Liquidations, Mergers, Consolidations, Acquisitions. Holdings shall not, and shall not permit any of its Material Subsidiaries to, dissolve, liquidate, or wind-up its affairs, or become a party to any amalgamation, merger or consolidation, or acquire by purchase, lease, or otherwise all or substantially all of the assets or capital stock of or other ownership interest in any other Person, provided that
(1) any Material Subsidiary may consolidate, amalgamate or merge into Holdings or any other Material Subsidiary provided that the Company may not merge, amalgamate or consolidate with Holdings, and the Company may only merge, amalgamate or consolidate with another Material Subsidiary if the Company is the surviving entity of such merger, amalgamation or consolidation; and
(2) Holdings or any Material Subsidiary may acquire, whether by purchase, by amalgamation or by merger, (A) all of the ownership interests of another Person or (B) substantially all of the assets of another Person or of a business or division of another Person (each a “Permitted Acquisition”), provided that each of the following requirements is met:
(i) if Holdings or any Material Subsidiary is acquiring the ownership interests in such Person and such Person meets the criteria for a Material Subsidiary set forth in the definition of such term at Section 1.01, such Person shall execute a Guarantor Joinder and join this Agreement as a Guarantor pursuant to Section 10.18 [Joinder of Guarantors] on or before the date of such Permitted Acquisition;
(ii) the board of directors or other equivalent governing body of such Person shall have approved such Permitted Acquisition and Holdings or the relevant Material Subsidiary shall have delivered to the Banks written evidence of such approval of the board of directors (or equivalent body) of such Person for such Permitted Acquisition;
(iii) the business acquired, or the business conducted by the Person whose ownership interests are being acquired, as applicable, shall be substantially the same as, or otherwise complementary or related to, one or more lines of business conducted by Holdings or any Material Subsidiary, or otherwise incidental to the business of a financial services company, and shall comply with Section 7.02(j) [Continuation of or Change in Business];
(iv) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to such Permitted Acquisition; and
(v) upon the reasonable request of Agent, Holdings or the relevant Material Subsidiary shall deliver to ...
Liquidations, Mergers, Consolidations, Acquisitions. The Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, effect a division or make any acquisition described in subclause (y) or (z) of clause (b) below (including by acquisition of the Equity Interests of another Person); provided that:
(a) (i) any Restricted Subsidiary may consolidate or merge into any other Restricted Subsidiary or acquire Equity Interests in any Restricted Subsidiary; provided that in the case of a consolidation or merger involving a Loan Party, a Loan Party is the surviving entity, (ii) any Restricted Subsidiary may consolidate or merge into the Borrower; provided that the Borrower is the surviving entity and (iii) any Restricted Subsidiary may effect a division; provided that (x) in the event of any division involving a Loan Party, (1) the dividing Loan Party (if surviving) and any other Person resulting from such division shall be a Loan Party after giving effect to such division and (2) any assets or other property held by any Loan Party immediately prior to such division shall continue to be held by a Loan Party after giving effect to such division and (y) in the event of any division involving a Restricted Subsidiary that is not a Loan Party, (1) such dividing Restricted Subsidiary (if surviving) and any other Person resulting from such division shall be a Restricted Subsidiary after giving effect to such division and (2) any assets or other property held by any Restricted Subsidiary immediately prior to such division shall continue to be held by a Restricted Subsidiary after giving effect to such division;
(b) the Borrower or any Restricted Subsidiary may acquire whether by purchase or by merger or consolidation, (x) Equity Interests of another Person, (y) substantially all of the assets of another Person or the assets constituting a business or division of another Person or (z) the material assets of another Person (each, a “Permitted Acquisition”); provided that each of the following requirements is met:
(i) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to such Permitted Acquisition;
(ii) after giving effect to such Permitted Acquisition, (x) Total Liquidity shall be at least $275,000,000 and (y) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenants;
(iii) to the extent that the acquisition includes the acquisition of Equity ...
