Subsidiaries; Investments; Acquisitions Sample Clauses

Subsidiaries; Investments; Acquisitions. (i) Create any new Subsidiary, unless by no later than thirty (30) days after the creation thereof: (1) in the case of a new wholly-owned Domestic Subsidiary, the Companies and such new Domestic Subsidiary execute and deliver a Joinder Agreement and satisfy each of the other conditions to such new Domestic Subsidiary’s becoming a co-borrower and “Company” under this Financing Agreement and the other Loan Documents that are set forth in Article II of the Joinder Agreement, (2) in the case of a new Domestic Subsidiary that is not wholly-owned, the Company or Domestic Subsidiary owing the Capital Stock of such Domestic Subsidiary executes and delivers to the Agent, for the benefit of the Lenders, a Pledge Agreement covering all of the Capital Stock of such Domestic Subsidiary owned by such Company or Domestic Subsidiary, together with all stock certificates and duly executed stock powers (undated and in-blank) with respect thereto, and (3) in the case of a new Foreign Subsidiary, if it is a First-Tier Foreign Subsidiary, the Company or Domestic Subsidiary owing the Capital Stock of such First-Tier Foreign Subsidiary executes and delivers to the Agent, for the benefit of the Lenders, a Pledge Agreement covering sixty-five percent (65%) of the Capital Stock of such First-Tier Foreign Subsidiary, together with all stock certificates and duly executed stock powers (undated and in-blank) with respect thereto; (ii) make any advance or loan to, or any investment in, any firm, entity, person or corporation except for (x) Permitted Intercompany Loans, (y) Permitted Investments, and (z) advances, loans and investments outstanding at any one time from the Companies to Subsidiaries of the Companies that are not Companies hereunder up to an aggregate amount which, when added to the then outstanding aggregate amount of all unpaid Accounts of the Companies arising from sales of Inventory by the Companies to Subsidiaries of the Companies that are not Companies hereunder, does not exceed $5.0 million; or (iii) except as otherwise permitted in clauses (i) or (ii) above, acquire all or substantially all of the assets of, or any Capital Stock or any equity interests in, any firm, entity or corporation.
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Subsidiaries; Investments; Acquisitions. Section 8.5 is amended and restated in its entirety to read as follows:

Related to Subsidiaries; Investments; Acquisitions

  • Investments; Acquisitions Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock of any Person, or any division or line of business of any Person except:

  • Subsidiaries; Investments Borrower does not own any stock, partnership interest or other equity securities except for Permitted Investments.

  • Subsidiaries; Equity Investments 4 2.7 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.8

  • Investments and Acquisitions The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:

  • Acquisitions and Investments The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:

  • Subsidiaries and Equity Investments (a) Section 3.3 of the Company Disclosure Schedule sets forth (i) the name of each corporation that is a "Significant Subsidiary" (as such term is defined in Rule 1-02 of Regulation S-X of the Securities and Exchange Commission (the "Commission") (such subsidiaries hereinafter referred to collectively as "Subsidiaries" and individually as a "Subsidiary", and collectively with the Company, the "Companies")), (ii) the name of each corporation, partnership, joint venture or other entity (other than the Subsidiaries) in which any of the Companies has, or pursuant to any agreement has the right or obligation to acquire at any time by any means, directly or indirectly, an equity interest or investment; (iii) in the case of each of such corporations described in clauses (i) and (ii) above, (A) the jurisdiction of incorporation, (B) the capitalization thereof and the percentage of each class of voting capital stock owned by any of the Companies, (C) a description of any contractual limitations on the holder's ability to vote or alienate such securities, (D) a description of any outstanding options or other rights to acquire securities of such corporation, and (E) a description of any other contractual charge or impediment which would materially limit or impair any of the Companies' ownership of such entity or interest or its ability effectively to exercise the full rights of ownership of such entity or interest; and (iv) in the case of each of such unincorporated entities, information substantially equivalent to that provided pursuant to clause (iii) above with regard to corporate entities.

  • Investments and Subsidiaries The Borrower will not make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person or Affiliate, including any partnership or joint venture, nor purchase or hold beneficially any stock or other securities or evidence of indebtedness of any other Person or Affiliate, except:

  • Creation/Acquisition of Subsidiaries In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

  • Subsidiaries and Investments The Company does not own, directly or indirectly, any capital stock or other equity, ownership or proprietary interest in any corporation, partnership, association, trust, joint venture or other entity (each a "Company Subsidiary").

  • Investments, Acquisitions, Loans and Advances The Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly, make, retain or have outstanding any investments (whether through purchase of stock or obligations or otherwise) in, or loans or advances to (other than for travel advances and other similar cash advances made to employees in the ordinary course of business), any other Person, or acquire all or any substantial part of the assets or business of any other Person or division thereof; provided, however, that the foregoing shall not apply to nor operate to prevent:

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