Subsequent Acquisitions. The Borrower or a Wholly Owned ----------------------- Subsidiary of the Borrower may acquire any business or Property from, or capital stock of, or be a party to any acquisition of, any Person, so long as: (A) the aggregate Purchase Price of any individual such acquisition shall not exceed $50,000,000; (B) such acquisition (if by purchase of assets, merger or consolidation) shall be effected in such manner so that the acquired business, and the related assets, are owned either by the Borrower or a Wholly Owned Subsidiary of the Borrower and, if effected by merger or consolidation involving the Borrower, the Borrower shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of the Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving entity; (C) such acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of the Borrower; (D) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Borrower shall deliver to the Administrative Agent (which shall promptly forward a copy to each Lender which requests one) (1) no later than five Business Days prior to the consummation of each such acquisition (or such earlier date as shall be five Business Days after the execution and delivery thereof), copies of the respective agreements or instruments pursuant to Credit Agreement ---------------- which such acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), any schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in connection therewith and (2) promptly following request therefor (but in any event within three Business Days following such request), copies of such other information or documents relating to each such acquisition as the Administrative Agent shall have requested; (E) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Administrative Agent shall have received (and shall promptly forward a copy thereof to each Lender which requests one) a letter (in the case of each legal opinion delivered to the Borrower pursuant to such acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders; (F) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Borrower shall have delivered to the Administrative Agent and the Lenders evidence satisfactory to the Administrative Agent and the Majority Lenders of receipt of all licenses, permits, approvals and consents, if any, required with respect to such acquisition (including, without limitation, the consents of the respective municipal franchising authorities to the acquisition of the respective CATV Systems being acquired (if any)); (G) the entire amount of the consideration payable by the Borrower and its Subsidiaries in connection with such acquisition (other than customary post-closing adjustments and indemnity obligations, and other than Indebtedness incurred in connection with such acquisition that is permitted under paragraphs (c) or (e) of Section 8.07 hereof) shall be payable on the date of such acquisition; (H) neither the Borrower nor any of its Subsidiaries shall, in connection with such acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(e) hereof) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary and desirable to the continued operation of such CATV System); (I) to the extent the assets purchased in such acquisition shall be subject to any Liens not permitted hereunder, such Liens shall have been released (or Credit Agreement ---------------- -80- arrangements for such release satisfactory to the Administrative Agent shall have been made); (J) to the extent applicable, the Borrower shall have complied with the provisions of Section 8.18 hereof, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the shares of stock or other ownership interests, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.18 hereof; (K) after giving effect to such acquisition the Borrower shall be in compliance with Section 8.10 hereof (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended prior to the date of such acquisition for which financial statements of the Borrower and its Subsidiaries are available, under the assumption that such acquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrower shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance; (L) immediately prior to such acquisition and after giving effect thereto, no Default shall have occurred and be continuing; and (M) the Borrower shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may request (which may include evidence that the Borrower shall have received an equity contribution from Mediacom or the proceeds of the issuance of Affiliate Subordinated Indebtedness pursuant to documentation and in amounts in form and substance satisfactory to the Majority Lenders and the Administrative Agent).
Appears in 2 contracts
Samples: Credit Agreement (Mediacom LLC), Credit Agreement (Mediacom LLC)
Subsequent Acquisitions. The Borrower Company must have: ------------------------
(i) Acquired the assets or a Wholly Owned ----------------------- Subsidiary shares of Personnel Resources of Georgia within 75 days after the effective date of the Borrower may acquire any business or Property from, or capital stock of, or be a party to any acquisition of, any Person, so long as:Schedule 14A filed with the Securities and Exchange Commission as described in Paragraph 3(e) hereof; and
(Aii) Acquired new business providing for $15,000,000 in annualized gross sales in the aggregate Purchase Price aggregate, with a pretax annualized profit of any individual $500,000, within 240 days after the date hereof. For the purposes of this Agreement, the term "gross sales" shall mean all revenues from sales of the Company based upon all business conducted by the Company, whether such acquisition sales be evidenced by check, cash, credit, charge account, exchange or otherwise, and shall include, but not be limited to, the amounts received from the sale of goods, wares and merchandise, including sales of tangible property of every kind and nature, promotional or otherwise, and for services performed by the Company, together with the amount of all orders taken or received by the Company. Gross sales shall not exceed $50,000,000;
(B) such acquisition (if by purchase include sales of assetsmerchandise for which cash has been refunded, merger or consolidation) provided that they shall have previously been included in gross sales. There shall be effected deducted from gross sales the price of merchandise returned by customers for exchange, provided that such returned merchandise shall have been previously included in such manner so gross sales, and provided that the acquired business, and the related assets, are owned either by the Borrower or a Wholly Owned Subsidiary sales price of the Borrower and, if effected by merger or consolidation involving the Borrower, the Borrower shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of the Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving entity;
(C) such acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of the Borrower;
(D) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Borrower shall deliver to the Administrative Agent (which shall promptly forward a copy to each Lender which requests one)
(1) no later than five Business Days prior to the consummation of each such acquisition (or such earlier date as shall be five Business Days after the execution and delivery thereof), copies of the respective agreements or instruments pursuant to Credit Agreement ---------------- which such acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), any schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in connection therewith and (2) promptly following request therefor (but in any event within three Business Days following such request), copies of such other information or documents relating to each such acquisition as the Administrative Agent shall have requested;
(E) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Administrative Agent shall have received (and shall promptly forward a copy thereof to each Lender which requests one) a letter (in the case of each legal opinion merchandise delivered to the Borrower pursuant customer in exchange shall be included in gross sales. Gross sales shall not include the amount of any sales tax imposed by any governmental authority directly on sales and collected from customers, provided that the amount thereof is added to the selling price or absorbed therein, and actually paid by the Company to such acquisition) from each Person delivering governmental authority. Each charge or sale upon credit shall be treated as a sale for the full price in the month during which such opinion (which charge or sale shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders;
(F) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000be made, the Borrower shall have delivered to the Administrative Agent and the Lenders evidence satisfactory to the Administrative Agent and the Majority Lenders of receipt of all licenses, permits, approvals and consents, if any, required with respect to such acquisition (including, without limitation, the consents irrespective of the respective municipal franchising authorities to time when the acquisition Company shall receive payment (whether full or partial) therefor. The measurement of the respective CATV Systems being acquired (if any));
(G) the entire amount of the consideration payable by the Borrower and its Subsidiaries in connection with such acquisition (other than customary post-closing adjustments and indemnity obligations, and other than Indebtedness incurred in connection with such acquisition that is permitted under paragraphs (c) or (e) of Section 8.07 hereof) shall be payable on the date of such acquisition;
(H) neither the Borrower nor any of its Subsidiaries shall, in connection with such acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(e) hereof) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary and desirable to the continued operation of such CATV System);
(I) to the extent the assets purchased in such acquisition shall be subject to any Liens not permitted hereunder, such Liens shall have been released (or Credit Agreement ---------------- -80- arrangements for such release satisfactory to the Administrative Agent shall have been made);
(J) to the extent applicable, the Borrower shall have complied with the provisions of Section 8.18 hereof, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the shares of stock or other ownership interests, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.18 hereof;
(K) after giving effect to such acquisition the Borrower gross sales shall be in compliance accordance with Section 8.10 hereof (generally accepted accounting principles as set forth in the determination opinions, statements and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the Financial Accounting Standards Board and such compliance to other persons who shall be calculated on approved by a pro forma basis, as at significant segment of the end of accounting profession and for concurred in by the fiscal quarter most recently ended prior to the date of such acquisition for which independent public accountants certifying any financial statements of the Borrower and its Subsidiaries are available, under the assumption that such acquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrower shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance;
(L) immediately prior to such acquisition and after giving effect thereto, no Default shall have occurred and be continuing; and
(M) the Borrower shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may request (which may include evidence that the Borrower shall have received an equity contribution from Mediacom or the proceeds of the issuance of Affiliate Subordinated Indebtedness pursuant to documentation and in amounts in form and substance satisfactory to the Majority Lenders and the Administrative Agent)Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Spiderboy International Inc), Stock Purchase Agreement (Spiderboy International Inc)
