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:
(i) Company and its Subsidiaries may make and own Investments consisting of Cash and Cash Equivalents; provided that, at any time Revolving Loans or Swing Line Loans are outstanding, the aggregate amount of Cash and Cash Equivalents permitted to be owned by Company and its Domestic Subsidiaries shall not exceed $35,000,000 for any period of five (5) consecutive days;
(ii) Company and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date in the Company and in any Subsidiaries of Company (and may convert any such Investments in the form of Indebtedness into Investments in the form of Capital Stock), and Company and its Subsidiaries may make and own additional Investments in the Company or any Subsidiary Guarantor;
(iii) Company and its Subsidiaries may (a) become liable in respect of Contingent Obligations permitted by subsection 7.4 and (b) make and incur intercompany loans to the extent permitted under subsection 7.1(v);
(iv) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8;
(v) Company and its Subsidiaries may continue to own the Investments described in Schedule 7.3A annexed hereto (and may make incremental Investments contemplated in connection therewith) and any extension or renewal thereof; provided that any additional Investments made with respect thereto shall be permitted only to the extent such Investments are described on Schedule 7.3A or made in accordance with the other provisions of this subsection 7.3;
(vi) Company and its Subsidiaries may acquire any business, division, line or assets (including Capital Stock and including Capital Stock of Subsidiaries formed in connection with any such acquisition) for an aggregate purchase price (determined at the time of purchase thereof) not in excess of $75,000,000 in any individual case (provided that such amount may be increased by the amount of any Net Securities Proceeds from the issuance of any Capital Stock, Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds used to fund such purchase price in accordance with this Agreement, subject, however, to th...
Investments; Acquisitions. Without the written approval of the Banks, except as provided in Sections 9.05 and 9.10 hereof, make any loan or advance to any Person or purchase or otherwise acquire any capital stock, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in an amount in excess of $5,000,000 (which for purposes of acquisitions shall include the amount of any Debt assumed), except the following: (a) Permitted Investments; (b) investments made in accordance with Section 9.10 hereof; (c) the formation (but not by way of acquisition) of additional wholly owned Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirements, each such Subsidiary shall deliver to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended to the extent necessary to include such Subsidiary, the capital stock or other equity interest of such Subsidiary shall be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent in connection with the foregoing and in connection therewith such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a), (b), (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) and (r) to the same extent as if such Subsidiary were an original party to this Agreement; (d) investments in Borrower's common stock made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees not to exceed $200,000 in the aggregate during any Fiscal Year outstanding in the ordinary course of business for reasonable and necessary work-re...
Investments; Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any stock or other securities of, or all or substantially all of the assets of, or make or permit to exist any interest whatsoever in, any other Person or otherwise make any Acquisition or permit to exist any loans or advances to any Person, except that Borrower and its Subsidiaries may maintain investments or invest in:
(i) Eligible Securities;
(ii) investments existing as of the date hereof;
(iii) accounts receivable arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof in connection with accounts of financially troubled Persons to the extent reasonably necessary in order to prevent or limit loss;
(iv) loans and advances to and investments in Subsidiaries which are Guarantors;
(v) loans and advances to its officers, directors and employees for travel expenses incurred in the ordinary course of business without limitation and for any other business purpose in an aggregate principal amount at any time outstanding not to exceed $25,000,000;
(vi) other investments in an aggregate amount at any time outstanding not to exceed 5% of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information);
(vii) Permitted Acquisitions and other mergers permitted in Section 8.08 hereof; and
(viii) Securitization Subsidiaries of the Borrower in an aggregate amount not to exceed 10% of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information); provided further, investments made in Securitization Subsidiaries on or prior to September 17, 1998 and the retained earnings of Securitization Subsidiaries as of September 17, 1998 and subsequent thereto may be transferred between Securitization Subsidiaries or between the Borrower and a Securitization Subsidiary without limitation.
Investments; Acquisitions. Make any Investment in, or otherwise acquire or hold securities (including, without limitation, capital stock and evidences of indebtedness) of, or make loans or advances to, or enter into any arrangement for the purpose of providing funds or credit to, any other Person (including any Affiliate), except:
(a) advances to employees of any one or more of the Borrower: (i) for business expenses not to exceed at any time $50,000 in the aggregate, and (ii) for personal needs not to exceed at any time $100,000 in the aggregate as to all employees of the Borrower;
(b) investments in obligations of the United States or certificates of deposit of the Lender or other commercial banks, or other similar investments reasonably satisfactory to the Lender;
(c) so long as no Default or Event of Default has occurred and is continuing, an Investment in or acquisition of the securities, assets or properties of any Person in which: (i) the aggregate consideration paid or payable by any or all of the Borrowers (whether in the form of cash, notes and/or any other securities obligating any of the Borrowers to mandatory payments of dividends, Interest Expense or other redemption obligations) does not exceed Three Hundred Thousand ($300,000) Dollars in any one Fiscal Year; and (ii) the aggregate Indebtedness for money borrowed (including purchase money Indebtedness incurred in connection with any such Investment) does not exceed One Hundred Fifty Thousand ($150,000) Dollars in any one Fiscal Year; and
(d) intercompany investments, but only if and to the extent evidenced by appropriate instruments (including, without limitation, in respect of Indebtedness, negotiable promissory notes in principal amount equal to any and all such Intercompany Investments so incurred), all of which shall be promptly delivered (with all necessary endorsements thereon) to the Lender pursuant to the Security Agreement.
