Permitted Foreign Acquisition any acquisition, consisting of a single transaction or a series of related transactions, by the Borrower or any one or more of its Wholly Owned Subsidiary Guarantors (or Subsidiaries who will concurrently with such acquisition become Wholly Owned Subsidiary Guarantors) or Foreign Subsidiaries (that are Wholly Owned Subsidiaries) of all of the Capital Stock of, or all or a substantial part of the assets of, or of a business, unit or division of, any Person organized under the laws of any governmental instrumentality other than the United States or any state thereof (or a business, unit or division of any Person organized under the laws of the United States or any state thereof, which business unit or division operates entirely outside of the United States) (such business, unit or division, the “Acquired Foreign Business”), provided that (a) the consideration paid by the Borrower or such Subsidiary or Subsidiaries pursuant to such acquisition shall be solely in a form referred to in clause (a), (b), (c) or (d) of the definition of “Purchase Price” (or some combination thereof), (b) the requirements of Section 6.10 have been satisfied with respect to such acquisition, (c) the Borrower shall be in compliance, on a pro forma basis after giving effect to such acquisition, with the covenants contained in Section 7.1, in each case recomputed as at the last day of the most recently ended fiscal quarter of the Borrower as if such acquisition had occurred on the first day of each relevant period for testing such compliance, (d) no Default or Event of Default shall have occurred and be continuing, or would occur after giving effect to such acquisition, (e) all actions required to be taken with respect to any acquired or newly formed Subsidiary or otherwise with respect to the Acquired Foreign Business in such acquisition under Section 6.9 and 6.10 shall have been taken, (f) the aggregate Purchase Prices in respect of such acquisition and all other Permitted Foreign Acquisitions consummated in accordance with this Agreement shall not exceed $150,000,000 in any single fiscal year of the Borrower and shall not exceed $300,000,000 from and after the Restatement Effective Date through the remaining term of this Agreement, and (g) any such acquisition shall have been approved by the Board of Directors or such comparable governing body of the Person (or whose business, unit or division is, as the case may be) being acquired.
Permitted Foreign Acquisition means any acquisition permitted pursuant to Section 11.3(d).
Permitted Foreign Acquisition means any acquisition that would be a Permitted Acquisition if each reference to “Domestic Subsidiary” in the definition of Permitted Acquisition were replaced with a reference to “Foreign Subsidiary”.
Examples of Permitted Foreign Acquisition in a sentence
Except as contemplated by the Transaction Documents, FleetCor shall not (and shall not permit any Affiliate to) make any acquisition of all or a substantial portion of the assets or equity interests of any Person that is not a Permitted Acquisition or Permitted Foreign Acquisition.
Except as contemplated by the Transaction Documents, Holdings shall not (and shall not permit any Affiliate to) make any acquisition of all or a substantial portion of the assets or equity of any Person that is not a Permitted Acquisition or a Permitted Foreign Acquisition.
More Definitions of Permitted Foreign Acquisition
Permitted Foreign Acquisition means an Acquisition which satisfies each of the following conditions:
Permitted Foreign Acquisition means any Investment made by a Borrower or Subsidiary of any Borrower in, a purchase of the capital stock or other equity interests of, or the acquisition of all or a substantial portion of the assets or properties of, any Person, the entering into any exchange of securities with any Person, or the entering into any transaction, merger or consolidation of any Person, or any acquisition of any retail store locations of any Person, in each case, that is organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia (a “Foreign Acquisition”), in each case which satisfies each of the following conditions:
Permitted Foreign Acquisition means any acquisition by a Foreign Subsidiary of a majority of the outstanding Equity Interests (other than directors’ qualifying shares) in all or substantially all the assets of or all or substantially all the assets constituting a business unit, division, product line or line of business of a Person if (a) such acquisition was not preceded by, or consummated pursuant to, a hostile offer (including a proxy contest), (b) no Default has occurred and is continuing or would result therefrom, (c) such acquisition and all transactions related thereto are consummated in accordance with applicable laws, (d) the business of such Person or such assets, as applicable, constitutes a business permitted by Section 6.03(b), (e) the purchase price is funded solely with investments in such Foreign Subsidiary made in accordance with Section 6.04, Indebtedness incurred by such Foreign Subsidiary in compliance with Section 6.01 and cash generated from the operations of such Foreign Subsidiary, (f) the Total Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such acquisition as of the last day of the most recently ended fiscal quarter of the Borrower, is equal to or less than 5.00 to 1.00 and (g) the Borrower has delivered to the Administrative Agent, no later than five Business Days after the date any such purchase or acquisition is consummated, a certificate of a Financial Officer to the effect set forth in clauses (a) through (e) above, and setting forth reasonably detailed calculations demonstrating compliance with clause (f) above (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Financial Officer required to be delivered by Section 5.01(a) or (b) and Section 5.01(d), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period).
