Common use of Permitted Acquisition Clause in Contracts

Permitted Acquisition. Prior to consummation of a Permitted Acquisition, the Borrower shall have delivered to Lender complete and correct copies of each document and agreement executed in connection therewith (collectively, the “Permitted Acquisition Documents”), including all schedules and exhibits thereto. The Permitted Acquisition Documents shall set forth the entire agreement and understanding of the Borrower and the parties thereto relating to the subject matter thereof, and there will be no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. Borrower shall have the power, and shall have taken all necessary action (including, any necessary member or comparable owner action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Permitted Acquisition Documents to which it is a party. Each of the Permitted Acquisition Documents will have been duly executed and delivered by Borrower and, to Borrower’s knowledge, each of the other parties thereto and will be the legal, valid and binding obligation of Borrower and to Borrower’s knowledge, such other parties, enforceable against Borrower and to Borrower’s knowledge, such other parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of the Permitted Acquisition Documents in accordance with their respective terms will not require any governmental approval or any other consent or approval, other than governmental approvals and other consents and approvals that have been obtained. All conditions precedent to the Permitted Acquisition pursuant to the Permitted Acquisition Documents shall have been fulfilled in all material respects and, as of the date of the consummation of the Permitted Acquisition, the Permitted Acquisition Documents shall not have been amended or otherwise modified and there shall not be any breach by the Borrower or, to Borrower’s knowledge, any other party thereto, of any term or condition of the Permitted Acquisition Documents. Upon consummation of the transactions contemplated by the Permitted Acquisition Documents to be consummated at the closing thereunder, the Borrower shall acquire good and legal title to the stock or assets and other property being transferred pursuant to the Permitted Acquisition Documents. None of the foregoing shall in any manner obligate the Borrower or any Subsidiary to consummate any Permitted Acquisition and the foregoing representation shall only apply if, when and to the extent that a Permitted Acquisition is consummated and the Permitted Acquisition Documents are executed and delivered.” (l) Section 4.16 of the Credit Agreement is herby amended by inserting at the end of such Section, the words, “; provided, further, however, that for a period of not more than sixty (60) days after the Amendment No. 1 Effective Date, the Meta Health Target may maintain one or more deposit accounts with XX Xxxxxx Xxxxx Bank so long as (a) with respect to any non-payroll account, any amounts credited to such account in excess of $50,000 are promptly, and in any event, within one Business Day, transferred to an account of a Company maintained with Lender, (b) with respect to any payroll account, other than amounts credited to such account to be paid to employees of the Meta Health Target not more than one Business Day prior to the making of such payments, any amounts in excess of $50,000 are promptly, and in any event, within one Business Day, transferred to an account of a Company maintained with the Lender and (c) the aggregate amount credited to all such accounts shall not exceed $100,000 (exclusive of any amounts credited to a payroll account to be paid to employees of the Meta Health Target as specified in clause (b))”; (m) Section 5.1 of the Credit Agreement is hereby amended by inserting, at the end of clause (c) thereof the words, “and so long as the Equity Subordination Agreement is in full force and effect, the Subordinated Convertible Notes and any Indebtedness incurred in connection with a Permitted Acquisition so long as such Indebtedness is subordinate to the Obligations on terms and conditions reasonably acceptable to the Lender”; (n) Section 5.3 of the Credit Agreement is hereby deleted in its entirety and the following is hereby inserted in lieu thereof:

Permitted Acquisition. Prior to consummation In the case of a any Permitted Acquisition, the Borrower shall have has delivered to Lender complete and correct copies of the Acquisition Agreement and each document of the other documents and agreement agreements executed in connection therewith (collectively, the “Permitted Acquisition Documents”), including all schedules and exhibits theretothereto not less than five (5) days prior to the consummation of such Permitted Acquisition. The Permitted Acquisition Documents shall set forth the entire agreement and understanding of the Borrower applicable Credit Party or Credit Parties and the parties thereto relating to the subject matter thereof, and there will be are no other agreements, arrangements or understandings, written or oral, relating to the matters covered therebythereby and the Permitted Acquisition shall be consummated in accordance with the terms of the Acquisition Documents without any amendment, waiver or supplement to the terms thereof which would be adverse to the applicable Credit Party in any material respect. Borrower shall have Each applicable Credit Party has the power, and