Permitted Acquisition Any Acquisition by the Borrower or any other member of the Borrower Affiliated Group that meets each of the following criteria: (i) the capital stock (or other equity interests) or assets acquired in such Acquisition relates to a line of business similar to the business in which the Borrower Affiliated Group is engaged on the Closing Date, (ii) if required by applicable law, the board of directors and the shareholders or the equivalent of such other Person has approved such Acquisition, (iii) in the case of an Acquisition of the capital stock (or other equity interests) of another Person, such Person shall become a wholly-owned direct or indirect Subsidiary of the Borrower or, in the case of a merger between the Borrower and another Person, the Borrower shall be the surviving entity, or in the case of a merger between another Person and a member of the Borrower Affiliated Group (other than the Borrower), upon consummation of such merger, the surviving entity shall be a direct or indirect wholly-owned Subsidiary of the Borrower and, if the surviving entity is a Domestic Subsidiary, a party to the Subsidiary Security Documents, (iv) the Borrower shall provide the Administrative Agent with at least 14 days' prior written notice of each such Acquisition and such information relating thereto as the Administrative Agent may reasonably request, (v) no Default or Event of Default shall exist, in each case both before and after giving effect to such Acquisition, (vi) the properties and assets acquired by the Borrower or other member of the Borrower Affiliated Group in connection with such proposed Acquisition shall be free from all liens, charges and encumbrances whatsoever, other than Permitted Encumbrances, (vii) upon consummation of the Acquisition, the Administrative Agent shall have a valid, perfected, first-priority security interest in all of the properties and assets being acquired by the Borrower or other member of the Borrower Affiliated Group subject to Permitted Encumbrances, and (viii) the aggregate consideration (including all cash and non-cash consideration and any assumption of Indebtedness) for all Acquisitions occurring after the Closing Date shall not exceed 15% of the Borrower's Consolidated Tangible Net Worth, determined as of the end of the most recently completed fiscal quarter of the Borrower.
