Certain Obligations Respecting Subsidiaries. (a) Except as permitted under Section 9.5 hereof, the Company will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Subsidiaries at all times collectively own (subject to no Lien other than the Lien granted under the Pledge Agreement) at least the same percentage of the issued and outstanding shares of each class of stock or other equity ownership interests of each of its Subsidiaries as is collectively owned by the Company and its Subsidiaries on the Closing Date. (b) The Company will not, and will not permit any of its Material Subsidiaries to, enter into, after the Closing Date, any indenture, agreement, instrument or other arrangement (other than entering into one or more of the Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or other Investments or the sale, assignment, transfer or other disposition of Property, other than (i) any indenture, agreement, instrument or other arrangement relating to Indebtedness of a Subsidiary of the Company acquired by the Company after the date hereof which was entered into by such Subsidiary prior to the date on which the Company acquired such Subsidiary (and which was not entered into in contemplation of such acquisition), provided that the terms and conditions thereof only relate to such Subsidiary and not the Company or its other Subsidiaries and are no more restrictive than the terms and conditions hereof, (ii) any indenture, agreement, instrument or other arrangement effecting the refinancing of any Indebtedness referred to in clause (i) above so long as the prohibitions and restrictions contained in the documents relating to such refinancing are as a whole no less favorable to the Lenders or the obligor in respect of such Indebtedness than the prohibitions and restrictions contained in the documents relating to the Indebtedness being refinanced, (iii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict transfer of rights under the related lease, (iv) restrictions on the transfer of or the granting of Liens on Property of the Company or any of its Subsidiaries subject to a Lien expressly permitted by Section 9.6 hereof securing Indebtedness expressly permitted by Section 9.7 hereof to the extent such restrictions are contained in documents evidencing or relating to such Indebtedness and (v) restrictions on the transfer of Property of the Company or any of its Subsidiaries that is the subject of a disposition expressly permitted by Section 9.5 hereof to the extent such restrictions are contained in the documents relating to such disposition.
Appears in 2 contracts
Sources: Credit Agreement (Genzyme Corp), Credit Agreement (Genzyme Corp)
Certain Obligations Respecting Subsidiaries. (a) Except as permitted under Section 9.5 hereof, the The Company will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Subsidiaries at all times collectively own (subject to no Lien other than the Lien granted under the Pledge Agreement) at least the same percentage of the issued and outstanding shares of each class of stock or other equity ownership interests of each of its Subsidiaries as is collectively owned by the Company and its Subsidiaries on the Closing Datea Wholly Owned Subsidiary.
(b) In the event that any additional shares of capital stock shall be issued by any Subsidiary of the Company, the respective Obligor agrees forthwith to deliver to the Agent pursuant to the Security Agreement the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and to take such other action as the Agent shall request to perfect the security interest created therein pursuant to the Security Agreement.
(c) The Company will nottake such action, and will not permit any cause each of its Material Subsidiaries toto take such action, enter into, after the Closing Date, any indenture, agreement, instrument or other arrangement (other than entering into one or more of the Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or other Investments or the sale, assignment, transfer or other disposition of Property, other than (i) any indenture, agreement, instrument or other arrangement relating from time to Indebtedness of a Subsidiary time as shall be necessary to ensure that all Subsidiaries of the Company acquired by are Subsidiary Guarantors and, thereby, "Obligors" hereunder. Without limiting the Company after generality of the date hereof which was entered into by such Subsidiary prior to the date on which the Company acquired such Subsidiary (and which was not entered into in contemplation of such acquisition)foregoing, provided that the terms and conditions thereof only relate to such Subsidiary and not the Company or its other Subsidiaries and are no more restrictive than the terms and conditions hereof, (ii) any indenture, agreement, instrument or other arrangement effecting the refinancing of any Indebtedness referred to in clause (i) above so long as the prohibitions and restrictions contained in the documents relating to such refinancing are as a whole no less favorable to the Lenders or the obligor in respect of such Indebtedness than the prohibitions and restrictions contained in the documents relating to the Indebtedness being refinanced, (iii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict transfer of rights under the related lease, (iv) restrictions on the transfer of or the granting of Liens on Property of event that the Company or any of its Subsidiaries subject to a Lien expressly permitted by Section 9.6 hereof securing Indebtedness expressly permitted by Section 9.7 hereof to the extent such restrictions are contained in documents evidencing shall form or relating to such Indebtedness and (v) restrictions on the transfer of Property of acquire any new Subsidiary, the Company or any of its Subsidiaries that is the subject of a disposition expressly permitted by Section 9.5 hereof to the extent such restrictions are contained respective Subsidiary will cause (or in the event such new Subsidiary is a Designated Subsidiary, shall use its best effort to cause) such new Subsidiary to become a "Subsidiary Guarantor" (and, thereby, an "Obligor") hereunder pursuant to a written instrument in form and substance satisfactory to each Lender and the Agent, and to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents relating to such dispositionas any Lender or the Agent shall have requested.