shall have has taken all necessary action (including, any necessary member or comparable owner action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Permitted Acquisition Documents to which it is a party. Each of the Permitted Acquisition Documents will have has been duly executed and delivered by Borrower each applicable Credit Party and, to Borrower’s knowledge, each of the other parties thereto and will be the is a legal, valid and binding obligation of Borrower each applicable Credit Party and to Borrower’s knowledge, such other parties, enforceable against Borrower each such Credit Party and to Borrower’s knowledge, such other parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of the Permitted Acquisition Documents in accordance with their respective terms does not and will not require any governmental approval or any other consent or approval, other than governmental approvals and other consents and approvals that have been obtained. All conditions precedent to the Permitted Acquisition pursuant to the Permitted Acquisition Documents shall Agreement have been fulfilled in all material respects and, as of the date of the consummation closing of the such Permitted AcquisitionAcquisition , the Permitted Acquisition Documents shall Agreement has not have been amended or otherwise modified and there shall not be any has been no breach by the Borrower or, to Borrower’s knowledge, any other party thereto, of any term or condition of the Permitted Acquisition Documents. Upon consummation of the transactions contemplated by the Permitted Acquisition Documents to be consummated at the closing thereunder, the Borrower applicable Credit Party shall acquire good and legal title to the stock or assets and other property being transferred pursuant to the Permitted Acquisition Documents. None of the foregoing shall in any manner obligate the Borrower or any Subsidiary to consummate any Permitted Acquisition and the foregoing representation shall only apply if, when and to the extent that a Permitted Acquisition is consummated and the Permitted Acquisition Documents are executed and delivered.Agreement” (lg) Section 4.16 4.4 of the Credit Agreement is herby hereby amended by inserting at deleting the end words “January 31, 2012” appearing therein and inserting, in lieu thereof, the words, “January 31, 2014”; (h) Section 4.15 of such Section, the Credit Agreement is hereby amended by deleting the words, “; provided, further, however, that for a period of not more than sixty (60) days after the Amendment No. 1 Effective Closing Date, the Meta Health Target Acquisition Sub. may maintain one or more a deposit accounts account with XX Xxxxxx Xxxxx Ameris Bank so long as (a) with respect to any non-payroll account, any amounts credited 0000000.4 to such account in excess of $50,000 are promptlypromptly and, and in any event, within one Business Day, Day transferred to an account of a Company maintained with Lender” and inserting, in lieu thereof, the words, “provided, however, that for a period of not more than sixty (b60) days after the closing of any Permitted Acquisition, the applicable Permitted Target may maintain one or more deposit account with respect to any payroll account, banks other than the Lender so long as any amounts credited to such account to be paid to employees of the Meta Health Target not more than one Business Day prior to the making of such payments, any amounts accounts in excess of $50,000 are promptlypromptly and, and in any event, within one Business Day, Day transferred to an account of a Company maintained with the Lender and (c) the aggregate amount credited to all such accounts shall not exceed $100,000 (exclusive of any amounts credited to a payroll account to be paid to employees of the Meta Health Target as specified in clause (b))Lender”; (mi) Section 5.1 of the Credit Agreement is hereby amended by inserting, at deleting the end of clause (c) thereof the words, words “and so long as the Equity Subordination Agreement is in full force and effect, the Subordinated Convertible Notes and any Indebtedness incurred in connection with a Permitted Acquisition so long as such Indebtedness is subordinate to the Obligations on terms and conditions reasonably acceptable to the Lender”;Notes” appearing therein. (nj) Section 5.3 of the Credit Agreement is hereby deleted in its entirety and the following is hereby inserted in lieu thereof:

Permitted Acquisition. Prior Notwithstanding anything to consummation the contrary in the Credit Agreement, any Borrower is hereby authorized to acquire all of the ownership interests in Autoscan Technology Pte Ltd., a Permitted AcquisitionSingapore company, for an acquisition price of not more than $10,000,000 U.S. in the aggregate, provided no Default or Event of Default then exists. The documentation relating to this acquisition shall be acceptable in all respects to Agent in Agent’s reasonable discretion. Concurrently with the closing of the acquisition, such Borrower shall pledge to Agent for the benefit of Lenders, on terms and conditions and subject to documentation reasonably acceptable to Agent, sixty five percent of its ownership interest in Autoscan Technology Pte Ltd. In addition and notwithstanding anything to the contrary in the Credit Agreement, the Agent and the Lenders hereby authorize any Borrower to acquire or create additional foreign or domestic Subsidiaries in