Subsequent Acquisitions. The Borrower or a Wholly Owned ----------------------- Subsidiary of the Any Borrower may acquire any ----------------------- business or Property from, or capital stock of, or be a party to any acquisition of, any Person, so long as:
(A) the aggregate Purchase Price of any individual such acquisition shall not exceed $50,000,000;
(B) such acquisition (if by purchase of assets, merger or consolidation) shall be effected in such manner so that the acquired business, and the related assets, are owned either by the a Borrower or a Wholly Owned Subsidiary of the a Borrower and, if effected by merger or consolidation involving the a Borrower, the Borrower shall be the continuing or surviving entity Credit Agreement ---------------- - 91 - and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of the a Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving entity;
(CB) such acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of the a Borrower;
(DC) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Borrower Company shall deliver to the Administrative Agent (which shall promptly forward a copy copies thereof to each Lender which requests one)
(1) no later than five Business Days prior to the consummation of each such acquisition (or such earlier date as shall be five Business Days after the execution and delivery thereof), copies of the respective agreements or instruments pursuant to Credit Agreement ---------------- which such acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), any schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in connection therewith and (2) promptly following request therefor (but in any event within three Business Days following such request), copies of such other information or documents relating to each such acquisition as the Administrative Agent or the Majority Lenders shall have requested;
(ED) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Administrative Agent shall have received (and shall promptly forward a copy copies thereof to each Lender which requests oneLender, if requested by such Lender) a letter (in the case of each legal opinion delivered to the Borrower Borrowers pursuant to such acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders;
(FE) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Borrower Borrowers shall have delivered to the Administrative Agent and the Lenders evidence satisfactory to the Administrative Agent and the Majority Lenders of receipt of all licenses, permits, approvals and consents, if any, required with respect to such acquisition (including, without limitation, the consents of the respective municipal franchising Credit Agreement ---------------- authorities to the acquisition of the respective CATV Systems being acquired (if any));
(G) the entire amount of the consideration payable by the Borrower and its Subsidiaries in connection with such acquisition (other than customary post-closing adjustments and indemnity obligations, and other than Indebtedness incurred in connection with such acquisition that is permitted under paragraphs (c) or (e) of Section 8.07 hereof) shall be payable on the date of such acquisition;
(H) neither the Borrower nor any of its Subsidiaries shall, in connection with such acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(e) hereof) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary and desirable to the continued operation of such CATV System);
(IF) to the extent the assets purchased in such acquisition shall be subject to any Liens not permitted hereunder, such Liens shall have been released (or Credit Agreement ---------------- -80- arrangements for such release satisfactory to the Administrative Agent shall have been made);
(JG) the Administrative Agent shall have received one or more Deeds of Trust covering any material fee or leasehold property of the Borrowers acquired pursuant to such acquisition, duly executed and delivered by such Borrower and to the extent necessary under applicable law, for filing in the appropriate county land office(s), Uniform Commercial Code financing statements covering fixtures relating to the Property covered by such Deeds of Trust, in each case appropriately completed and duly executed and the Borrowers shall have paid an amount equal to any recording and stamp taxes payable in connection with recording any such Deeds of Trust;
(H) to the extent applicable, the Borrower Company shall have complied with the provisions of Section 8.18 hereof, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the shares of stock or other ownership interests, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.18 hereof;
(K) after giving effect to such acquisition the Borrower shall be in compliance with Section 8.10 hereof (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended prior to the date of such acquisition for which financial statements of the Borrower and its Subsidiaries are available, under the assumption that such acquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrower shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance;
(LI) immediately prior to such acquisition and after giving effect thereto, no Default shall have occurred and be continuing;
(J) such acquisition shall have been approved by the Majority Lenders and the Administrative Agent; and
(MK) the Borrower Borrowers shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may request (which may include evidence that the a particular Borrower shall have received an equity contribution from Mediacom or the proceeds of the issuance of Credit Agreement ---------------- Affiliate Subordinated Indebtedness pursuant to documentation and in amounts in form and substance satisfactory to the Majority Lenders and the Administrative Agent).; and
Appears in 2 contracts
Samples: Credit Agreement (Mediacom LLC), Credit Agreement (Mediacom Capital Corp)
Subsequent Acquisitions. The Borrower or a any Wholly Owned ----------------------- Subsidiary of the Borrower may acquire any business amusement or Property fromattraction park, and the related assets, of any other Person (whether by way of purchase of assets or capital stock ofstock, by merger or be a party to any acquisition of, any Personconsolidation or otherwise), so long as:
(A) either (x) the entire aggregate Purchase Price purchase price is funded with the proceeds of equity capital issued by the Borrower (including any individual such acquisition proceeds held on the date hereof) or (y) such Acquisition is consummated during any fiscal year ending after December 31, 1997, and the entire aggregate purchase price is not in excess of 50% of the cumulative sum of Excess Cash Flow for each of the complete fiscal years during the period commencing on January 1, 1997 through and including the last day of the most recently ended fiscal year (after deducting from such 50% all previous Acquisitions made under this clause (y) and all Restricted Payments made on or before the date of such Acquisition pursuant to Section 9.09), provided that (I) the Borrower shall have delivered to the Administrative Agent, at least ten Business Days (but not exceed $50,000,000more than twenty Business Days) prior to the date of such Acquisition, a certificate of a senior financial officer of the Borrower setting forth computations in reasonable detail demonstrating satisfaction of the foregoing condition as at the date of such certificate and (II) prior to, or concurrently with, the making of such Acquisition, the Borrower shall prepay the Loans to the extent required under Section 2.10(a);
(B) such acquisition Acquisition (if by purchase of assets, merger or consolidation) shall be effected in such manner so that the acquired business, and the related assets, are owned either by the Borrower or a Wholly Owned Subsidiary of the Borrower and, if effected by merger or consolidation involving the Borrower, the Borrower shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of the Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving entity;; Credit Agreement
(C) such acquisition Acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of the Borrower;
(D) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Borrower shall deliver to the Administrative Agent (which shall promptly forward a copy copies thereof to each Lender which requests one)
(1) as soon as possible and in any event no later than five Business Days ten days prior to the consummation of each such acquisition Acquisition (or such earlier date as shall be five Business Days after the execution and delivery thereof), copies of the respective agreements or instruments pursuant to Credit Agreement ---------------- which such acquisition Acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), any schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in connection therewith and (2) promptly following request therefor (but in any event within three Business Days following such request), copies of such other information or documents relating to each such acquisition as the Administrative Agent shall have requested;
(E) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Administrative Agent shall have received (and shall promptly forward a copy thereof to each Lender which requests one) a letter (in the case of each legal opinion delivered to the Borrower pursuant to such acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders;
(F) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Borrower shall have delivered to the Administrative Agent and the Lenders evidence satisfactory to the Administrative Agent and the Majority Lenders of receipt of all licenses, permits, approvals and consents, if any, required with respect to such acquisition (including, without limitation, environmental risk assessments) relating to such Acquisition as the consents of Administrative Agent or the respective municipal franchising authorities to Majority Lenders shall have reasonably requested (and which is available, or obtainable within such period by the acquisition of the respective CATV Systems being acquired (if any)Borrower with reasonable efforts);
(G) the entire amount of the consideration payable by the Borrower and its Subsidiaries in connection with such acquisition (other than customary post-closing adjustments and indemnity obligations, and other than Indebtedness incurred in connection with such acquisition that is permitted under paragraphs (c) or (e) of Section 8.07 hereof) shall be payable on the date of such acquisition;
(H) neither the Borrower nor any of its Subsidiaries shall, in connection with such acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(e) hereof) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary and desirable to the continued operation of such CATV System);
(I) to the extent the assets purchased in such acquisition shall be subject to any Liens not permitted hereunder, such Liens shall have been released (or Credit Agreement ---------------- -80- arrangements for such release satisfactory to the Administrative Agent shall have been made);
(JE) to the extent applicable, the Borrower shall have complied with the provisions of Section 8.18 hereof9.15, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the shares certificates evidencing the capital stock of stock any new Subsidiary formed or other ownership interestsacquired in connection with such Acquisition, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.18 hereof9.15;
