit Agreement (CrossAmerica Partners LP)
Ownership of Subsidiaries; Restrictions. The Each of the Credit Parties will not, nor will they it permit any Subsidiary to, create, form or acquire any Subsidiaries, except for Subsidiaries that (ia) become Domestic Subsidiaries, other than certain Immaterial Subsidiaries, which are joined as Additional Credit Parties and enter into a Joinder Agreement as required by in accordance with the terms hereof or and (iib) constitute Foreign Subsidiaries or other Subsidiaries which are not Material Domestic Subsidiaries which are created or acquired in connection with Permitted AcquisitionsImmaterial Subsidiaries, subject to the terms of Section 5.10. The Credit Parties Borrower will not sell, transfer, pledge or otherwise dispose of any Equity Interests Capital Stock or other equity interests in any of their its Subsidiaries, nor will they it permit any of their its Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of their Equity InterestsCapital Stock or other equity interests, except in a transaction permitted by Section 6.4.
Appears in 3 contracts
Samples: Credit Agreement (Bradley Pharmaceuticals Inc), Credit Agreement (Bradley Pharmaceuticals Inc), Credit Agreement (Bradley Pharmaceuticals Inc)
Ownership of Subsidiaries; Restrictions. The Credit Parties will not, nor will they permit any Subsidiary to, create, form or acquire any Subsidiaries, except for Subsidiaries that (i) become Credit Parties and enter into a Joinder Agreement as required by the terms hereof or (ii) constitute Foreign Subsidiaries or other Subsidiaries which are not Material Domestic Subsidiaries which that are created or acquired in connection with Permitted Acquisitions. The Credit Parties will not sell, transfer, pledge or otherwise dispose of any Equity Interests in any of their Subsidiaries, nor will they permit any of their Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of their Equity Interests, except in a transaction permitted by Section 6.4.
Appears in 3 contracts
Samples: Credit Agreement (ARKO Corp.), Credit Agreement (ARKO Corp.), Credit Agreement (GPM Petroleum LP)
Ownership of Subsidiaries; Restrictions. The Credit Parties will not, nor will they permit any Subsidiary to, create, form or acquire any Subsidiaries, except for Domestic Subsidiaries that (i) become are joined as Additional Credit Parties and enter into a Joinder Agreement (other than in the case of Excluded Subsidiaries) as required by the terms hereof or (ii) constitute Foreign Subsidiaries or other Subsidiaries which are not Material Domestic Subsidiaries which are created or acquired in connection with Permitted AcquisitionsSubsidiaries. The Credit Parties will not sell, transfer, pledge or otherwise dispose of any Equity Interests Interest or other equity interests in any of their Subsidiaries, nor will they permit any of their Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of their Equity InterestsInterest or other equity interests, except in a transaction permitted by Section 6.4.
Appears in 2 contracts
Samples: Note Purchase Agreement (Atlas Merger Subsidiary, Inc.), Credit Agreement (Atlas Merger Subsidiary, Inc.)
Ownership of Subsidiaries; Restrictions. The Credit Parties will not, nor will they permit any Subsidiary to, create, form or acquire any Subsidiaries, except for Subsidiaries that (i) become Material Domestic Subsidiaries that are joined as Additional Credit Parties and enter into a Joinder Agreement as required by the terms hereof or hereof, (ii) constitute Foreign Domestic Subsidiaries or other Subsidiaries which that are not Material Domestic Subsidiaries which are created or acquired in connection with Permitted Acquisitionsand (iii) Foreign Subsidiaries. The Credit Parties will not sell, transfer, pledge or otherwise dispose of any Equity Interests Interest or other equity interests in any of their Subsidiaries, nor will they permit any of their Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of their Equity InterestsInterest or other equity interests, except in a transaction permitted by Section 6.4.
Appears in 2 contracts
Samples: Credit Agreement (Osi Systems Inc), Credit Agreement (Osi Systems Inc)
Ownership of Subsidiaries; Restrictions. The Credit Parties will not, nor will they permit any Subsidiary to, create, form or acquire any Subsidiaries, except for (a) Material Domestic Subsidiaries that (i) become are joined as Additional Credit Parties and enter into a Joinder Agreement as required by the terms hereof or hereof, (iib) constitute Foreign Subsidiaries or other (iii) Domestic Subsidiaries which that are not classified as Material Domestic Subsidiaries which are created or acquired in connection with Permitted AcquisitionsSubsidiaries. The Credit Parties will not sell, transfer, pledge or otherwise dispose of any Equity Interests in any of their Subsidiaries, nor will they permit any of their Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of their Equity Interests, except in a transaction permitted by Section 6.4.
Appears in 2 contracts
Samples: Credit Agreement (Primo Water Corp), Credit Agreement (Primo Water Corp)
Ownership of Subsidiaries; Restrictions. The Credit Parties Borrower will not, nor will they it permit any Subsidiary to, create, form or acquire any Subsidiaries, except for (A) first-tier Foreign Subsidiaries that (i) become of any Credit Parties and enter into a Joinder Agreement as required by the terms hereof Party or (iiB) constitute Foreign Subsidiaries or other Subsidiaries which are not Material Domestic Subsidiaries which are created joined (or acquired those who participate in connection a merger in which another entity survives and the survivor joins) as Additional Credit Parties within thirty (30) days in accordance with Permitted Acquisitionsthe terms hereof. The Credit Parties Borrower will not sell, transfer, pledge or otherwise dispose of any Equity Interests Capital Stock or other equity interests in any of their it Subsidiaries, nor will they it permit any of their its Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of their Equity InterestsCapital Stock or other equity interests, except in a transaction permitted by Section 6.46.6.