connection with stock or asset purchases provided: (i) no Default or Event of Default exists prior to and after the closing of any such acquisition; (ii) the consideration paid for all such acquisitions does not exceed $15,000,000 in the aggregate; (iii) domestic Subsidiaries so acquired will be added as Borrowers to the Credit Agreement pursuant to a Joinder Agreement in the general form of Exhibit A attached hereto and otherwise pursuant to documentation in form and content reasonably acceptable to Agent; (iv) any domestic Subsidiary so acquired shall grant to Agent for the benefit of Lenders a security interest in all of its assets and the applicable Borrower shall have delivered pledge all of its ownership interests in such domestic Subsidiary to Lender complete Agent for the benefit of Lenders pursuant to documentation reasonably acceptable in all respects to Agent; and correct copies of each document and agreement executed in connection therewith (collectively, v) the “Permitted Acquisition Documents”), including all schedules and exhibits thereto. The Permitted Acquisition Documents shall set forth the entire agreement and understanding of the Borrower and the parties thereto relating to the subject matter thereof, and there will be no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. applicable Borrower shall have pledge sixty five percent of its ownership interest in any foreign Subsidiary so acquired to Agent for the power, benefit of Lenders on terms and shall have taken all necessary action (including, any necessary member or comparable owner action) to authorize it, to execute, deliver conditions and perform in accordance with their respective terms the Permitted Acquisition Documents to which it is a party. Each of the Permitted Acquisition Documents will have been duly executed and delivered by Borrower and, to Borrower’s knowledge, each of the other parties thereto and will be the legal, valid and binding obligation of Borrower and to Borrower’s knowledge, such other parties, enforceable against Borrower and to Borrower’s knowledge, such other parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of the Permitted Acquisition Documents in accordance with their respective terms will not require any governmental approval or any other consent or approval, other than governmental approvals and other consents and approvals that have been obtained. All conditions precedent to the Permitted Acquisition pursuant to the Permitted Acquisition Documents shall have been fulfilled in all material respects and, as of the date of the consummation of the Permitted Acquisition, the Permitted Acquisition Documents shall not have been amended or otherwise modified documentation reasonably acceptable to Agent. Borrowers are hereby authorized and there shall not be any breach by the Borrower or, required to Borrower’s knowledge, any other party thereto, of any term or condition of the Permitted Acquisition Documents. Upon consummation of the transactions contemplated by the Permitted Acquisition Documents to be consummated at the closing thereunder, the Borrower shall acquire good and legal title to the stock or assets and other property being transferred pursuant to the Permitted Acquisition Documents. None of the foregoing shall in any manner obligate the Borrower or any Subsidiary to consummate any Permitted Acquisition and the foregoing representation shall only apply if, when and to the extent that a Permitted Acquisition is consummated and the Permitted Acquisition Documents are executed and delivered.” (l) Section 4.16 update Schedule 6.5 of the Credit Agreement is herby amended by inserting at from time to time to reflect the end existence of such Section, the words, “; provided, further, however, that for a period of not more than sixty (60) days after the Amendment No. 1 Effective Date, the Meta Health Target may maintain one Subsidiaries created or more deposit accounts with XX Xxxxxx Xxxxx Bank so long as (a) with respect to any non-payroll account, any amounts credited to such account in excess of $50,000 are promptly, and in any event, within one Business Day, transferred to an account of a Company maintained with Lender, (b) with respect to any payroll account, other than amounts credited to such account to be paid to employees of the Meta Health Target not more than one Business Day prior acquired pursuant to the making provisions of such payments, any amounts in excess of $50,000 are promptly, and in any event, within one Business Day, transferred to an account of a Company maintained with the Lender and (c) the aggregate amount credited to all such accounts shall not exceed $100,000 (exclusive of any amounts credited to a payroll account to be paid to employees of the Meta Health Target as specified in clause (b))”; (m) Section 5.1 this paragraph or other applicable provisions of the Credit Agreement is hereby amended by inserting, at the end of clause (c) thereof the words, “and so long as the Equity Subordination Agreement is in full force and effect, the Subordinated Convertible Notes and any Indebtedness incurred in connection with a Permitted Acquisition so long as such Indebtedness is subordinate to the Obligations on terms and conditions reasonably acceptable to the Lender”; (n) Section 5.3 of the Credit Agreement is hereby deleted in its entirety and the following is hereby inserted in lieu thereof:Agreement.