(KF) to the extent requested by the Borrower, the Borrower and the Majority Lenders shall have agreed to a supplement to Schedule VII setting forth pro forma adjustments to be made in determining EBITDA after giving effect to such acquisition the Borrower shall be in compliance with Section 8.10 hereof (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended prior to the date of such acquisition for which financial statements of the Borrower and its Subsidiaries are available, under the assumption that such acquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrower shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance;Acquisition; and
(LG) immediately prior to such acquisition Acquisition and after giving effect thereto, no Default shall have occurred and be continuing; and
(M) the Borrower shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may request (which may include evidence that the Borrower shall have received an equity contribution from Mediacom or the proceeds of the issuance of Affiliate Subordinated Indebtedness pursuant to documentation and in amounts in form and substance satisfactory to the Majority Lenders and the Administrative Agent).. Credit Agreement
Appears in 1 contract
Samples: Credit Agreement (Premier Parks Inc)
Subsequent Acquisitions. The Borrower or a Wholly Owned ----------------------- Subsidiary of the Borrower may acquire any business or Property from, or capital stock of, or be a party to any acquisition of, any Person, so long as:
(A) the aggregate Purchase Price of any individual such acquisition shall not exceed $50,000,000;
(B) such acquisition Subsequent Acquisition (if by purchase of assets, merger or consolidation) shall be effected in such manner so that the acquired business, and the related assets, are owned either by the Borrower or a Wholly Owned Subsidiary of the Borrower and, if effected by merger or consolidation involving the Borrower, the Borrower shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of the Borrower, such a Wholly Owned Subsidiary shall be the continuing or surviving entity;
(CB) such acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of the Borrower;
(D) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Borrower shall deliver to the Administrative Agent (which shall promptly forward a copy copies thereof to each Lender which requests one)
(1i) as soon as possible and in any event no later than five Business Days ten days prior to the consummation of each such acquisition Subsequent Acquisition (or such earlier date as shall be five Business Days after the execution and delivery thereof), copies of the respective agreements or instruments pursuant to Credit Agreement ---------------- which such acquisition Subsequent Acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), any schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in connection therewith and (2) ii), promptly following request therefor (but in any event within three Business Days following such request), copies of such other information or documents relating to each such acquisition as the Administrative Agent shall have requested;
(E) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Administrative Agent shall have received (and shall promptly forward a copy thereof to each Lender which requests one) a letter (in the case of each legal opinion delivered to the Borrower pursuant to such acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders;
(F) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Borrower shall have delivered to the Administrative Agent and the Lenders evidence satisfactory to the Administrative Agent and the Majority Lenders of receipt of all licenses, permits, approvals and consents, if any, required with respect to such acquisition (including, without limitation, environmental risk assessments) relating to such Subsequent Acquisition as the consents of Administrative Agent or the respective municipal franchising authorities to Majority Lenders shall have reasonably requested (and which is available, or obtainable within such period by the acquisition of the respective CATV Systems being acquired (if any)Borrower with reasonable efforts);
(G) the entire amount of the consideration payable by the Borrower and its Subsidiaries in connection with such acquisition (other than customary post-closing adjustments and indemnity obligations, and other than Indebtedness incurred in connection with such acquisition that is permitted under paragraphs (c) or (e) of Section 8.07 hereof) shall be payable on the date of such acquisition;
(H) neither the Borrower nor any of its Subsidiaries shall, in connection with such acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(e) hereof) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary and desirable to the continued operation of such CATV System);
(I) to the extent the assets purchased in such acquisition shall be subject to any Liens not permitted hereunder, such Liens shall have been released (or Credit Agreement ---------------- -80- arrangements for such release satisfactory to the Administrative Agent shall have been made);
(JC) to the extent applicable, the Borrower shall have complied with the provisions of Section 8.18 hereof9.15, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the shares certificates evidencing the capital stock of stock any new Subsidiary formed or other ownership interestsacquired in connection with such Subsequent Acquisition, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.18 hereof9.15;
(KD) to the extent requested by the Borrower, the Borrower and the Majority Lenders shall have agreed to a supplement to Schedule VIII setting forth pro forma adjustments to be made in determining EBITDA after giving effect to such acquisition the Borrower shall be in compliance with Section 8.10 hereof (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended prior to the date of such acquisition for which financial statements of the Borrower and its Subsidiaries are available, under the assumption that such acquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrower shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance;Subsequent Acquisition; and
(LE) immediately prior to such acquisition Subsequent Acquisition and after giving effect thereto, no Default shall have occurred and be continuing; and
(M) the Borrower shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may request (which may include evidence that the Borrower shall have received an equity contribution from Mediacom or the proceeds of the issuance of Affiliate Subordinated Indebtedness pursuant to documentation and in amounts in form and substance satisfactory to the Majority Lenders and the Administrative Agent).
Appears in 1 contract
Samples: Credit Agreement (Premier Parks Inc)
Subsequent Acquisitions. The Any Borrower or a Wholly Owned ----------------------- Subsidiary of the such Borrower may acquire any business or Property from, or capital stock of, or be a party to any acquisition of, any Person, so long as:
(A) the aggregate Purchase Price of any individual such acquisition shall not exceed $50,000,000200,000,000;
(B) such acquisition (if by purchase of assets, merger or consolidation) shall be effected in such manner so that the acquired business, and the related assets, are owned either by the a Borrower or a Wholly Owned Subsidiary of the a Borrower and, if effected by merger or consolidation involving the a Borrower, the such Borrower shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of the a Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving entity;
(C) such acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of the a Borrower;
(D) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,00025,000,000, the Borrower Borrowers shall deliver to the Administrative Agent (which shall promptly forward a copy to each Lender which requests one)
(1) no later than five Business Days prior to the consummation of each such acquisition (or such earlier date as shall be five Business Days after the execution and delivery thereof), copies of the respective agreements or instruments pursuant to Credit Agreement ---------------- which such acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), any schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in connection therewith and (2) promptly following request therefor (but in any event within three Business Days following such request), copies of such other information or documents relating to each such acquisition as the Administrative Agent shall have requested;
(E) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,00025,000,000, the Administrative Agent shall have received (and shall promptly forward a copy thereof to each Lender which requests one) a letter (in the case of each legal opinion delivered to the Borrower Borrowers pursuant to such Credit Agreement ---------------- acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders;
(F) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,00025,000,000, the Borrower Borrowers shall have delivered to the Administrative Agent and the Lenders evidence satisfactory to the Administrative Agent and the Majority Lenders of receipt of all licenses, permits, approvals and consents, if any, required with respect to such acquisition (including, without limitation, the consents of the respective municipal franchising authorities to the acquisition of the respective CATV Systems being acquired (if any));
(G) the entire amount of the consideration payable by the Borrower Borrowers and its their Subsidiaries in connection with such acquisition (other than customary post-closing adjustments and indemnity obligations, and other than Indebtedness incurred in connection with such acquisition that is permitted under paragraphs (c) or (ef) of Section 8.07 hereof) shall be payable on the date of such acquisition;
(H) neither none of the Borrower Borrowers nor any of its Subsidiaries shall, in connection with such acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(e8.07(f) hereof) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary and or desirable to the continued operation of such CATV System);
(I) to the extent the assets purchased in such acquisition shall be subject to any Liens not permitted hereunder, such Liens shall have been released (or Credit Agreement ---------------- -80- arrangements for such release satisfactory to the Administrative Agent shall have been made);
(J) to the extent applicable, the Borrower Borrowers shall have complied with the provisions of Section 8.18 hereof, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the shares of stock or other ownership interests, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.18 hereof;
(K) after giving effect to such acquisition the Borrower Borrowers shall be in compliance with Section 8.10 hereof (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most Credit Agreement ---------------- -84- recently ended prior to the date of such acquisition for which financial statements of the Borrower Borrowers and its their Subsidiaries are available, under the assumption that such acquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrower Borrowers shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance;
(L) immediately prior to such acquisition and after giving effect thereto, no Default shall have occurred and be continuing; and
(M) the Borrower Borrowers shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may request (which may include evidence that the Borrower Borrowers shall have received an equity contribution from Mediacom or the proceeds of the issuance of Affiliate Subordinated Indebtedness pursuant to documentation and in amounts in form and substance satisfactory to the Majority Lenders and the Administrative Agent).
