Subsidiary Formation Clause Samples

Subsidiary Formation. Borrower shall notify Agent of each Subsidiary formed subsequent to the Closing Date and, within 15 days of formation (or such longer period as Agent may allow), shall (a) cause any such Subsidiary (other than any MSC Subsidiary) to execute and deliver to Agent a Joinder Agreement and any other documents and filings requested by Agent pursuant to Section 7.3 and (b) execute and deliver to Agent an amendment to the Pledge Agreement and any other documentation requested by Agent to evidence a pledge of 100% of the Equity Interests of such Subsidiary (including, for the avoidance of doubt, any MSC Subsidiary).

Subsidiary Formation. Form or acquire any Subsidiary unless, if requested by the Lender, such Subsidiary shall have become a party to this Agreement or shall have guaranteed the Obligations hereunder in favor of the Lender.

Subsidiary Formation. 28 Section 8.12 Changes in Location, Name, etc. ................ 28 Section 8.13 Location of Inventory .......................... 28 Section 8.14 Financial Condition ............................ 28

Subsidiary Formation. Borrower shall notify Agent of each Subsidiary formed subsequent to the Closing Date and, within 15 days of formation, shall cause any such Domestic Subsidiary to execute and deliver to Agent a Joinder Agreement.

Subsidiary Formation. The Company shall have the authority to establish one or more Subsidiaries from time to time, as the Board of Directors in its discretion deems advisable and in the best interests of the Company. The ownership structure and organizational documents of each Subsidiary, and any modifications thereto, shall require approval by the Board of Directors. The Company shall not own minority interests in any Entity unless otherwise approved by the Board of Directors.

Subsidiary Formation. GOOD STANDING; QUALIFICATION; LIENS; PRE-EMPTIVE RIGHTS. Each direct or indirect subsidiary of the Company, all of which are listed on Schedule II hereto (each, a "SUBSIDIARY" and together the "SUBSIDIARIES"), has been duly formed and is validly existing as a corporation, limited partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, with power and authority (corporate and other) to own its assets and conduct its business as described in the Prospectus and to enter into and to perform its obligations under this Agreement; and is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; all of its issued and outstanding capital stock or other ownership interests have been duly authorized and validly issued and are fully paid and non-assessable; and, at the First Closing Date its capital stock or other ownership interests will be owned by the Company, directly or through subsidiaries, free and clear of any security interests, liens, mortgages, encumbrances, pledges, claims, defects or other restrictions of any kind (collectively, "LIENS"), except as described in the Prospectus or where such Liens would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. None of the equity interests of any Subsidiary were issued in violation of the preemptive or other similar rights of any securityholder of such Subsidiary. There are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for equity interests or other securities of any Subsidiary, except as set forth in the organizational documents of such Subsidiary.

Subsidiary Formation. The Lender hereby consents pursuant to Section 6.18 of the Credit Agreement to Parent’s formation of the following Subsidiaries (the “Foreign Subsidiaries”): K12 International Holdings B.V. (to be a direct Subsidiary of Offshore Knowledge Ventures, Inc.) K12 Middle East FZ LLC The Lender further waives the requirements that the Foreign Subsidiaries become Guarantors and that the Foreign Subsidiaries grant the Lender a security interest in their assets pursuant to Sections 4.1, 4.2 and 4.3 of the Credit Agreement.