Creation of Subsidiaries. Not, and not permit any of its Subsidiaries that is a Loan Party to, establish, create or acquire any Subsidiary unless the Company or such Subsidiary that is a Loan Party shall have caused the requirements of Section 5.01(i) with respect to such established, created or acquired Subsidiary, and the assets and equity interests of such established, created or acquired Subsidiary, to be satisfied.
Creation of Subsidiaries. The Borrower will not, nor will it permit any of its Subsidiaries to, create any Subsidiary except for the creation of a Wholly Owned Subsidiary of the Borrower or a Specified Affiliate provided that (i) such Subsidiary or Specified Affiliate is organized under the laws of a jurisdiction within the United States of America and (ii) no Default or Event of Default exists immediately prior to or after the creation of such Subsidiary or Specified Affiliate.
Creation of Subsidiaries. The Borrower shall not create or acquire any Subsidiary other than (i) Regulated Insurance Companies which are direct or indirect Subsidiaries of the Borrower, so long as all of the capital stock of any direct Subsidiary or indirect Subsidiary that is Wholly-Owned by a Non-Regulated Company (in each case, if a Domestic Subsidiary) and 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the Other Credit Agreement; (ii) Non-Regulated Companies which are direct or indirect Subsidiaries of the Borrower and are not Subsidiaries of any Regulated Insurance Company, so long as (x) all of the capital stock of any such Subsidiary (if a Domestic Subsidiary) and 65% of the capital stock of any direct Subsidiary (if a Foreign Subsidiary) is pledged pursuant to the Other Credit Agreement, (y) all of the assets of any such Subsidiary (if a Domestic Subsidiary) are pledged pursuant to the Other Credit Agreement and (z) any such Subsidiary (if a Domestic Subsidiary) executes the Subsidiary Guaranty and (iii) Non-Regulated Companies (other than any Non-Regulated Company described in clause (ii) preceding) which are created or acquired solely for the purpose of issuing the Trust Preferred Securities, engage in no other business and have no assets other than assets acquired in connection with the issuance of the Trust Preferred Securities. In addition, at the request of the Administrative Agent, each new Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 4 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Initial Borrowing Date. For purposes of this
Creation of Subsidiaries. The Borrower shall not, and shall not permit any Subsidiary to, create any Subsidiary after the Closing Date unless (a) such Subsidiary is a Wholly Owned Subsidiary, (b) such Subsidiary is organized under the laws of a jurisdiction within the United States of America, (c) such Subsidiary executes at the time of its creation the Security Agreement (together with applicable Uniform Commercial Code financing statements), the Subsidiary Guaranty and the Contribution Agreement (either directly or by executing a supplement thereto) and the Stock of such Subsidiary is pledged to the Agent as Collateral, (d) an opinion of counsel, acceptable to the Agent, is delivered to the Lenders confirming the due organization of such Subsidiary, the enforceability of the Security Agreement, the Subsidiary Guaranty and the Contribution Agreement against such Subsidiary, and such other matters as the Agent may reasonably request, and (e) no Event of Default exists immediately prior to or after the creation of the Subsidiary.