Appears in 1 contract
Subsequent Acquisitions. The Borrower Holdings, the Primary Borrower, any Subsidiary Guarantor or a Wholly Owned ----------------------- any Foreign Subsidiary of the Borrower may acquire any business amusement or Property fromattraction park, and the related assets (and the assets of any related, ancillary or capital stock ofcomplementary business), of any other Person (whether by way of purchase of assets or be stock, by merger or consolidation or otherwise) after the date hereof (each, a party "SUBSEQUENT ACQUISITION") with existing cash, cash flow generated by operations, the Unused Equity Proceeds Amount, Subordinated Parent Advances and/or the proceeds of Loans hereunder to any acquisition of, any Person, the extent permitted under this Agreement so long as:
(A) Holdings shall be in compliance with Section 10.1 at the aggregate Purchase Price time of and after giving PRO FORMA effect to any such Subsequent Acquisition, as if such Subsequent Acquisition had occurred on the first day of the relevant calculation period provided for in Section 10.1, PROVIDED, HOWEVER, that (x) any capital expenditures made prior to such Subsequent Acquisition by the Person that is the subject thereof shall not constitute Capital Expenditures hereunder and (y) any Indebtedness incurred or repaid in connection with such Subsequent Acquisition shall be deemed to have be incurred or repaid, as the case may be, on such first day, and (ii) Holdings shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of any individual such acquisition shall not exceed $50,000,000Subsequent Acquisition, a certificate of a Responsible Officer of Holdings setting forth (A) computations in reasonable detail demonstrating satisfaction of the foregoing conditions as at the date of such certificate and (B) the respective amounts of cash, cash flow generated by operations, the Unused Equity Proceeds Amount and the proceeds of Loans hereunder being used to effect such Subsequent Acquisition;
(B) such acquisition Subsequent Acquisition (if by purchase of assets, merger or consolidation) shall be effected in such manner so that the acquired business, and the related assets, are owned either by Holdings, the Borrower Primary Borrower, a Subsidiary Guarantor or a Wholly Owned Foreign Subsidiary of the Borrower and, if effected by merger or consolidation involving Holdings, the Primary Borrower, a Subsidiary Guarantor or a Foreign Subsidiary, then Holdings, the Borrower Primary Borrower, such Subsidiary Guarantor or such Foreign Subsidiary shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of the BorrowerHoldings, such a Wholly Owned Subsidiary shall be the continuing or surviving entity;
(C) such acquisition (if by purchase of stock) shall be ; PROVIDED, HOWEVER, that with respect to any Subsequent Acquisition effected in such manner so that the acquired entity becomes business, and the related assets, are owned by a Wholly Owned Subsidiary Foreign Subsidiary, such acquired business, and the related assets, shall be located outside of the BorrowerUnited States of America;
(DC) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Borrower Holdings shall deliver to the Administrative Agent (which shall promptly forward a copy copies thereof to each Lender which requests oneLender)
(1i) as soon as possible and in any event no later than five Business Days ten days prior to the consummation of each such acquisition Subsequent Acquisition (or such earlier date as shall be five Business Days after the execution and delivery thereof), copies of the respective agreements or instruments pursuant to Credit Agreement ---------------- which such acquisition Subsequent Acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), any schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in connection therewith and (2ii) promptly following request therefor (but in any event within three Business Days following such request), copies of such other information or documents relating to each such acquisition as the Administrative Agent shall have requested;
(E) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Administrative Agent shall have received (and shall promptly forward a copy thereof to each Lender which requests one) a letter (in the case of each legal opinion delivered to the Borrower pursuant to such acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders;
(F) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Borrower shall have delivered to the Administrative Agent and the Lenders evidence satisfactory to the Administrative Agent and the Majority Lenders of receipt of all licenses, permits, approvals and consents, if any, required with respect to such acquisition (including, without limitation, environmental risk assessments) relating to such Subsequent Acquisition as the consents of Administrative Agent or the respective municipal franchising authorities to the acquisition of the respective CATV Systems being acquired Required Lenders shall have reasonably requested (if any)and which is available, or obtainable within such period by Holdings with reasonable efforts);
(G) the entire amount of the consideration payable by the Borrower and its Subsidiaries in connection with such acquisition (other than customary post-closing adjustments and indemnity obligations, and other than Indebtedness incurred in connection with such acquisition that is permitted under paragraphs (c) or (e) of Section 8.07 hereof) shall be payable on the date of such acquisition;
(H) neither the Borrower nor any of its Subsidiaries shall, in connection with such acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(e) hereof) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary and desirable to the continued operation of such CATV System);
(I) to the extent the assets purchased in such acquisition shall be subject to any Liens not permitted hereunder, such Liens shall have been released (or Credit Agreement ---------------- -80- arrangements for such release satisfactory to the Administrative Agent shall have been made);
(JD) to the extent applicable, the Borrower Holdings shall have complied with the provisions of Section 8.18 hereof9.6, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the shares certificates evidencing 100% (or, in the case of stock any new Foreign Subsidiary the Capital Stock of which is held by a Domestic Subsidiary, 65%) of the Capital Stock of any new Subsidiary formed or other ownership interestsacquired in connection with such Subsequent Acquisition, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.18 hereof9.6;
(KE) the aggregate Purchase Price for each such Subsequent Acquisition shall not exceed $175,000,000 (inclusive of the aggregate amount by which the Base Capital Expenditure Amount is increased pursuant to Section 10.6 by reason of such Subsequent Acquisition);
(F) to the extent requested by Holdings, Holdings and the Required Lenders shall have agreed to pro forma adjustments to be made in determining Consolidated EBITDA after giving effect to such acquisition the Borrower shall be in compliance with Section 8.10 hereof (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended prior to the date of such acquisition for which financial statements of the Borrower and its Subsidiaries are available, under the assumption that such acquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrower shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance;Subsequent Acquisition; and
(LG) immediately prior to such acquisition Subsequent Acquisition and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and
(M) the Borrower shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may request (which may include evidence that the Borrower shall have received an equity contribution from Mediacom or the proceeds of the issuance of Affiliate Subordinated Indebtedness pursuant to documentation and in amounts in form and substance satisfactory to the Majority Lenders and the Administrative Agent).
Appears in 1 contract
Samples: Credit Agreement (Six Flags Inc)
Subsequent Acquisitions. The Any Borrower or a Wholly Owned ----------------------- Subsidiary of the such Borrower may acquire any business or Property from, or capital stock of, or be a party to any acquisition of, any Person, so long as:
(A) the aggregate Purchase Price of any individual such acquisition shall not exceed $50,000,000500,000,000;
(B) such acquisition (if by purchase of assets, merger or consolidation) shall be effected in such manner so that the acquired business, and the related assets, are owned either by the a Borrower or a Wholly Owned Subsidiary of the a Borrower and, if effected by merger or consolidation involving the a Borrower, the such Borrower shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of the a Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving entity;
(C) such acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of the a Borrower;
(D) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,00050,000,000, the Borrower Borrowers shall deliver to the Administrative Agent (which shall promptly notify the Lenders of such acquisition and forward a copy to each Lender which requests one)
(1) no later than five Business Days prior to the consummation of each such acquisition (or such earlier date as shall be five Business Days after the execution and delivery thereof), copies of the respective agreements or instruments pursuant to Credit Agreement ---------------- which such acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), any schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in connection therewith and (2) promptly following request therefor (but in any event within three Business Days following such request), copies of such other information or documents relating to each such acquisition as the Administrative Agent shall have requested;
(E) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,00050,000,000, the Administrative Agent shall have received (and shall promptly forward a copy thereof to each Lender which requests one) a letter (in the case of each legal opinion delivered to the Borrower Borrowers pursuant to such acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders;
(F) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,00050,000,000, the Borrower Borrowers shall have delivered to the Administrative Agent and (which shall promptly provide a copy thereof to the Lenders Lenders) evidence satisfactory to the Administrative Agent and the Majority Lenders of receipt of all licenses, permits, approvals and consents, if any, required with respect to such acquisition (including, without limitation, the consents of the respective municipal franchising authorities to the acquisition of the respective CATV Systems being acquired (if any));
(G) the entire amount of the consideration payable by the Borrower Borrowers and its their Subsidiaries in connection with such acquisition (other than customary post-closing adjustments and indemnity obligations, and other than Indebtedness incurred in connection with such acquisition that is permitted under paragraphs (c) or (ef) of Section 8.07 hereof) shall be payable on the date of such acquisition;
(H) neither none of the Borrower Borrowers nor any of its Subsidiaries shall, in connection with such acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(e8.07(f) hereof) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary and or desirable to the continued operation of such CATV System);
(I) to the extent the assets purchased in such acquisition shall be subject to any Liens not permitted hereunder, such Liens shall have been released (or Credit Agreement ---------------- -80- arrangements for such release satisfactory to the Administrative Agent shall have been made);
(J) to the extent applicable, the Borrower Borrowers shall have complied with the provisions of Section 8.18 hereof, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the certificates representing the shares of stock or other ownership interests, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.18 hereof;
(K) after giving effect to such acquisition the Borrower Borrowers shall be in compliance with Section 8.10 hereof (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended prior to the date of such acquisition for which financial statements of the Borrower Borrowers and its their Subsidiaries are available, under the assumption that such acquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrower Borrowers shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance;
(L) immediately prior to such acquisition and after giving effect thereto, no Default shall have occurred and be continuing; and
(M) the Borrower Borrowers shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may request (which may include evidence that the Borrower shall have received an equity contribution from Mediacom or the proceeds of the issuance of Affiliate Subordinated Indebtedness pursuant to documentation and in amounts in form and substance satisfactory to the Majority Lenders and the Administrative Agent)reasonably request.
