Restriction on Acquisitions. Vodafone will not, and will procure that no member of the Controlled Group will, make any Acquisition unless the major part of the Controlled Group’s business remains telecommunications, data communications and associated businesses.
Restriction on Acquisitions. The Borrower shall not establish or acquire any Subsidiary or invest in any other entity without the consent of the Majority Lenders (such consent not to be unreasonably withheld), provided that this Clause 20.12 shall not apply to any such acquisition or investment where:
(a) such acquisition or investment relates to a Subsidiary or entity whose principal business is telecommunications or the provision of data services or related or ancillary businesses; and
(b) the consideration paid by the Borrower in relation to such acquisition or investment, when aggregated with the consideration paid by the Borrower in relation to each other acquisition or investment permitted under this paragraph (b), does not exceed (i) 20 per cent. of the Borrower's Total Assets in the financial year of the Borrower ending 31 December 2004; and (ii) 15 per cent. (or such higher amount not exceeding 20 per cent. as the Majority Lenders may agree (acting reasonably)) of the Borrower's Total Assets in any other financial year of the Borrower.
Restriction on Acquisitions. No member of the Group shall acquire any company or shares or securities or a business, assets or undertaking, other than:
23.12.1 pursuant to a Permitted Acquisition; or
23.12.2 with the prior written consent of the Majority Lenders.
Restriction on Acquisitions. Purchaser agrees that for one (1) year from termination of this Agreement neither Purchaser nor any persons or entity controlled by Purchaser shall consummate, negotiate, offer, solicit offers, discuss, or arrange, directly or indirectly, the acquisition of any hotel which is the subject of the purchase and sale described in the CTF Agreement; provided, however, Purchaser may discuss and negotiate with the current partner of Techworld for the acquisition of his interest in Techworld, and with him, the acquisition of the CTF interest in Techworld.
Restriction on Acquisitions. Any acquisition by any Borrower in excess of one million dollars ($1,000,000.00) must be approved in writing by Lender prior to such acquisition.
Restriction on Acquisitions. Borrowers shall not and shall not permit any Subsidiary to acquire any business without Agent's prior review and consent if the total of all business acquisitions in any one fiscal year exceeds 10% of Tangible Net Worth as of the end of the prior fiscal year. For purposes of 10% limitation above, acquisitions accomplished by merger shall be valued at the fair value of all consideration given, including, without limitation, cash, notes, assumption of debt and stock. In addition, Borrowers shall not and shall not permit any Subsidiary to acquire any business if such acquisition is not approved by the board of directors of the company owning such business or is deemed by Agent to involve a hostile takeover.
Restriction on Acquisitions. The Borrower shall not establish or acquire any Subsidiary, acquire any Telecommunications Licence or invest in any other entity without the consent of the Lender (such consent not to be unreasonably withheld), provided that this Clause 20.12 shall not apply to any such acquisition or investment where such acquisition or investment relates to a Subsidiary or entity whose principal business is telecommunications or the provision of data services or related or ancillary businesses; and either:
(a) the consideration paid by the Borrower in relation to such acquisition or investment, when aggregated with the consideration paid by the Borrower in relation to each other acquisition or investment in the same financial year permitted under this paragraph (a), does not exceed (i) 20 per cent. of the Borrower’s Total Assets in the financial year of the Borrower ending 31 December 2006; and (ii) 20 per cent. (or such higher amount not exceeding 25 per cent. as the Lender may agree (acting reasonably)) of the Borrower’s Total Assets in any other financial year of the Borrower; or
(b) the acquisition is of the Egypt Licence or any person holding the Egypt Licence (but no other asset).
Restriction on Acquisitions. The Borrower shall not establish or acquire any Subsidiary, acquire any Telecommunications Licence or invest in any other entity without the consent of the Lender (such consent not to be unreasonably withheld), provided that this Clause 19.13 shall not apply to any such acquisition or investment where such acquisition or investment relates to a Subsidiary or entity whose principal business is telecommunications or the provision of data services or related or ancillary businesses and the consideration paid by the Borrower in relation to such acquisition or investment, when aggregated with the consideration paid by the Borrower in relation to each other acquisition or investment in the same financial year permitted under this paragraph (a), does not exceed (i) 20 per cent. of the Borrower’s Total Assets in the financial year of the Borrower ending 31 December 2008; and (ii) 20 per cent. (or such higher amount not exceeding 25 per cent. as the Lender may agree (acting reasonably)) of the Borrower’s Total Assets in any other financial year of the Borrower.
Restriction on Acquisitions. (a) The Borrower shall not (and the Borrower shall ensure that no other member of the Group will) establish or acquire any Subsidiary, acquire any Telecommunications Licence or invest in any other entity without the consent of the Majority Lenders (such consent not to be unreasonably withheld), provided that this paragraph (a) of Clause 20.12 shall not apply to any such acquisition or investment where such acquisition or investment relates to MTS Bank or a Subsidiary or entity whose principal business is telecommunications or the provision of data services or related or ancillary businesses and the consideration paid by the Borrower or any other member of the Group in relation to such acquisition or investment, when aggregated with the consideration paid by the Borrower or any other member of the Group in relation to each other acquisition or investment in the same financial year permitted under this paragraph, does not exceed 20 per cent. (or such higher amount not exceeding 25 per cent. as the Majority Lenders may agree (acting reasonably)) of the Borrower’s Total Assets.
(b) Notwithstanding any other provision of this Agreement, neither the Borrower nor any other member of the Group shall establish or acquire any Subsidiary, acquire any Telecommunications Licence or invest in any other entity without the consent of all Lenders where the consideration paid by the Borrower or other member of the Group in relation to the acquisition or investment, when aggregated with the consideration paid by the Borrower or other member of the Group in relation to each other acquisition or investment in the same financial year permitted under this Clause 20.12, exceeds 25 per cent. of the Borrower’s Total Assets.
Restriction on Acquisitions. (a) The Borrower shall not (and shall ensure that no other member of the Group will):
(i) acquire any share in or any equity security issued by any person, or any interest therein; or
(ii) acquire any business or going concern, or the whole or substantially the whole of the assets or business of any person, or any assets that constitute a division or operating unit of the business of any person.
(b) Paragraph (a) above does not apply to:
(i) any acquisition that has been consented to by the Agent (acting on the instructions of the Majority Lenders);
(ii) any acquisition where the seller or the acquired entity is, before the date of such acquisition, already a member of the Group;
(iii) any acquisition where the purchase price (when aggregated with the purchase price of each other acquisition under this paragraph (iii)) does not, for the period starting on the Signing Date and ending on the date on which all amounts outstanding under the Finance Documents have been paid in full, exceed US$150,000,000; or
(iv) any acquisition, provided that:
(A) such acquisition relates to a person, or the assets or business of a person, where the principal business of such person, assets or business is telecommunications or a related business; and
(B) no Default is continuing on the date of such acquisition or would occur as a result of such acquisition.
(c) Promptly upon completion of an acquisition permitted under paragraph (b) above, the Borrower shall notify the Agent of such acquisition.
(d) If the Borrower or any Subsidiary intends to enter into a transaction that is otherwise prohibited by this Clause 20.7, the Borrower or such Subsidiary may make a written request to the Agent for approval of such transaction together with a description of the transaction setting forth in reasonable detail the material terms of the transaction. If the Agent has not responded to such request (whether positively or negatively or by requesting further information (acting reasonably)) within 15 Business Days of its receipt of such request, such approval shall be deemed to have been given. Any approval given under this Clause 20.7 shall be effective so long as the final terms of such transaction do not differ materially from the terms set forth in the request for approval.