Appears in 2 contracts
Sources: Third Amended and Restated Credit Agreement (Cornell Corrections Inc), Credit Agreement (Cornell Corrections Inc)
Certain Obligations Respecting Subsidiaries. (a) Except as permitted under Section 9.5 hereof, the Company will, Borrowers shall take such action and will shall cause each of its their Domestic Subsidiaries to, (other than Citree) to take such action action, from time to time as shall be necessary to ensure that all Domestic Subsidiaries (other than Citree) are “Subsidiary Guarantors” hereunder. Without limiting the Company generality of the foregoing, in the event that Borrowers or any of their Subsidiaries shall form or acquire any new Subsidiary, Borrowers shall, and shall cause each of its their Subsidiaries at all times collectively own to, within 30 days after such formation or acquisition cause such new Subsidiary to take the following actions:
(a) any such new Subsidiary that is a Domestic Subsidiary will become a “Subsidiary Guarantor” hereunder by executing and delivering a Guaranty Agreement (or joinder thereto), become a “Grantor” under the Security Agreement by executing and delivering a supplement to the Security Agreement, and take such other action (including delivering such Uniform Commercial Code financing statements) as shall be reasonably necessary or advisable in the opinion of Lender, and in form and substance reasonably satisfactory to Lender, to create and perfect valid and enforceable first-priority Liens, subject to no Lien other than the Lien granted under the Pledge Agreement) at least the same percentage of the issued and outstanding shares of each class of stock or other equity ownership interests of each of its Subsidiaries as is collectively owned by the Company and its Subsidiaries Liens except for Permitted Encumbrances, on the Closing Date.
(b) The Company will not, and will not permit any of its Material Subsidiaries to, enter into, after the Closing Date, any indenture, agreement, instrument or other arrangement (other than entering into one or more of the Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or other Investments or the sale, assignment, transfer or other disposition of Property, other than (i) any indenture, agreement, instrument or other arrangement relating to Indebtedness of a Subsidiary of the Company acquired by the Company after the date hereof which was entered into by such Subsidiary prior to the date on which the Company acquired such Subsidiary (and which was not entered into in contemplation Collateral of such acquisition), provided that new Subsidiary as collateral security for the terms and conditions thereof only relate to such Subsidiary and not the Company or its other Subsidiaries and are no more restrictive than the terms and conditions hereof, (ii) any indenture, agreement, instrument or other arrangement effecting the refinancing of any Indebtedness referred to in clause (i) above so long as the prohibitions and restrictions contained in the documents relating to such refinancing are as a whole no less favorable to the Lenders or the obligor in respect of such Indebtedness than the prohibitions and restrictions contained in the documents relating to the Indebtedness being refinanced, (iii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict transfer of rights under the related lease, (iv) restrictions on the transfer of or the granting of Liens on Property of the Company or any of its Subsidiaries subject to a Lien expressly permitted by Section 9.6 hereof securing Indebtedness expressly permitted by Section 9.7 hereof to the extent such restrictions are contained in documents evidencing or relating to such Indebtedness and (v) restrictions on the transfer of Property of the Company or any of its Subsidiaries that is the subject of a disposition expressly permitted by Section 9.5 hereof to the extent such restrictions are contained in the documents relating to such disposition.Obligations;
Appears in 1 contract
Sources: Credit Agreement (Alico, Inc.)
Certain Obligations Respecting Subsidiaries. (a) Except as permitted under Section 9.5 hereof, the Company The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Subsidiaries at all times collectively own (subject to no Lien other than the Lien granted under the Pledge Agreement) at least the same percentage of the issued and outstanding shares of each class of stock or other equity ownership interests of each of its Subsidiaries as is collectively owned by the Company and its Subsidiaries on the Closing Datea Wholly Owned Subsidiary.