Appears in 1 contract
Subsequent Acquisitions. The Borrower Holdings, the Primary Borrower, any Subsidiary Guarantor or a Wholly Owned ----------------------- any Foreign Subsidiary of the Borrower may acquire any business amusement or Property fromattraction park, and the related assets (and the assets of any related, ancillary or capital stock ofcomplementary business), of any other Person (whether by way of purchase of assets or be stock, by merger or consolidation or otherwise) after the date hereof (each, a party "SUBSEQUENT ACQUISITION") with existing cash, cash flow generated by operations, the Unused Equity Proceeds Amount and/or the proceeds of Loans hereunder to any acquisition of, any Person, the extent permitted under this Agreement so long as:
(i) Holdings shall be in compliance with Section 10.1 at the time of and after giving pro forma effect to any such Subsequent Acquisition, as if such Subsequent Acquisition had occurred on the first day of the relevant calculation period provided for in Section 10.1, PROVIDED, HOWEVER, that (x) any capital expenditures made prior to such Subsequent Acquisition by the Person that is the subject thereof shall not constitute Capital Expenditures hereunder and (y) any Indebtedness incurred or repaid in connection with such Subsequent Acquisition shall be deemed to have be incurred or repaid, as the case may be, on such first day, and (ii) Holdings shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of any such Subsequent Acquisition, a certificate of a Responsible Officer of Holdings setting forth (A) computations in reasonable detail demonstrating satisfaction of the aggregate Purchase Price foregoing conditions as at the date of any individual such acquisition shall not exceed $50,000,000certificate and (B) the respective amounts of cash, cash flow generated by operations, the Unused Equity Proceeds Amount and the proceeds of Loans hereunder being used to effect such Subsequent Acquisition;
(B) such acquisition Subsequent Acquisition (if by purchase of assets, merger or consolidation) shall be effected in such manner so that the acquired business, and the related assets, are owned either by Holdings, the Borrower Primary Borrower, a Subsidiary Guarantor or a Wholly Owned Foreign Subsidiary of the Borrower and, if effected by merger or consolidation involving Holdings, the Primary Borrower, a Subsidiary Guarantor or a Foreign Subsidiary, then Holdings, the Borrower Primary Borrower, such Subsidiary Guarantor or such Foreign Subsidiary shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of the BorrowerHoldings, such a Wholly Owned Subsidiary shall be the continuing or surviving entity;
(C) such acquisition (if by purchase of stock) shall be ; PROVIDED, HOWEVER, that with respect to any Subsequent Acquisition effected in such manner so that the acquired entity becomes business, and the related assets, are owned by a Wholly Owned Subsidiary Foreign Subsidiary, such acquired business, and the related assets, shall be located outside of the BorrowerUnited States of America;
(DC) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Borrower Holdings shall deliver to the Administrative Agent (which shall promptly forward a copy copies thereof to each Lender which requests oneLender)
(1i) as soon as possible and in any event no later than five Business Days ten days prior to the consummation of each such acquisition Subsequent Acquisition (or such earlier date as shall be five Business Days after the execution and delivery thereof), copies of the respective agreements or instruments pursuant to Credit Agreement ---------------- which such acquisition Subsequent Acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), any schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in connection therewith and (2ii) promptly following request therefor (but in any event within three Business Days following such request), copies of such other information or documents relating to each such acquisition as the Administrative Agent shall have requested;
(E) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Administrative Agent shall have received (and shall promptly forward a copy thereof to each Lender which requests one) a letter (in the case of each legal opinion delivered to the Borrower pursuant to such acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders;
(F) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Borrower shall have delivered to the Administrative Agent and the Lenders evidence satisfactory to the Administrative Agent and the Majority Lenders of receipt of all licenses, permits, approvals and consents, if any, required with respect to such acquisition (including, without limitation, environmental risk assessments) relating to such Subsequent Acquisition as the consents of Administrative Agent or the respective municipal franchising authorities to the acquisition of the respective CATV Systems being acquired Required Lenders shall have reasonably requested (if any)and which is available, or obtainable within such period by Holdings with reasonable efforts);
(G) the entire amount of the consideration payable by the Borrower and its Subsidiaries in connection with such acquisition (other than customary post-closing adjustments and indemnity obligations, and other than Indebtedness incurred in connection with such acquisition that is permitted under paragraphs (c) or (e) of Section 8.07 hereof) shall be payable on the date of such acquisition;
(H) neither the Borrower nor any of its Subsidiaries shall, in connection with such acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(e) hereof) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary and desirable to the continued operation of such CATV System);
(I) to the extent the assets purchased in such acquisition shall be subject to any Liens not permitted hereunder, such Liens shall have been released (or Credit Agreement ---------------- -80- arrangements for such release satisfactory to the Administrative Agent shall have been made);
(JD) to the extent applicable, the Borrower Holdings shall have complied with the provisions of Section 8.18 hereof9.6, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the shares certificates evidencing 100% (or, in the case of stock any new Foreign Subsidiary the Capital Stock of which is held by a Domestic Subsidiary, 65%) of the Capital Stock of any new Subsidiary formed or other ownership interestsacquired in connection with such Subsequent Acquisition, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.18 hereof9.6;
(KE) the aggregate Purchase Price for each such Subsequent Acquisition shall not exceed $175,000,000 (inclusive of the aggregate amount by which the Base Capital Expenditure Amount is increased pursuant to Section 10.7 by reason of such Subsequent Acquisition);
(F) to the extent requested by Holdings, Holdings and the Required Lenders shall have agreed to pro forma adjustments to be made in determining Consolidated EBITDA after giving effect to such acquisition the Borrower shall be in compliance with Section 8.10 hereof (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended prior to the date of such acquisition for which financial statements of the Borrower and its Subsidiaries are available, under the assumption that such acquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrower shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance;Subsequent Acquisition; and
(LG) immediately prior to such acquisition Subsequent Acquisition and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and
(M) the Borrower shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may request (which may include evidence that the Borrower shall have received an equity contribution from Mediacom or the proceeds of the issuance of Affiliate Subordinated Indebtedness pursuant to documentation and in amounts in form and substance satisfactory to the Majority Lenders and the Administrative Agent).