Investments; Acquisitions. The Loan Parties shall not make or permit to exist any Investment in any Person, except for: (a) advances to employees of the Loan Parties for travel or other ordinary business expenses in the ordinary course of, and pursuant to the reasonable requirements of the Loan Parties’ Business; (b) extensions of credit by the Loan Parties in the nature of accounts or notes receivable arising from the sale of goods and services in the ordinary course of business; (c) shares of stock, obligations or other securities received by the Loan Parties in settlement of claims arising in the ordinary course of business; (d) investments in Cash Equivalents; (e) other Investments not to exceed Three Million Dollars ($3,000,000) in the aggregate or One Million Dollars ($1,000,000) in any single Person; (f) Permitted Acquisitions occurring from and after Lender’s receipt of the 2000 Report and Certificate; (g) the Investments existing on the date hereof and set forth on Schedule 6.7 hereto; and (h) Investment between any of the Loan Parties (it being understood that none of the Investments referenced in clauses (a)-(h) of this Section 6.7 shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Potential Event of Default exists). Without limiting the generality of the foregoing, except for (i) the Small Parts Acquisition on the terms set forth in the transaction documents attached hereto at Exhibit F, and (ii) Permitted Acquisitions occurring from and after Lender’s receipt of the 2000 Report and Certificate, the Loan Parties shall not purchase, lease (as lessee) or otherwise acquire (in a single transaction or a series of related transactions), or enter into any agreement to purchase or acquire all or substantially all of the assets or the capital stock or other ownership interests of any Person.”
(o) Section 6.8 of the Loan Agreement shall be deleted in its entirety and replaced with the following:
Investments; Acquisitions. Company and Borrowers shall not, and shall not permit any of its or their Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock or other ownership interest of any Person, or any division or line of business of any Person (each such acquisition, an “Acquisition”) except:
(i) Company and its Restricted Domestic Subsidiaries may make and own Investments in Cash Equivalents and the Restricted Foreign Subsidiaries may make and own Investments in Cash Equivalents and short term investments similar to Cash Equivalents customarily used in the countries in which they are located;
(ii) Company and its Restricted Subsidiaries may continue to own the Investments owned by them as of the Closing Date in any Restricted Subsidiaries of Company, and Company and its Restricted Subsidiaries may make and own additional equity Investments in Loan Parties (other than OI Europe or O-I Canada), and Restricted Subsidiaries that are not Loan Parties may make and own additional equity investments in other non-Loan Parties;
(iii) Company and its Restricted Subsidiaries may make intercompany loans to the extent permitted under Section 8.1(iv);
(iv) Company and its Restricted Subsidiaries may continue to own the Investments owned by them and described in Schedule 8.3 annexed hereto;
(v) Company and its Restricted Subsidiaries may make Acquisitions (and Company and its Restricted Domestic Subsidiaries may make Investments in Restricted Foreign Subsidiaries necessary to consummate any such Acquisition) so long as immediately after giving effect to such Acquisition, (i) the Borrowers are in compliance with the financial covenant set forth in Article IX as of the last day of the Fiscal Quarter most recently ended calculated on a Pro Forma Basis after giving effect to such Acquisition; provided, that the determination of compliance for this Section 8.3(v)(i) may be made as of either the signing of the acquisition or purchase agreement or the closing of such Acquisition at the Borrowers’ option; and (ii) with respect to any Acquisition for which the purchase consideration is in excess of $100,000,000, the Total Available Revolving Commitment is at least $150,000,000;
(vi) Company and its Restricted Subsidiaries may make additional Investments in their respective Restricted Foreign Subsidiaries;
(vii) Company and its Restricted Subsi...
Investments; Acquisitions. None of the Credit Parties will make any Investment in, to or for the benefit of any Person or to purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Person; PROVIDED, THAT, any Credit Party may purchase inventory in the ordinary course of business and may make Permitted Investments.
Investments; Acquisitions. Subsection 7.3(vii) of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the following therefor:
Investments; Acquisitions. Except for Permitted Investments and Permitted Acquisitions, directly or indirectly, make or acquire any Investment, or incur any liabilities (including contingent obligations) for or in connection with any Investment; provided, however, that such Investments will be considered Investments permitted by this Section 7.11 only if all actions have been taken to the satisfaction of Agent to provide to Agent, for the benefit of Lenders and Agent, a first priority perfected security interest in all of such Investments (to the extent such Investments constitute Collateral) free of all Liens other than Permitted Liens.
Investments; Acquisitions. Make any Investment in, or otherwise acquire or hold securities (including, without limitation, capital stock and evidences of Indebtedness) of, or make loans or advances to, or enter into any arrangement for the purpose of providing funds or credit to, any other Person (including any Affiliate), except:
(a) Investments in Wholly-Owned Subsidiaries which have complied with the requirements of Section 5.11 hereof;
(b) advances (to the extent permitted by Applicable Law, including federal securities laws) to employees of the Borrower or any Wholly-Owned Subsidiaries (other than Dissolving Subsidiaries) for normal business expenses not to exceed at any time $25,000 in the aggregate;
(c) Investments of excess cash generated in the Business Operations in Cash Equivalents; and
(d) Investments of cash in overnight deposits or other customary cash management Investments with commercial banks or in commercial paper satisfying the criteria for such banks or commercial paper as set forth in the definition of Cash Equivalents.