Creation of Subsidiaries. The Company shall not, and shall not suffer or permit any of its Subsidiaries or any Permitted Partnership to, (i) form any additional Subsidiaries other than wholly-owned Subsidiaries, or (ii) enter into any additional partnership, joint venture or similar business arrangement with any Person except a Permitted Partnership whose assets, when combined with the aggregate assets of all other Permitted Partnerships, do not exceed twenty percent (20%) of the consolidated assets of the Company, its consolidated subsidiaries and any Permitted Partnerships. 7.9
Creation of Subsidiaries. None of the Credit Parties shall create or permit to exist any Subsidiary unless (a) one hundred percent (100%) of the Capital Stock or other equity interests of such Subsidiary are owned by a Credit Party, (b) prior to the formation of such Subsidiary, the Borrower shall notify the Administrative Agent and the Lenders thereof in writing, and (c) within ten (10) Business Days of the formation of such Subsidiary, the Credit Parties shall, (i) take all steps as may be necessary or advisable in the opinion of the Administrative Agent to pledge to the Administrative Agent, for the benefit of the Lenders and the Agent, on a perfected, first-priority basis, all of the Capital Stock of such Subsidiary (limited, in the case of any foreign Subsidiary that is a "controlled foreign corporation" under Section 957 of the Internal Revenue Code, to a pledge of 65% of the Capital Stock of each such Subsidiary to the extent the pledge of any greater percentage would result in material adverse tax consequences to the Borrower) pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent, which such pledge agreement shall be a Pledge Agreement and a Security Document hereunder, (ii) cause any such Subsidiary to guaranty all of the Obligations hereunder pursuant to a guaranty in form and substance satisfactory to the Administrative Agent, which such guaranty shall be a Guaranty and a Security Document hereunder, (iii) cause any such Subsidiary to take all steps as may be necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a second priority, perfected security interest (subject only to the concurrent pledge in favor of the Senior Credit Facility Agent) in substantially all of its assets as collateral security for such guaranty, pursuant to security documents, mortgages, pledges and other documents in form and substance satisfactory to the Administrative Agent, each of which documents shall be Security Documents hereunder, and (iv) deliver to the Administrative Agent all such evidence of corporate or other authorization, legal opinions (including local counsel opinions where applicable) and other documentation as the Administrative Agent may request.
Creation of Subsidiaries. None of Holdings or Borrower shall establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that Borrower may establish or create one or more wholly owned Subsidiaries of Borrower without such consent so long as Borrower and its Subsidiaries comply with subsection 7.9 hereof.
Creation of Subsidiaries. Section 4.07 of the Indenture provides that the Company may not create any Subsidiaries. Proceeds of Asset Sales. Section 4.08 of the Indenture provides that the Company shall not consummate any Asset Sale unless (i) the consideration in respect of such Asset Sale is at least equal to the Fair Market Value of the assets sold or otherwise disposed of (which shall be as determined by the Company's Board of Directors unless such Asset Sale is in excess of U.S.$5,000,000 in which case a fairness opinion from a nationally recognized investment banking firm will be required), (ii) at least 85% of the value of the consideration therefrom received by the Company is in the form of cash or Cash Equivalents or the assumption by the Person acquiring the assets in such Asset Sale of Indebtedness of the Company with the effect that the Company shall not have any obligation with respect to such Indebtedness and (iii) immediately before and immediately after giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing or be anticipated to occur. Limitations on Transactions with Affiliates. Section 4.09 of the Indenture provides that the Company shall not enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property, the rendering of any service or the lending of any funds) with or for the benefit of any of its Affiliates (an "Affiliate Transaction"), except in good faith and on terms that are fair and reasonable to the Company and no less favorable to the Company than those that could have been obtained in a comparable transaction on an arm's length basis from a Person that is not an Affiliate. Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other aggregate market value in any fiscal year in excess of U.S.$1,000,000 must be approved prior to the consummation thereof by the Board of Directors of the Company and evidenced by a Board Resolution stating that such Board of Directors has, in good faith, determined that such transaction complies with the foregoing provisions. The foregoing restrictions will not apply to Permitted Affiliate Transactions.
Creation of Subsidiaries. The Borrower will not, and will not permit any Restricted Subsidiary to, at any time create or acquire any subsidiary.
Creation of Subsidiaries. (a) It will not, and will not permit any of its Restricted Subsidiaries to, at any time (i) create or acquire any Restricted Subsidiary unless (A) it has caused such Restricted Subsidiary to comply with the requirements of Sections 5.10 and 5.11, and (B) such creation or acquisition complies with Sections 6.04 and 6.05; or (ii) create or acquire any Unrestricted Subsidiary or Joint Venture except as permitted pursuant to Section 6.04; or (iii) designate any Subsidiary as an Unrestricted Subsidiary except in accordance with the definition of “Unrestricted Subsidiary”; or (iv) redesignate any Unrestricted Subsidiary as a Restricted Subsidiary except in accordance with the definition of “Restricted Subsidiary”. Notwithstanding the foregoing, it will not permit any Unrestricted Subsidiary to own, directly or indirectly, any Equity Interests in any Restricted Subsidiary; and