Appears in 2 contracts
Samples: Credit Agreement (Consolidated Graphics Inc /Tx/), Credit Agreement (Consolidated Graphics Inc /Tx/)
Ownership of Subsidiaries; Restrictions. The Credit Parties will not, nor will they permit any Subsidiary to, create, form or acquire any Subsidiaries, except for Subsidiaries that (i) become Material Domestic Subsidiaries that are joined as Additional Credit Parties and enter into a Joinder Agreement as required by the terms hereof or hereof, (ii) constitute Foreign Domestic Subsidiaries or other Subsidiaries which that are not Material Domestic Subsidiaries which are created or acquired in connection with Permitted Acquisitionsand (iii) Foreign Subsidiaries. The Credit Parties will not sell, transfer, pledge or otherwise dispose of any Equity Interests Interest or other equity interests in any of their Subsidiaries, nor will they permit any of their Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of their Equity InterestsInterest or other equity interests, except in a transaction permitted by Section 6.4.. β
Appears in 1 contract
Samples: Credit Agreement (Osi Systems Inc)
Ownership of Subsidiaries; Restrictions. The Credit Parties will not, nor will they permit any Subsidiary to, without the written consent of the Administrative Agent, create, form or acquire any Subsidiaries, except for Subsidiaries that (i) become Credit Parties and enter into a Joinder Agreement as required by the terms hereof or (ii) constitute Foreign Subsidiaries or other Subsidiaries which are not Material Domestic Subsidiaries which that are created or acquired in connection with Permitted Acquisitions. The Credit Parties will not 104 |US-DOCS\140878708.9|| sell, transfer, pledge or otherwise dispose of any Equity Interests in any of their Subsidiaries, nor will they permit any of their Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of their Equity Interests, except in a transaction permitted by Section 6.4.
Appears in 1 contract
Samples: Credit Agreement (ARKO Corp.)
Ownership of Subsidiaries; Restrictions. The Each of the Credit Parties will not, nor will they it permit any Subsidiary to, create, form or acquire any Subsidiaries, except for Subsidiaries that (i) become Credit Parties and enter into a Joinder Agreement as required by the terms hereof or (ii) constitute Foreign Subsidiaries or other Subsidiaries which are not Material Domestic Subsidiaries which are joined as Additional Credit Parties in accordance with the terms hereof, Foreign Subsidiaries existing as of the Closing Date and Foreign Subsidiaries acquired, formed or created or acquired in connection with a Permitted AcquisitionsAcquisition. The Credit Parties Borrower will not sell, transfer, pledge or otherwise dispose of any Equity Interests Capital Stock or other equity interests in any of their its Subsidiaries, nor will they it permit any of their its Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of their Equity InterestsCapital Stock or other equity interests, except in a transaction permitted by Section 6.4.
Appears in 1 contract
Samples: Credit Agreement (MPS Group Inc)
Ownership of Subsidiaries; Restrictions. The Credit Parties will not, nor will they permit any Subsidiary to, create, form or acquire any Subsidiaries, except for wholly-owned Subsidiaries that (i) become Credit Parties and enter into a Joinder Agreement are joined as required by Additional Guarantors or Additional Pledged Foreign Subsidiaries in accordance with the terms hereof or (ii) constitute Foreign Subsidiaries or other Subsidiaries which are not Material Domestic Subsidiaries which are created or acquired in connection with Permitted Acquisitionsand Excluded Subsidiaries. The Credit Parties will not sell, transfer, pledge or otherwise dispose of any Equity Interests Capital Stock or other equity interests in any of their Subsidiaries, nor will they permit any of their Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of their Equity Interests, Capital Stock or other equity interests except in a transaction for Permitted Dispositions or as otherwise permitted by Section 6.46.4 or as required to be pledged to the Administrative Agent, on behalf of Lender Parties, pursuant to the Security Documents.
Appears in 1 contract
Ownership of Subsidiaries; Restrictions. The Each of the Credit Parties will not, nor will they it permit any Subsidiary to, create, form or acquire any Subsidiaries, except for Subsidiaries that (ia) become Domestic Subsidiaries, other than certain Immaterial Subsidiaries, which are joined as Additional Credit Parties and enter into a Joinder Agreement as required by in accordance with the terms hereof or and (iib) constitute Foreign Subsidiaries or other Subsidiaries which are not Material Domestic Subsidiaries which are created or acquired in connection with Permitted AcquisitionsImmaterial Subsidiaries, subject to the terms of Section 5.10. The Credit Parties Borrower will not sell, transfer, pledge or otherwise dispose of any Equity Interests Capital Stock or other equity interests in any of their its Subsidiaries, nor will they it permit any of their its Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of their Equity Interests, except in a transaction permitted by Section 6.4.otherwise
Appears in 1 contract