Permitted Foreign Acquisition means (i) any “Permitted Foreign Acquisition” as defined in the Credit Agreement (without giving effect to any amendment, supplement, modification or waiver of such definition) so long as investments made by Holdings and each Originator in any Foreign Subsidiary or in any Person that becomes a Foreign Subsidiary as a result of such Permitted Foreign Acquisition of such Person shall not exceed an aggregate amount of $100,000,000 at any time, and (ii) any other foreign acquisition or investment expressly permitted under Article 7 of the Credit Agreement (without giving effect to any amendment, supplement, modification or waiver thereof).
Permitted Foreign Acquisition means a Permitted Acquisition, in which (i) the Person being acquired is a Foreign Entity, (ii) in the case of a Permitted Acquisition consisting of the acquisition of assets (other than of in excess of 50% of the Equity Interests of any Person), the acquiror of such assets is a Foreign Entity, or (iii) in the case of a Permitted Acquisition consisting of the acquisition of in excess of 50% of the Equity Interests of any Person, the Person making the Permitted Acquisition is a Foreign Entity.
Permitted Foreign Acquisition means (a) any Acquisition by a Credit Party, directly or indirectly, of Equity Interests of any Person that is not organized under the laws of the United States or any state thereof or (b) any Acquisition by a Credit Party that is a merger or asset purchase where more than 15% of the fair market value of the assets acquired in such Acquisition are located outside of the United States (or, in the case of any Intellectual Property so acquired, registered or otherwise located outside of the United States); provided that, in each case of clauses (a) and (b), (i) either (A)(x) the assets or target’s Equity Interests to be acquired are located (in the case of assets) or organized (in the case of a target’s Equity Interests) in a jurisdiction where Agent reasonably determines that the Laws of such jurisdiction would not materially impair its ability to obtain a guaranty and an enforceable perfected security interest in the Equity Interest and substantially all of the material assets to be acquired that are located in such jurisdiction, and (y) the Credit Parties and the target entities (as applicable) comply with the Joinder Requirements (notwithstanding the clause (g) of the definition of Excluded Perfection Assets) or, in the case of a merger or asset acquisition, Agent is granted a perfected security interest in substantially all of the material assets acquired (including pursuant to documentation governed by the applicable foreign law, as necessary) in accordance with Section 4.11 (notwithstanding clause (g) of the definition of Excluded Perfection Assets), (B) the aggregate consideration paid or payable by Borrower and its Subsidiaries in cash or Cash Equivalents in connection with all Non-Joinder Foreign Acquisitions (including all Contingent Acquisition Consideration in connection with all Non-Joinder Foreign Acquisitions) does not exceed $25,000,000 in any twelve (12) month period (including after giving effect to all upfront consideration paid at the closing of such Acquisition), or (C) after giving effect to such Acquisition and the payment of any upfront consideration in connection therewith, Borrowers will have Borrower Unrestricted Cash in an aggregate amount greater than an amount equal to the product of (x) 1.4 multiplied by (y) the Outstanding Debt Balance as of the applicable date of determination (each Acquisition consummated in reliance on this clauses (i)(B) or (i)(C), a “Non-Joinder Foreign Acquisition”), and (ii) such Acquisition otherwise q...
Permitted Foreign Acquisition has the meaning specified in Section 7.02(d)(i).