Subsidiaries; Acquisitions Clause Samples

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, the "Subsidiaries" or individually, a --------------- "Subsidiary"). Except as set forth in Schedule 2.4(a), each Subsidiary of the --------------- Company is a duly organized, validly existing corporation in good standing under the laws of the jurisdiction of its incorporation with full corporate 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 of --------------- each Subsidiary are owned beneficially and of record by the Company free of any Lien and said shares have been duly and validly issued and are outstanding, fully paid and non-assessable. The copies of the Articles of Incorporation 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 Code of Regulations, 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 Code of Regulations. Each Subsidiary is duly qualified to do business as a foreign corporation where the nature of the conduct of its business makes its qualification so necessary, except where the failure to be so qualified could not reasonably be expected to have a material adverse effect on the business, assets, properties, results of operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole (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. (b) Except as set forth in Schedule 2.4(b) attached hereto, the --------------- Company does not have any ...

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 date of this -------------------------- Agreement, 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

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, other than pursuant to a Permitted Acquisition which also complies with clause (vii) of (S)

Subsidiaries; Acquisitions. (a) The Parent Guarantor shall not create, acquire or capitalize any Subsidiary after the Fourth 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. (b) From and after the Fifth Amendment Effective Date, neither the Parent Guarantor nor its Subsidiaries shall make any Acquisitions unless otherwise approved by the Required Holders.

Subsidiaries; Acquisitions. The Borrower will inform the Bank promptly upon forming or acquiring any Subsidiaries, with all investments in Subsidiaries to be limited as provided in clause (vii) of ss.

Subsidiaries; Acquisitions. The Borrower will not, without the prior written consent of the Bank, make (and will not permit any Subsidiary to make) any acquisition of all or substantially all of the stock or other Equity Interests of any other Person or of all or substantially all of the assets of any other Person, other than any acquisition the purchase price for which does not exceed $1,000,000. The Borrower will not become a partner in any partnership or limited liability company. The Borrower will promptly inform the Bank if it forms any Subsidiaries after the date of this Agreement.

Subsidiaries; Acquisitions. The Company does not have any subsidiaries or any investments in any other corporation or business organization.