Permitted Acquisition. Prior to consummation In the case of a any Permitted Acquisition, the Borrower shall have has delivered to Lender complete and correct copies of the Acquisition Agreement and each document of the other documents and agreement agreements executed in connection therewith (collectively, the “Permitted Acquisition Documents”), including all schedules and exhibits theretothereto not less than five (5) days prior to the consummation of such Permitted Acquisition. The Permitted Acquisition Documents shall set forth the entire agreement and understanding of the Borrower applicable Credit Party or Credit Parties and the parties thereto relating to the subject matter thereof, and there will be are no other agreements, arrangements or understandings, written or oral, relating to the matters covered therebythereby and the Permitted Acquisition shall be consummated in accordance with the terms of the Acquisition Documents without any amendment, waiver or supplement to the terms thereof which would be adverse to the applicable Credit Party in any material respect. Borrower shall have Each applicable Credit Party has the power, and shall have has taken all necessary action (including, any necessary member or comparable owner action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Permitted Acquisition Documents to which it is a party. Each of the Permitted Acquisition Documents will have has been duly executed and delivered by Borrower each applicable Credit Party and, to Borrower’s knowledge, each of the other parties thereto and will be the is a legal, valid and binding obligation of Borrower each applicable Credit Party and to Borrower’s knowledge, such other parties, enforceable against Borrower each such Credit Party and to Borrower’s knowledge, such other parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of the Permitted Acquisition Documents in accordance with their respective terms does not and will not require any governmental approval or any other consent or approval, other than governmental approvals and other consents and approvals that have been obtained. All conditions precedent to the Permitted Acquisition pursuant to the Permitted Acquisition Documents shall Agreement have been fulfilled in all material respects and, as of the date of the consummation closing of the such Permitted Acquisition, the Permitted Acquisition Documents shall Agreement has not have been amended or otherwise modified and there shall not be any has been no breach by the Borrower or, to Borrower’s knowledge, any other party thereto, of any term or condition of the Permitted Acquisition Documents. Upon consummation of the transactions contemplated by the Permitted Acquisition Documents to be consummated at the closing thereunder, the Borrower applicable Credit Party shall acquire good and legal title to the stock or assets and other property being transferred pursuant to the Permitted Acquisition Documents. None of the foregoing shall in any manner obligate the Borrower or any Subsidiary to consummate any Permitted Acquisition and the foregoing representation shall only apply if, when and to the extent that a Permitted Acquisition is consummated and the Permitted Acquisition Documents are executed and delivered.” (l) Section 4.16 of the Credit Agreement is herby amended by inserting at the end of such Section, the words, “; provided, further, however, that for a period of not more than sixty (60) days after the Amendment No. 1 Effective Date, the Meta Health Target may maintain one or more deposit accounts with XX Xxxxxx Xxxxx Bank so long as (a) with respect to any non-payroll account, any amounts credited to such account in excess of $50,000 are promptly, and in any event, within one Business Day, transferred to an account of a Company maintained with Lender, (b) with respect to any payroll account, other than amounts credited to such account to be paid to employees of the Meta Health Target not more than one Business Day prior to the making of such payments, any amounts in excess of $50,000 are promptly, and in any event, within one Business Day, transferred to an account of a Company maintained with the Lender and (c) the aggregate amount credited to all such accounts shall not exceed $100,000 (exclusive of any amounts credited to a payroll account to be paid to employees of the Meta Health Target as specified in clause (b))”; (m) Section 5.1 of the Credit Agreement is hereby amended by inserting, at the end of clause (c) thereof the words, “and so long as the Equity Subordination Agreement is in full force and effect, the Subordinated Convertible Notes and any Indebtedness incurred in connection with a Permitted Acquisition so long as such Indebtedness is subordinate to the Obligations on terms and conditions reasonably acceptable to the Lender”; (n) Section 5.3 of the Credit Agreement is hereby deleted in its entirety and the following is hereby inserted in lieu thereof:Agreement

