Subsidiaries; Acquisitions. The Borrower will not, without the prior written consent of the Bank, form or acquire any Subsidiary or make any other acquisition of the stock of any other Person or of all or substantially all of the assets of any other Person. The Borrower will not become a partner in any partnership.
Subsidiaries; Acquisitions. The Borrower will not, without the prior written consent of the Bank, make any acquisition of all or substantially all of the stock of any other Person or of all or substantially all of the assets of any other Person. The Borrower will not become a partner in any partnership. The Borrower will promptly inform the Bank if it forms any Subsidiaries.
Subsidiaries; Acquisitions. (a) The Company's subsidiaries and investments in any other corporation or business organization are listed in SCHEDULE 2.4(a) (collectively, but excluding Prism Partners and Prism Merchandising Group, the "Subsidiaries" or individually, a "Subsidiary"). Except as set forth in SCHEDULE 2.4(a), each Subsidiary of the Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation with full corporate, or partnership, as the case may be, power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be conducted. Except as disclosed in SCHEDULE 2.4(a), all of the outstanding shares of capital stock or other equity interests of each Subsidiary are owned beneficially and of record by the Company free of any Lien and said shares or other equity interests have been duly and validly issued and are outstanding, fully paid and non-assessable. The copies of the articles of incorporation (or comparable document) as amended to date, of each Subsidiary certified by the Secretary of State of the jurisdiction in which each Subsidiary is organized and of each Subsidiary's by-laws, as amended to date, certified by the Company's Secretary, and heretofore delivered to Buyer's counsel, are complete and correct, and no amendments thereto are pending. None of the Subsidiaries is in violation of any term of its articles of incorporation (or comparable document) or by-laws (or comparable document). Each Subsidiary is duly qualified to do business as a foreign corporation , or partnership, as the case may be, where the nature of the conduct of its business makes its qualification so necessary, except where the failure to be so qualified could not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in SCHEDULE 2.4(a), there are no outstanding, subscriptions, calls, warrants, options, rights, commitments, preemptive rights or arrangements or agreements to purchase or acquire any of the shares of capital stock of any Subsidiary, or any outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities.
Subsidiaries; Acquisitions. The Company will not form any Subsidiary, acquire any Subsidiary or make any other acquisition of the stock or interests of any Person or of all or substantially all of the assets of any other Person.
Subsidiaries; Acquisitions. After the Closing Date, the -------------------------- Borrowers will not, and will not permit Holdings or any Subsidiary of Omega to: (a) form or acquire any corporation or other entity which would thereby become a Subsidiary of Holdings or Omega; (b) sell, transfer or otherwise convey any interest in a Subsidiary (except for transfers to the Borrower or a wholly-owned Subsidiary thereof); or (c) acquire all or a material portion of the assets of another Person; provided, however that any Borrower or any Subsidiary thereof: -----------------
Subsidiaries; Acquisitions. (a) The Parent Guarantor shall not create, acquire or capitalize any Subsidiary after the Sixth Amendment Effective Date unless (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (y) after such creation, acquisition or capitalization, all of the representations and warranties contained herein shall be true and correct (unless such representation and warranty is made as of a specific date, in which case, such representation or warranty shall be true and correct as of such date); and (z) after such creation, acquisition or capitalization the Parent Guarantor and such Subsidiary shall be in compliance with the terms of Sections 9.8, 9.15, 10.18 and 10.19.
Subsidiaries; Acquisitions. (a) Except as set forth on SCHEDULE 4.4(a), Ferex does not have any subsidiaries or investments in any other corporation or business organization. Ferex owns all of the issued and outstanding capital stock of each of its subsidiaries (each, a "Ferex Subsidiary" or collectively, "Ferex Subsidiaries") and there are no outstanding options, warrants, rights, commitments, preemptive rights, subscriptions or agreements of any kind for the issuance or sale of, or outstanding securities convertible into, exchangeable for or carrying the right to acquire any additional shares of capital stock of any class of any Ferex Subsidiary. Each Ferex Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and is duly qualified or registered to do business as a foreign corporation in each jurisdiction in which it is required to be so qualified or registered except where failure to be so qualified would not have a Material Adverse Effect on Ferex or such Ferex Subsidiary. The copies of the Articles of Incorporation and by-laws of each Ferex Subsidiary, as amended to date, which have been furnished to counsel for Recycling by Ferex, are correct and complete as of the date hereof. None of the Ferex Subsidiaries is in violation of any term of its Articles of Incorporation or by-laws. Except as disclosed on SCHEDULE 4.4(a), none of the Ferex Subsidiaries is in violation of (i) any term of any agreement, instrument, judgment, decree or order applicable to such Ferex Subsidiary or to which such Ferex Subsidiary is a party or (ii) to the Knowledge of Ferex and the Control Shareholders, any statute, rule or government regulation applicable to such Ferex Subsidiary except for any violation of any such statute, rule or regulation which, individually or in the aggregate could not have a Material Adverse Effect on Ferex and the Ferex Subsidiaries taken as a whole.
Subsidiaries; Acquisitions. Neither the Borrower nor any of its -------------------------- Subsidiaries will, without the prior written consent of the Bank, form or acquire any Subsidiary or make any other acquisition of the stock of any other Person or of all or substantially all of the assets of any other Person, except that the Borrower may make acquisitions of the stock or assets of another Person so long as the aggregate consideration (whether in cash, stock or other property) for all such acquisitions consummated in any fiscal year of the Borrower does not exceed $1,000,000 per fiscal year. The Borrower will not become a partner in any partnership.
Subsidiaries; Acquisitions. The Company does not have any subsidiaries or any investments in any other corporation or business organization.
Subsidiaries; Acquisitions. The Borrower will not form or acquire any Subsidiary or make any other acquisition of the stock of any other Person or of all or substantially all of the assets of any other Person, unless, in each case, the Borrower gives prior written notice thereof to the Bank and, in each case, after giving effect to such transaction the Borrower is in compliance with each of Section 3.7, Section 3.8 and Section 3.9 and with clause (vii) of Section 4.6, compliance with Sections 3.7, 3.8 and 3.9 being determined for this purpose both as at the most recent quarter-end and on a pro forma basis as at the date of the proposed transaction, whether or not a fiscal quarter-end. The Borrower will not become a partner in any partnership.