Appears in 1 contract
Samples: Credit Agreement (Premier Parks Inc)
Subsequent Acquisitions. The Borrower or a any Wholly Owned ----------------------- Subsidiary of the Borrower which is a Domestic Subsidiary may acquire any business amusement or Property fromattraction park, and the related assets, of any other Person (whether by way of purchase of assets or capital stock ofstock, by merger or be consolidation or otherwise) after the date hereof (each, a party "Subsequent ---------- Acquisition") with the proceeds of Subordinated Indebtedness, issuances ----------- of equity and/or the proceeds of Loans hereunder to any acquisition of, any Person, the extent permitted under this Agreement so long as:
(A) (i) the aggregate Purchase Price amount of any individual such acquisition shall proceeds of Subordinated Indebtedness used to fund Subsequent Acquisitions would not exceed $50,000,000100,000,000, (ii) the Borrower shall be in compliance with Section 9.10 at the time of and after giving pro forma effect to any such Subsequent Acquisition, and (iii) the Borrower shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of any such Subsequent Acquisition, a certificate of a Responsible Officer of the Borrower setting forth computations in reasonable detail demonstrating satisfaction of the foregoing conditions as at the date of such certificate;
(B) such acquisition Subsequent Acquisition (if by purchase of assets, merger or consolidation) shall be effected in such manner so that the acquired business, and the related assets, are owned either by the Borrower or a Wholly Owned Subsidiary of the Borrower and, if effected by merger or consolidation involving the Borrower, the Borrower shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of the Borrower, such a Wholly Owned Subsidiary shall be the continuing or surviving entity;
(C) such acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of the Borrower;
(D) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Borrower shall deliver to the Administrative Agent (which shall promptly forward a copy copies thereof to each Lender which requests one)
(1i) as soon as possible and in any event no later than five Business Days ten days prior to the consummation of each such acquisition Subsequent Acquisition (or such earlier date as shall be five Business Days after the execution and delivery thereof), copies of the respective agreements or instruments pursuant to Credit Agreement ---------------- which such acquisition Subsequent Acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), any schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in connection therewith and (2ii) promptly following request therefor (but in any event within three Business Days following such request), copies of such other information or documents relating to each such acquisition as the Administrative Agent shall have requested;
(E) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Administrative Agent shall have received (and shall promptly forward a copy thereof to each Lender which requests one) a letter (in the case of each legal opinion delivered to the Borrower pursuant to such acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders;
(F) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Borrower shall have delivered to the Administrative Agent and the Lenders evidence satisfactory to the Administrative Agent and the Majority Lenders of receipt of all licenses, permits, approvals and consents, if any, required with respect to such acquisition (including, without limitation, environmental risk assessments) relating to such Subsequent Acquisition as the consents of Administrative Agent or the respective municipal franchising authorities to Majority Lenders shall have reasonably requested (and which is available, or obtainable within such period by the acquisition of the respective CATV Systems being acquired (if any)Borrower with reasonable efforts);
(G) the entire amount of the consideration payable by the Borrower and its Subsidiaries in connection with such acquisition (other than customary post-closing adjustments and indemnity obligations, and other than Indebtedness incurred in connection with such acquisition that is permitted under paragraphs (c) or (e) of Section 8.07 hereof) shall be payable on the date of such acquisition;
(H) neither the Borrower nor any of its Subsidiaries shall, in connection with such acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(e) hereof) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary and desirable to the continued operation of such CATV System);
(I) to the extent the assets purchased in such acquisition shall be subject to any Liens not permitted hereunder, such Liens shall have been released (or Credit Agreement ---------------- -80- arrangements for such release satisfactory to the Administrative Agent shall have been made);
(JD) to the extent applicable, the Borrower shall have complied with the provisions of Section 8.18 hereof9.15, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the shares certificates evidencing the capital stock of stock any new Domestic Subsidiary formed or other ownership interestsacquired in connection with such Subsequent Acquisition, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.18 hereof9.15;
(KE) to the extent requested by the Borrower, the Borrower and the Majority Lenders shall have agreed to a supplement to Schedule VIII setting forth pro forma adjustments to be made in determining EBITDA after giving effect to such acquisition the Borrower shall be in compliance with Section 8.10 hereof (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended prior to the date of such acquisition for which financial statements of the Borrower and its Subsidiaries are available, under the assumption that such acquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrower shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance;Subsequent Acquisition; and
(LF) immediately prior to such acquisition Subsequent Acquisition and after giving effect thereto, no Default shall have occurred and be continuing; and
(M) the Borrower shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may request (which may include evidence that the Borrower shall have received an equity contribution from Mediacom or the proceeds of the issuance of Affiliate Subordinated Indebtedness pursuant to documentation and in amounts in form and substance satisfactory to the Majority Lenders and the Administrative Agent).
Appears in 1 contract
Samples: Credit Agreement (Premier Parks Inc)
Subsequent Acquisitions. The Borrower Holdings, the Primary Borrower, any Subsidiary Guarantor or a Wholly Owned ----------------------- any Foreign Subsidiary of the Borrower may acquire any business amusement or Property fromattraction park, and the related assets (and the assets of any related, ancillary or capital stock ofcomplementary business), of any other Person (whether by way of purchase of assets or be stock, by merger or consolidation or otherwise) after the date hereof (each, a party “Subsequent Acquisition”) with existing cash, cash flow generated by operations, the Unused Equity Proceeds Amount, Subordinated Parent Advances and/or the proceeds of Loans hereunder to any acquisition of, any Person, the extent permitted under this Agreement so long as:
(A) (i) if any Revolving Facilities Extensions of Credit are outstanding at any time during the aggregate Purchase Price most recently ended period of four consecutive fiscal quarters Holdings for which financial statements have been delivered pursuant to Section 8.1(b) or (e), the Loan Parties shall be in pro forma compliance with Section 9.1 after giving effect to such Subsequent Acquisition (as if such Subsequent Acquisition had been consummated on the first day of such period) and (ii) the Consolidated Leverage Ratio, calculated as at the last day of such period after giving pro forma effect to such Subsequent Acquisition (as if such Subsequent Acquisition had been consummated on the first day of such period), shall be less than 6.5 to 1.0, provided, however, that (x) any Indebtedness incurred or repaid in connection with such Subsequent Acquisition shall be deemed to have be incurred or repaid, as the case may be, on such first day, and (y) Holdings shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of any individual such acquisition shall not exceed $50,000,000Subsequent Acquisition, a certificate of a Responsible Officer of Holdings setting forth (A) computations in reasonable detail demonstrating satisfaction of the foregoing conditions as at the date of such certificate and (B) the respective amounts of cash, cash flow generated by operations, the Unused Equity Proceeds Amount and the proceeds of Loans hereunder being used to effect such Subsequent Acquisition;
(B) such acquisition Subsequent Acquisition (if by purchase of assets, merger or consolidation) shall be effected in such manner so that the acquired business, and the related assets, are owned either by Holdings, the Borrower Primary Borrower, a Subsidiary Guarantor or a Wholly Owned Foreign Subsidiary of the Borrower and, if effected by merger or consolidation involving Holdings, the Primary Borrower, a Subsidiary Guarantor or a Foreign Subsidiary, then Holdings, the Borrower Primary Borrower, such Subsidiary Guarantor or such Foreign Subsidiary shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of the BorrowerHoldings, such a Wholly Owned Subsidiary shall be the continuing or surviving entity;
(C) such acquisition (if by purchase of stock) shall be ; provided, however, that with respect to any Subsequent Acquisition effected in such manner so that the acquired entity becomes business, and the related assets, are owned by a Wholly Owned Subsidiary Foreign Subsidiary, such acquired business, and the related assets, shall be located outside of the BorrowerUnited States of America;
(DC) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Borrower Holdings shall deliver to the Administrative Agent (which shall promptly forward a copy copies thereof to each Lender which requests oneLender)
(1i) as soon as possible and in any event no later than five Business Days ten days prior to the consummation of each such acquisition Subsequent Acquisition (or such earlier date as shall be five Business Days after the execution and delivery thereof), copies of the respective agreements or instruments pursuant to Credit Agreement ---------------- which such acquisition Subsequent Acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), any schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in connection therewith and (2ii) promptly following request therefor (but in any event within three Business Days following such request), copies of such other information or documents relating to each such acquisition as the Administrative Agent shall have requested;
(E) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Administrative Agent shall have received (and shall promptly forward a copy thereof to each Lender which requests one) a letter (in the case of each legal opinion delivered to the Borrower pursuant to such acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders;
(F) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Borrower shall have delivered to the Administrative Agent and the Lenders evidence satisfactory to the Administrative Agent and the Majority Lenders of receipt of all licenses, permits, approvals and consents, if any, required with respect to such acquisition (including, without limitation, environmental risk assessments) relating to such Subsequent Acquisition as the consents of Administrative Agent or the respective municipal franchising authorities to the acquisition of the respective CATV Systems being acquired Required Lenders shall have reasonably requested (if any)and which is available, or obtainable within such period by Holdings with reasonable efforts);
(G) the entire amount of the consideration payable by the Borrower and its Subsidiaries in connection with such acquisition (other than customary post-closing adjustments and indemnity obligations, and other than Indebtedness incurred in connection with such acquisition that is permitted under paragraphs (c) or (e) of Section 8.07 hereof) shall be payable on the date of such acquisition;
(H) neither the Borrower nor any of its Subsidiaries shall, in connection with such acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(e) hereof) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary and desirable to the continued operation of such CATV System);
(I) to the extent the assets purchased in such acquisition shall be subject to any Liens not permitted hereunder, such Liens shall have been released (or Credit Agreement ---------------- -80- arrangements for such release satisfactory to the Administrative Agent shall have been made);
(JD) to the extent applicable, the Borrower Holdings shall have complied with the provisions of Section 8.18 hereof8.6, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the shares certificates evidencing 100% (or, in the case of stock any new Foreign Subsidiary the Capital Stock of which is held by a Domestic Subsidiary, 65%) of the Capital Stock of any new Subsidiary formed or other ownership interestsacquired in connection with such Subsequent Acquisition, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.18 hereof8.6;
(KE) after giving effect the aggregate Purchase Price for each such Subsequent Acquisition shall not exceed the sum of the Additional Available Amounts plus $175,000,000 (inclusive of the aggregate amount by which the Base Capital Expenditure Amount is increased pursuant to such acquisition the Borrower shall be in compliance with Section 8.10 hereof (the determination 9.6 by reason of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended prior to the date of such acquisition for which financial statements of the Borrower and its Subsidiaries are available, under the assumption that such acquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisitionSubsequent Acquisition), and the Borrower shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance;; and
(LF) immediately prior to such acquisition Subsequent Acquisition and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and
(M) the Borrower shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may request (which may include evidence that the Borrower shall have received an equity contribution from Mediacom or the proceeds of the issuance of Affiliate Subordinated Indebtedness pursuant to documentation and in amounts in form and substance satisfactory to the Majority Lenders and the Administrative Agent).