Permitted Acquisition. Prior Other than as consented to consummation of by the Agent in writing, (a) If the Purchase Price for a Permitted AcquisitionAcquisition is less than $5,000,000, the Borrower Company shall furnish to the Required Lenders computations demonstrating compliance with Section 6.9.4, certified by a Financial Officer of the Company. (b) If the Purchase Price for a Permitted Acquisition is equal to or exceeds $5,000,000: (i) The provisions of the Acquisition Agreement relating to such Permitted Acquisition shall not have been amended, modified, waived or terminated in any material respect from the form of such Agreement delivered to the Agent pursuant to Section 6.9.4 (unless such amendment or modification, in form reasonably acceptable to the Agent, shall have delivered been provided to Lender complete the Agent prior to such Permitted Acquisition) and correct copies of each document and agreement all material executed in connection therewith (collectively, the “Permitted Acquisition Documents”)documents, including all schedules and exhibits thereto. The , shall have been delivered to the Agent within 30 days of the closing of such Permitted Acquisition Documents shall Acquisition. (ii) All of the representations and warranties of the Sellers set forth the entire agreement in such Acquisition Agreement shall be complete and understanding correct in all material respects on and as of the Borrower Closing Date with the same force and effect as though made on and as of such date. (iii) All of the parties thereto relating other conditions to the subject matter thereof, and there will be no other agreements, arrangements or understandings, written or oral, relating to obligations of the matters covered thereby. Borrower Borrowers set forth in such Acquisition Agreement shall have the power, and shall have taken all necessary action (including, any necessary member been satisfied or comparable owner action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Permitted Acquisition Documents to which it is a party. Each of the Permitted Acquisition Documents will have been duly executed and delivered waived by Borrower and, to Borrower’s knowledge, each of the other parties thereto and will be the legalto such Acquisition Agreement. (iv) Any material consent, valid and binding obligation of Borrower and to Borrower’s knowledgeauthorization, such other parties, enforceable against Borrower and to Borrower’s knowledge, such other parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium order or similar laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of the Permitted Acquisition Documents in accordance with their respective terms will not require any governmental approval or any other consent or approval, other than governmental approvals and other consents and approvals that have been obtained. All conditions precedent to the Permitted Acquisition pursuant to the Permitted Acquisition Documents shall have been fulfilled in all material respects and, as of the date of the consummation of the Permitted Acquisition, the Permitted Acquisition Documents shall not have been amended or otherwise modified and there shall not be any breach by the Borrower or, to Borrower’s knowledge, any other party thereto, of any term or condition of the Permitted Acquisition Documents. Upon consummation of Person required in connection with the transactions contemplated by the Permitted such Acquisition Documents to Agreement shall have been obtained and shall be consummated at the closing thereunder, the Borrower shall acquire good and legal title to the stock or assets and other property being transferred pursuant to the Permitted Acquisition Documents. None of the foregoing shall in any manner obligate the Borrower or any Subsidiary to consummate any Permitted Acquisition and the foregoing representation shall only apply if, when and to the extent that a Permitted Acquisition is consummated and the Permitted Acquisition Documents are executed and delivered.” (l) Section 4.16 of the Credit Agreement is herby amended by inserting at the end of such Section, the words, “; provided, further, however, that for a period of not more than sixty (60) days after the Amendment No. 1 Effective Date, the Meta Health Target may maintain one or more deposit accounts with XX Xxxxxx Xxxxx Bank so long as (a) with respect to any non-payroll account, any amounts credited to such account in excess of $50,000 are promptly, and in any event, within one Business Day, transferred to an account of a Company maintained with Lender, (b) with respect to any payroll account, other than amounts credited to such account to be paid to employees of the Meta Health Target not more than one Business Day prior to the making of such payments, any amounts in excess of $50,000 are promptly, and in any event, within one Business Day, transferred to an account of a Company maintained with the Lender and (c) the aggregate amount credited to all such accounts shall not exceed $100,000 (exclusive of any amounts credited to a payroll account to be paid to employees of the Meta Health Target as specified in clause (b))”; (m) Section 5.1 of the Credit Agreement is hereby amended by inserting, at the end of clause (c) thereof the words, “and so long as the Equity Subordination Agreement is in full force and effect. (v) All of the items required to be delivered under such Acquisition Agreement shall have been so delivered. (vi) The Company shall furnish to the Required Lenders computations demonstrating compliance with Section 6.9.4, Certified by a Financial Officer of the Company. (vii) Contemporaneously with or immediately after the making by the Lenders of the extension of credit hereunder, the Subordinated Convertible Notes and any Indebtedness incurred in connection with Lenders shall have received a Permitted Acquisition so long as such Indebtedness is subordinate certificate of a Financial Officer of the Borrower to the Obligations on terms effect that (A) the initial closing has occurred under such Acquisition Agreement and conditions reasonably acceptable to the Lender”; (nB) Section 5.3 each of the Credit Agreement is hereby deleted conditions set forth in its entirety and the following is hereby inserted in lieu thereof:this Section 5.3.1 has been satisfied.