Liquidations, Mergers, Consolidations, Acquisitions. The Borrowers shall not, and shall not permit any of their Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, except that
(i) any Subsidiary may consolidate or merge or liquidate into TGI or another Subsidiary; provided that no Domestic Subsidiary shall merge, consolidate or liquidate into a Foreign Subsidiary unless the surviving entity is the Domestic Subsidiary and no Subsidiary that is a Loan Party shall merge, consolidate or liquidate into any Subsidiary that is not a Loan Party unless the Loan Party is the surviving entity; provided further that, from and after the Aerostructures Bankruptcy Effective Date, this clause (i) shall not apply to consolidations, mergers or liquidations between or among the Aerostructures Filing Entities (or any of them), on the one hand, and any Loan Party or Subsidiary other than the Aerostructures Filing Entities, on the other hand;
(ii) TGI or any of its Subsidiaries may acquire assets or Capital Stock of other Persons engaged in the business permitted under Section 8.2.10 or may merge with or into any such Person in connection with an acquisition thereof (each such transaction, a “Permitted Acquisition”), provided that:
(a) no Event of Default (other than any Aerostructures Filing Event of Default) exists or will result from such acquisition;
(b) with respect to any Permitted Acquisition for which the aggregate Consideration to be paid therefor equals or exceeds ten percent (10%) of Consolidated EBITDA as of the, end of the last four fiscal quarter period, TGI notifies the Administrative Agent in writing of the acquisition at least 15 days before it is scheduled to close, and includes with such notice, to the satisfaction of the Administrative Agent, the following:
(1) a certification by the Chief Executive Officer, President or Chief Financial Officer of TGI confirming the matters addressed in clauses (a) and (b) of this Section 8.2.6(ii) and including a pro forma computation of clauses (c) and (d) below, and
(2) if the Borrowers wish to include any of the pre-acquisition EBITDA of the acquired business in the Borrowers’ Consolidated Adjusted EBITDA, copies of the financial statements, due diligence reports, and computations described in, and to the extent required under, clause (1) of the definition of Consolidated Adjusted EBITDA.
(c) on a...
Liquidations, Mergers, Consolidations, Acquisitions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or (except as provided under Section 8.2.7) acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, PROVIDED that
(1) any Loan Party or Subsidiary other than the Borrower may consolidate or merge into or be dissolved into the Borrower or another Loan Party which is wholly-owned by one or more of the other Loan Parties, and
(2) any Loan Party may acquire, whether by purchase or by merger, whether accounted for as a purchase or a pooling or otherwise (A) ownership interests of another Person or (B) substantially all of the assets of another Person or of a business or division of another Person (each a "Permitted Acquisition"), PROVIDED that each of the following requirements is met:
(i) if the Loan Parties are acquiring the ownership interests in such Person, such interest shall include a majority of each class of voting securities and the power to elect a majority of the directors or other equivalent governing individuals with respect to such Person;
(ii) if the Loan Parties are acquiring the ownership interests in such Person, such Person shall execute a Guarantor Joinder and join this Agreement as a Guarantor pursuant to Section 11.18 [Joinder of Guarantors] on or before the date of such Permitted Acquisition;
(iii) the Loan Parties, such Person and its owners, as applicable, shall grant Liens in the assets of or acquired from and stock or other ownership interests in such Person and otherwise comply with Section 11.18 [Joinder of Guarantors] on or before the date of such Permitted Acquisition;
(iv) the board of directors or other equivalent governing body of such Person shall have approved such Permitted Acquisition and, if the Loan Parties shall use any portion of the Loans to fund such Permitted Acquisition, the Loan Parties also shall have delivered to the Banks written evidence of the approval of the board of directors (or equivalent body) of such Person for such Permitted Acquisition;
(v) the business acquired, or the business conducted by the Person whose ownership interests are being acquired, as applicable, shall be substantially the same as one or more line or lines of business conducted by the Loan Parties and shall comply with Section 8.
Liquidations, Mergers, Consolidations, Acquisitions. Each of the Loan Parties shall not, and shall not permit any Subsidiary to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that:
(1) any Subsidiary of a Borrower may consolidate, liquidate or merge into the applicable Borrower so long as such Borrower is the surviving entity of such consolidation, liquidation or merger and such consolidation, liquidation or merger would not be reasonably expected to cause a Material Adverse Change, unless otherwise agreed to by Agent and Required Banks in writing,
(2) pursuant to a Permitted Acquisition, a Loan Party (other than Parent) may (X) acquire substantially all of the assets of another Person or of a business or division of another Person or (Y) consummate a bulk purchase of Recurring Service Contracts, provided that each of the following requirements is met:
(A) such Loan Party shall grant Liens in the assets acquired in such acquisition and otherwise comply with Section 10.18 on or before the date of such Permitted Acquisition;
(B) the Board of Directors or other equivalent governing body of such Person shall have approved such Permitted Acquisition;
(C) the business acquired shall be a Recurring Service Contracts business or Persons in the alarm or Recurring Service Contract business and shall otherwise comply with Section 7.2.10;
(D) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to such Permitted Acquisition;
(E) the Loan Parties shall demonstrate that they shall be in compliance with the covenants contained in Sections 7.2.15, 7.2.16, and 7.2.17 based upon calculations as of the end of the most recent period for which certificates under Section 7.3.3 shall have been delivered and with the covenant contained in Section 7.2.18 calculated as of the date of the acquisition, all giving effect to such Permitted Acquisition (including in such computation Indebtedness or other liabilities assumed or incurred in connection with such Permitted Acquisition and including RMR, but excluding income earned or expenses incurred by the Person, business or assets to be acquired prior to the date of such Permitted Acquisition) by delivering at least five (5) Business Days prior to such Permitted Acquisition a certificate in the form of Exhibit 7.2.6 evidencing such compliance;
(F) the portion of the Cons...
