Investments; Acquisitions Sample Clauses
Investments; Acquisitions. Holdings and Company shall not, and shall not permit any of their 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) Holdings and its Subsidiaries may make and own Investments in Cash and Cash Equivalents;
(ii) the Loan Parties may make and own Investments in Company and the Guarantors may make and own Investments in Company and other Guarantors and Subsidiaries that are not Guarantors may make and own Investments in Company and Subsidiaries that are not Guarantors;
(iii) Company and its Subsidiaries may make intercompany loans and advances to the extent permitted under subsections 7.1(iii) and 7.1(vi);
(iv) Holdings and its Subsidiaries may consummate the Merger and make related Investments in accordance with the terms and conditions of the Merger Agreement;
(v) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by the First Lien Credit Agreement;
(vi) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto, including any modification, replacement, renewal or extension thereof which does not increase the amount thereof;
(vii) Company and its Subsidiaries may make Permitted Acquisitions; provided that (a) no Potential Event of Default or Event of Default shall have occurred and be continuing at the time such acquisition occurs or after giving effect thereto, (b) Company shall be in Pro Forma Compliance (as defined in the First Lien Credit Agreement as in effect on the Closing Date without giving effect to any waiver by lenders under the First Lien Credit Agreement of covenants in the First Lien Credit Agreement on which Pro Forma Compliance is based) after giving effect thereto, (c) Company and Holdings shall, and shall cause their Subsidiaries to, comply with the requirements of subsections 6.8 and 6.9 with respect to each such acquisition that results in a Person becoming a Subsidiary and (d) the aggregate fair market value of all direct and indirect Investments in Persons that do not become Guarantors resulting from all such acquisitions shall not exceed in the aggregate $12,500,000;
(viii) Company and the Subsidiary Guarantors may make and own equity Investments in their respective wholly owned For...
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. Company will not, nor will it 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:
(a) Cash and Cash Equivalents;
(b) Investments in Company and Subsidiary Guarantors;
(c) Loan Parties may make intercompany loans to other Loan Parties to the extent permitted under Section 7.1(d);
(d) Hedge Agreements and Currency Agreements permitted under Section 7.1(h) to the extent such agreements constitute Investments;
(e) loans, advances or Indebtedness to the extent permitted by Section 7.4;
(f) Investments effected in accordance with Section 7.7 and any non-cash consideration received in connection with any asset sale to the extent permitted under Section 7.7;
(g) Consolidated Capital Expenditures permitted by Section 7.8;
(h) the Investments owned by Company and its Subsidiaries on the Closing Date and described in Schedule 7.3;
(i) Company and its Subsidiaries may acquire (by way of acquisition, merger, consolidation or otherwise) assets (including Business Lines, divisions, and Capital Stock (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 $50,000,000 in the aggregate during the term of this Agreement (less, in each case, Cash and Cash Equivalents of the target being acquired and any Capital Stock or proceeds of Capital Stock issued or used as purchase price), and continue to own such assets after the acquisition thereof; provided that (A) no Potential Event of Default or Event of Default shall have occurred and be continuing at the time such acquisition is consummated or immediately after giving effect thereto, (B) where applicable, Company shall, and shall cause its Subsidiaries to, comply (as soon as practicable or within such other longer time period as Administrative Agent may permit in its sole discretion) with the requirements of Sections 6.8 and 6.9 with respect to each such acquisition that results in a Person becoming a Subsidiary of Company, (C) the acquired assets or Business Line is in a business permitted by Section 7.11, (D) for any such acquisitions Company shall have provided (1) to the extent available, financial statements for any Person or B...
Investments; Acquisitions. Purchase, own, invest in or otherwise ------------------------- Acquire, directly or indirectly, any stock or other securities or all or substantially all of the assets, or make or permit to exist any interest whatsoever in any other Person or permit to exist any loans or advances to any Person; provided, Borrower and its Subsidiaries may maintain investments or -------- invest in or Acquire
(i) Eligible Securities;
(ii) investments existing as of the date hereof and as set forth in Schedule 7.01(d) attached hereto; ----------------
(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) Acquisitions so long as (A) the Acquisition is not opposed by the Person who is being acquired or whose assets are being acquired, (B) the Cost of Acquisition of any Person does not exceed ten percent (10%) of Consolidated Shareholders' Equity and (C) if the Person or assets so acquired on a pro forma historical basis as at the date of the Acquisition or for the Four-Quarter Period most recently ended preceding the date of Acquisition owned assets or generated income, which when consolidated with the assets and pre-tax income of the Borrower and its Subsidiaries, constitute ten percent (10%) or more of the Consolidated Total Assets or Consolidated Pre-Tax Income, then the Borrower shall furnish to the Agent prior to completing such Acquisition a certificate in the form of Exhibit ------- J, which certificate demonstrates that on a pro forma historical basis no Default or Event of Default exists under this Agreement;
(v) loans and advances to and investments in Subsidiaries so long as loans and advances to and investments in all Subsidiaries which are not Guarantors do not exceed at any time an aggregate of $10,000,000;
(vi) loans and advances to and investments in Persons who are not Subsidiaries so long as (i) such Person derives the majority of its revenues from providing staffing, consulting and outsourcing services, and (ii) such loans and advances to and investments in such Persons do not exceed at any time an aggregate of five percent (5%) of Consolidated Shareholders' Equity;
(vii) Investments in the form of ownership of the capital stock in a Subsidiary; (viii) guarantees of any Indebtedness (that is permitted by Section...
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 of the Credit Agreement is hereby amended by deleting clause (viii) thereof 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.
Investments; Acquisitions. None of the Consolidated Parties will make any Investment in, to or for the benefit of any Person or purchase, lease or otherwise 101 acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Person; provided that any Consolidated Party (other than the Borrower) may purchase inventory in the ordinary course of business and any Consolidated Party may make Permitted Investments to the extent permitted under the definition thereof.