Appears in 1 contract
Samples: Credit Agreement (Six Flags, Inc.)
Subsequent Acquisitions. (a) The Borrower or a Wholly Owned ----------------------- Subsidiary Parties agree that, upon the satisfaction of the Borrower may acquire any business or Property fromfollowing conditions, or capital stock ofthe Buyer shall have the right to request the Selling Shareholders to sell, or be a party transfer and assign to any acquisition ofthe Buyer, any Personand the Buyer shall purchase from the Selling Shareholders, so long ascertain equity interest in the Company in accordance with the terms and conditions of this Agreement, the number and class of shares of the Company set forth in the column titled “Subsequent Acquired Shares” on Exhibit A hereto (the “Subsequent Acquired Shares”), free and clear of all liens:
(Ai) After the aggregate Purchase Price of any individual such acquisition shall not exceed $50,000,000;Closing Date, Buyer has successfully issued the shares and raised sufficient funds.
(Bii) such The Buyer has received in full the proceeds described in Article 6.18(a)(i).
(b) Subsequent acquisition price
(if i) The aggregate consideration for the transfer by purchase the Selling Shareholders of assets, merger or consolidation) the subsequent acquisition shares to the Buyer in the Subsequent Acquisitions shall be effected RMB 118,800,000 (the “subsequent acquisition price”).
(ii) Subsequent acquisition price shall be paid in such manner so cash. The amount of the subsequent acquisition price corresponding to each Selling Shareholder is set forth in the column “Subsequent acquisition price” in Exhibit A Form V hereto.
(iii) The Selling Shareholders acknowledge and undertake that the acquired business, subsequent acquisition price to which each Indirect Shareholder is entitled shall be negotiated and the related assets, are owned either determined by the Borrower or a Wholly Owned Subsidiary of Indirect Shareholders; in no event shall any Indirect Shareholder request the Borrower and, if effected by merger or consolidation involving buyer to pay any subsequent acquisition price directly to each Indirect Shareholder. If any Indirect Shareholder requests the Borrowerbuyer to directly pay any Subsequent acquisition price to such shareholder and causes losses and expenses to the Buyer, the Borrower Selling Shareholders shall fully indemnify the buyer and be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of the Borrower, jointly and severally liable for such Wholly Owned Subsidiary shall be the continuing or surviving entity;indemnification.
(Civ) such The Selling Shareholder receiving the subsequent acquisition (if by purchase of stock) price shall be effected provide Buyer with receiving account information in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of the Borrower;
(D) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Borrower shall deliver to the Administrative Agent (which shall promptly forward a copy to each Lender which requests one)
(1) writing no later than five Business Days prior to the consummation of each such acquisition (or such earlier date as shall be five Business Days after the execution and delivery thereof), copies of the respective agreements or instruments pursuant to Credit Agreement ---------------- which such acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), any schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in connection therewith and (25) promptly following request therefor (but in any event within three Business Days following such request), copies of such other information or documents relating to each such acquisition as the Administrative Agent shall have requested;
(E) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Administrative Agent shall have received (and shall promptly forward a copy thereof to each Lender which requests one) a letter (in the case of each legal opinion delivered to the Borrower pursuant to such acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders;
(F) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Borrower shall have delivered to the Administrative Agent and the Lenders evidence satisfactory to the Administrative Agent and the Majority Lenders of receipt of all licenses, permits, approvals and consents, if any, required with respect to such acquisition (including, without limitation, the consents of the respective municipal franchising authorities to the acquisition of the respective CATV Systems being acquired (if any));
(G) the entire amount of the consideration payable by the Borrower and its Subsidiaries in connection with such acquisition (other than customary post-closing adjustments and indemnity obligations, and other than Indebtedness incurred in connection with such acquisition that is permitted under paragraphs (c) or (e) of Section 8.07 hereof) shall be payable on the date of such acquisition;
(H) neither the Borrower nor any of its Subsidiaries shall, in connection with such acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(e) hereof) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary and desirable to the continued operation of such CATV System);
(I) to the extent the assets purchased in such acquisition shall be subject to any Liens not permitted hereunder, such Liens shall have been released (or Credit Agreement ---------------- -80- arrangements for such release satisfactory to the Administrative Agent shall have been made);
(J) to the extent applicable, the Borrower shall have complied with the provisions of Section 8.18 hereof, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the shares of stock or other ownership interests, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.18 hereof;
(K) after giving effect to such acquisition the Borrower shall be in compliance with Section 8.10 hereof (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended days prior to the date of such acquisition for which financial statements completion of the Borrower and its Subsidiaries are available, under subsequent acquisition (the assumption that such acquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrower shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance;
(L) immediately prior to such acquisition and after giving effect thereto, no Default shall have occurred and be continuing; and
(M) the Borrower shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may request (which may include evidence that the Borrower shall have received an equity contribution from Mediacom or the proceeds of the issuance of Affiliate Subordinated Indebtedness pursuant to documentation and in amounts in form and substance satisfactory to the Majority Lenders and the Administrative Agent“Selling Shareholder account”).
Appears in 1 contract
Samples: Share Purchase Agreement (Roan Holdings Group Co., Ltd.)