Liquidations, Mergers, Consolidations, Acquisitions. Borrower shall not dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person.
Liquidations, Mergers, Consolidations, Acquisitions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, except that:
(a) any Loan Party other than the Borrower may consolidate with or merge into another Loan Party which is wholly-owned by one or more of the other Loan Parties;
(b) any Loan Party other than the Borrower may consolidate with, merge into, or acquire assets of another Person who is principally engaged in a business permitted hereunder (a “Target”), and who, in each case, immediately thereafter becomes a Loan Party, so long as:
(i) no Event of Default or Default exists or would result therefrom;
(ii) immediately following any payment made with respect thereto there is minimum availability under the Revolving Credit Commitment of $20,000,000;
(iii) the total consideration, in aggregate, paid for all such transactions in any fiscal year of the Borrower does not exceed 20% of Net Worth (as reported in the most recent Compliance Certificate);
(iv) the total consideration, in aggregate, paid for all such transactions does not exceed 35% of Net Worth (as reported in the most recent Compliance Certificate);
(v) at the time of such merger, consolidation or acquisition, either (A) the Target was (1) solvent and (2) had positive pre-tax net income (under GAAP) for the immediately preceding trailing twelve month period, or (B) if the Target did not meet the criteria set forth in (A), then the total consideration paid for such transaction, together with the aggregate consideration paid for all similar transactions (1) in any fiscal year of the Borrower does not exceed $10,000,000 and (2) does not exceed $20,000,000 in the aggregate during the term of this Agreement; and
(vi) the Borrower provides to the Agent a written certification with respect to the compliance of such transaction with all such terms, not later than five (5) Business Days prior to such transaction;
(c) Any Inactive Domestic Subsidiary may be dissolved or merged or consolidated into any Loan Party; and
(d) Any Foreign Subsidiary (which is not a Loan Party) may be merged or consolidated into any other Foreign Subsidiary.
Liquidations, Mergers, Consolidations, Acquisitions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that
(1) any Subsidiary of the Borrower may consolidate or merge into another such Subsidiary and Nicolet Vascular Inc., Xxxxxx-Xxxxxxx, Inc. and Bird Life Design Corporation shall be permitted to merge with or consolidate with the Borrower, and
(2) the Borrower or any Subsidiary of the Borrower may acquire, whether by purchase or by merger, (A) all of the ownership interests of another Person or (B) substantially all of assets of another Person or of a business or division of another Person (each a "Permitted Acquisition"), provided that each of the following requirements is met:
(i) if the Borrower or such Subsidiary is acquiring the ownership interests in such Person, such Person (A) if a Domestic Subsidiary which is not a Subsidiary of a Foreign Subsidiary, shall execute a Guarantor Joinder and join this Agreement as a Guarantor pursuant to Section 10.18 [Joinder of Guarantors or Pledge Under Pledge Agreement], or (B) if a Foreign Subsidiary which is not a Subsidiary of a Foreign Subsidiary, the Subsidiary Shares, LLC Interests or Partnership Interests and other ownership interests such Person, which would be required to be pledged under Section 7.1.11 [Guarantees and Pledged Interests] under the Pledge Agreement shall become subject to a pledge under Pledge Agreement on or before the date of such Permitted Acquisition but only as required by Section 7.1.11 [Guarantors and Pledged Interests];
(ii) the Borrower, such Subsidiary, such Person and its owners, as applicable, shall comply with Section 10.18 [Joinder of Guarantors or Pledge under the Pledge Agreement], if applicable, on, or within ten (10) Business Days after, the date of such Permitted Acquisition;
(iii) the board of directors or other equivalent governing body of such Person shall have approved such Permitted Acquisition and, if the Loan Parties shall use any portion of the Loans to fund such Permitted Acquisition, the Loan Parties also shall have delivered to the Banks written evidence of the approval of the board of directors (or equivalent body) of such Person for such Permitted Acquisition;
(iv) the business acquired, or the business conducted by the Person whose ownership interests a...
Liquidations, Mergers, Consolidations, Acquisitions. The Borrower shall not dissolve, liquidate or wind-up its affairs, and except as permitted pursuant to Section 8.2.4 [Loans and Investments], the Borrower shall not, and shall not permit any of its Subsidiaries to become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or equity interests of any other Person; provided that (i) any Subsidiary of the Borrower may merge or consolidate with or into any other Wholly-Owned Subsidiary of the Borrower, (ii) any Project Mining Subsidiary may merge or consolidate with or into its customers, (iii) any Subsidiary may merge or consolidate with or into any Person if such Subsidiary is the surviving entity and (iv) any Subsidiary of the Borrower may merge into the Borrower, provided, in each case, that no Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.
Liquidations, Mergers, Consolidations, Acquisitions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person; provided that any Loan Party other than the Borrower may consolidate or merge into another Loan Party which is wholly-owned by one or more of the other Loan Parties. By way of clarification, a Loan Party may merge with and into the Borrower.