Subsequent Acquisitions. The Borrower or a any Wholly Owned ----------------------- Subsidiary of the Borrower may acquire any business amusement or Property fromattraction park, and the related assets, of any other Person (whether by way of purchase of assets or capital stock ofstock, by merger or be consolidation or otherwise) after the date hereof (each, a party to any acquisition of, any Person"Subsequent Acquisition"), so long as:
(A) after giving effect to the aggregate Purchase Price consummation of any individual such acquisition shall not exceed Acquisition, there would be at least $50,000,00030,000,000 of unutilized Commitments;
(B) (x) the Administrative Agent, with the consent of the Majority Lenders, shall have been given its consent to any such acquisition Acquisition the purchase price of which would exceed $75,000,000, (y) after giving effect to such Acquisition, the pro forma Leverage Ratio would not be greater than the lesser of (i) 5.00:1 or (ii) the Leverage Ratio required to be maintained under Section 9.10(a) at the time of the consummation of such Acquisition, and (z) the Borrower shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of such Acquisition, a certificate of a senior financial officer of the Borrower setting forth computations in reasonable detail demonstrating satisfaction of the foregoing conditions as at the date of such certificate;
(C) such Acquisition (if by purchase of assets, merger or consolidation) shall be effected in such manner so that the acquired business, and the related assets, are owned either by the Borrower or a Wholly Owned Subsidiary of the Borrower and, if effected by merger or consolidation involving the Borrower, the Borrower shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned owned Subsidiary of the Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving entity;
(CD) such acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of the Borrower[Intentionally Omitted];
(DE) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Borrower shall deliver to the Administrative Agent (which shall promptly forward a copy copies thereof to each Lender which requests one)
(1) as soon as possible and in any event no later than five Business Days ten days prior to the consummation of each such acquisition Acquisition (or such earlier date as shall be five Business Days after the execution and delivery thereof), copies of the respective agreements or instruments pursuant to Credit Agreement ---------------- which such acquisition Acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), any schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in connection therewith and therewith, (2) promptly following request therefor (but in any event within three Business Days following such request), copies of such other information or documents relating to each such acquisition as the Administrative Agent shall have requested;
(E) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Administrative Agent shall have received (and shall promptly forward a copy thereof to each Lender which requests one) a letter (in the case of each legal opinion delivered to the Borrower pursuant to such acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders;
(F) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,000, the Borrower shall have delivered to the Administrative Agent and the Lenders evidence satisfactory to the Administrative Agent and the Majority Lenders of receipt of all licenses, permits, approvals and consents, if any, required with respect to such acquisition (including, without limitation, environmental risk assessments) relating to such Acquisition as the consents Administrative Agent or the Majority Lenders shall have reasonably requested (and which is available, or obtainable within such period by the Borrower with reasonable efforts) and (3) if the purchase price consideration for such Acquisition exceeds $10,000,000, a certificate of a senior financial officer of the respective municipal franchising authorities to Borrower demonstrating pro forma compliance with the acquisition provisions of Section 9.10 through the respective CATV Systems being acquired (if any))Commitment Termination Date;
(G) the entire amount of the consideration payable by the Borrower and its Subsidiaries in connection with such acquisition (other than customary post-closing adjustments and indemnity obligations, and other than Indebtedness incurred in connection with such acquisition that is permitted under paragraphs (c) or (e) of Section 8.07 hereof) shall be payable on the date of such acquisition;
(H) neither the Borrower nor any of its Subsidiaries shall, in connection with such acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(e) hereof) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary and desirable to the continued operation of such CATV System);
(I) to the extent the assets purchased in such acquisition shall be subject to any Liens not permitted hereunder, such Liens shall have been released (or Credit Agreement ---------------- -80- arrangements for such release satisfactory to the Administrative Agent shall have been made);
(JF) to the extent applicable, the Borrower shall have complied with the provisions of Section 8.18 hereof9.15, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the shares certificates evidencing the capital stock of stock any new Subsidiary formed or other ownership interestsacquired in connection with such Acquisition, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.18 hereof9.15;
(KG) to the extent requested by the Borrower, the Borrower and the Majority Lenders shall have agreed to a supplement to Schedule VII setting forth pro forma adjustments to be made in determining EBITDA after giving effect to such acquisition the Borrower shall be in compliance with Section 8.10 hereof (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended prior to the date of such acquisition for which financial statements of the Borrower and its Subsidiaries are available, under the assumption that such acquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrower shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance;Acquisition; and
(LH) immediately prior to such acquisition Acquisition and after giving effect thereto, no Default shall have occurred and be continuing; and
(M) the Borrower shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may request (which may include evidence that the Borrower shall have received an equity contribution from Mediacom or the proceeds of the issuance of Affiliate Subordinated Indebtedness pursuant to documentation and in amounts in form and substance satisfactory to the Majority Lenders and the Administrative Agent).
Appears in 1 contract
Samples: Credit Agreement (Premier Parks Inc)
Subsequent Acquisitions. The Any Borrower or a Wholly Owned ----------------------- Subsidiary of the such Borrower may acquire any business or Property from, or capital stock of, or be a party to any acquisition of, any Person, so long as:: Credit Agreement ----------------
(A) the aggregate Purchase Price of any individual such acquisition shall not exceed (i) $50,000,000200,000,000 prior to the Iowa Acquisition Consummation Date and (ii) $400,000,000 thereafter;
(B) such acquisition (if by purchase of assets, merger or consolidation) shall be effected in such manner so that the acquired business, and the related assets, are owned either by the a Borrower or a Wholly Owned Subsidiary of the a Borrower and, if effected by merger or consolidation involving the a Borrower, the such Borrower shall be the continuing or surviving entity and, if effected by merger or consolidation involving a Wholly Owned Subsidiary of the a Borrower, such Wholly Owned Subsidiary shall be the continuing or surviving entity;
(C) such acquisition (if by purchase of stock) shall be effected in such manner so that the acquired entity becomes a Wholly Owned Subsidiary of the a Borrower;
(D) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,00050,000,000, the Borrower Borrowers shall deliver to the Administrative Agent (which shall promptly notify the Lenders of such acquisition and forward a copy to each Lender which requests one)
(1) no later than five Business Days prior to the consummation of each such acquisition (or such earlier date as shall be five Business Days after the execution and delivery thereof), copies of the respective agreements or instruments pursuant to Credit Agreement ---------------- which such acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), any schedules to such agreements or instruments and all other material ancillary documents to be executed or delivered in connection therewith and (2) promptly following request therefor (but in any event within three Business Days following such request), copies of such other information or documents relating to each such acquisition as the Administrative Agent shall have requested;
(E) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,00050,000,000, the Administrative Agent shall have received (and shall promptly forward a copy thereof to each Lender which requests one) a letter (in the case of each legal opinion delivered to the Borrower Borrowers pursuant to such acquisition) from each Person delivering such opinion (which shall in any event include an opinion of special FCC counsel) authorizing reliance thereon by the Administrative Agent and the Lenders;
(F) with respect to any acquisition involving an aggregate Purchase Price in excess of $10,000,00050,000,000, the Borrower Borrowers shall have delivered to the Administrative Agent and the Lenders evidence satisfactory to the Administrative Agent and the Majority Lenders of receipt of all licenses, permits, approvals and consents, if any, required with respect to such acquisition (including, without limitation, the consents of the respective municipal franchising authorities to the acquisition of the respective CATV Systems being acquired (if any));
(G) the entire amount of the consideration payable by the Borrower and its Subsidiaries in connection with such acquisition (other than customary post-closing adjustments and indemnity obligations, and other than Indebtedness incurred in connection with such acquisition that is permitted under paragraphs (c) or (e) of Section 8.07 hereof) shall be payable on the date of such acquisition;
(H) neither the Borrower nor any of its Subsidiaries shall, in connection with such acquisition, assume or remain liable in respect of (x) any Indebtedness of the seller or sellers (except for Indebtedness permitted under Section 8.07(e) hereof) or (y) other obligations of the seller or sellers (except for obligations incurred in the ordinary course of business in operating the CATV System so acquired and necessary and desirable to the continued operation of such CATV System);
(I) to the extent the assets purchased in such acquisition shall be subject to any Liens not permitted hereunder, such Liens shall have been released (or Credit Agreement ---------------- -80- arrangements for such release satisfactory to the Administrative Agent shall have been made);
(J) to the extent applicable, the Borrower shall have complied with the provisions of Section 8.18 hereof, including, without limitation, to the extent not theretofore delivered, delivery to the Administrative Agent of (x) the shares of stock or other ownership interests, accompanied by undated stock powers or other powers executed in blank, and (y) the agreements, instruments, opinions of counsel and other documents required under Section 8.18 hereof;
(K) after giving effect to such acquisition the Borrower shall be in compliance with Section 8.10 hereof (the determination of such compliance to be calculated on a pro forma basis, as at the end of and for the fiscal quarter most recently ended prior to the date of such acquisition for which financial statements of the Borrower and its Subsidiaries are available, under the assumption that such acquisition shall have occurred, and any Indebtedness in connection therewith shall have been incurred, at the beginning of the applicable period, and under the assumption that interest for such period had been equal to the actual weighted average interest rate in effect for the Loans hereunder on the date of such acquisition), and the Borrower shall have delivered to the Administrative Agent a certificate of a Senior Officer showing such calculations in reasonable detail to demonstrate such compliance;
(L) immediately prior to such acquisition and after giving effect thereto, no Default shall have occurred and be continuing; and
(M) the Borrower shall deliver such other documents and shall have taken such other action as the Majority Lenders or the Administrative Agent may request (which may include evidence that the Borrower shall have received an equity contribution from Mediacom or the proceeds of the issuance of Affiliate Subordinated Indebtedness pursuant to documentation and in amounts in form and substance satisfactory to the Majority Lenders and the Administrative Agent).----------------
Appears in 1 contract