(b) The Company Borrower will nottake such action, and will not permit any cause each of its Material Subsidiaries toto take such action, enter into, after the Closing Date, any indenture, agreement, instrument or other arrangement (other than entering into one or more from time to time as shall be necessary to ensure that all Subsidiaries of the Loan Documents) thatBorrower are Subsidiary Guarantors and, directly or indirectlythereby, prohibits or restrains, or has parties hereunder. Without limiting the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or other Investments or the sale, assignment, transfer or other disposition of Property, other than (i) any indenture, agreement, instrument or other arrangement relating to Indebtedness of a Subsidiary generality of the Company acquired by foregoing, in the Company after the date hereof which was entered into by such Subsidiary prior to the date on which the Company acquired such Subsidiary (and which was not entered into in contemplation of such acquisition), provided event that the terms and conditions thereof only relate to such Subsidiary and not the Company or its other Subsidiaries and are no more restrictive than the terms and conditions hereof, (ii) any indenture, agreement, instrument or other arrangement effecting the refinancing of any Indebtedness referred to in clause (i) above so long as the prohibitions and restrictions contained in the documents relating to such refinancing are as a whole no less favorable to the Lenders or the obligor in respect of such Indebtedness than the prohibitions and restrictions contained in the documents relating to the Indebtedness being refinanced, (iii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict transfer of rights under the related lease, (iv) restrictions on the transfer of or the granting of Liens on Property of the Company Borrower or any of its Subsidiaries subject shall form or acquire any new Subsidiary, the Borrower or the respective Subsidiary will cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder pursuant to a Lien expressly permitted by Section 9.6 hereof securing Indebtedness expressly permitted by Section 9.7 hereof written instrument in form and substance reasonably satisfactory to the extent Administrative Agent, and to deliver such restrictions are contained in proof of corporate action, incumbency of officers, opinions of counsel and other documents evidencing or relating to as the Administrative Agent shall have reasonably requested. Upon the creation of any new Subsidiaries, the stock thereof shall be pledged as collateral for the Loans and such Indebtedness and (v) restrictions on the transfer of Property new Subsidiary shall enter into an amendment of the Company Security Agreement and Negative Pledge to ensure that they are a party thereunder.
(c) Upon the creation of any new Subsidiaries, Borrower shall furnish to the Administrative Agent and each Lender a certificate, certified as true and correct by a Financial Officer, setting forth a list, as of such date, of all of the real property interests held by the new Subsidiary, indicating whether the property is owned or any leased, the location of the property, and the book value of each property. In the event such real property interest has a book value of more than $2,000,000, Borrower and its Subsidiaries that is shall comply with the subject provisions of a disposition expressly permitted by Section 9.5 hereof to the extent such restrictions are contained in the documents relating to such disposition5.10 hereof.
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. (a) Except as permitted under Section 9.5 hereof, the Company The Borrower ------------------------------------------- will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Subsidiaries Borrower at all times collectively own owns (subject only to no Lien other than the Lien granted under of the Pledge AgreementSecurity Instruments) at least the same percentage all of the issued and outstanding shares of each class of stock or other equity ownership interests of each of its Subsidiaries. Without limiting the generality of the foregoing, the Borrower shall not, and shall not permit any of its Subsidiaries as is collectively to, sell, transfer or otherwise dispose of any shares of stock in any Subsidiary owned by the Company and it, or permit any of its Subsidiaries on to issue any shares of stock of any class whatsoever to any Person other than the Closing DateBorrower. In the event that any such additional shares of stock shall be issued by any Subsidiary of the Borrower, the Borrower agrees forthwith to deliver to the Agent pursuant to the Security Instruments the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Agent shall request to perfect the security interest created therein pursuant to the Security Instruments.
(b) The Company will not, and will not permit Promptly (but in any event within thirty (30) days) following the creation of its Material Subsidiaries to, enter into, after any Subsidiary (other than a shell acquisition subsidiary with little or no assets) of the Borrower following the Closing Date, or the acquisition of any indenturePerson by a Borrower or any Subsidiary thereof pursuant to which such Person becomes a direct or indirect Subsidiary of the Borrower, agreementthe Borrower (i) shall notify the Agent in writing of the creation or acquisition of such Subsidiary and (ii) shall cause such Subsidiary to become a guarantor of the performance of the Obligations and to execute and deliver a Subsidiary Guaranty and such other documents, instrument or other arrangement in form and substance satisfactory to the Agent, as the Agent shall reasonably require in order to confirm the authorization and enforceability of such guaranty.
(c) Prior to the occurrence of a Collateral Release Event and promptly (but in any event within thirty (30) days) following the creation of any Subsidiary (other than entering into one a shell acquisition subsidiary with little or more no assets) of the Loan Documents) that, directly or indirectly, prohibits or restrainsBorrower following the Closing Date, or has the effect acquisition of prohibiting any Person by a Borrower or restraining, any Subsidiary thereof pursuant to which such Person becomes a direct or imposes materially adverse conditions uponindirect Subsidiary of the Borrower, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or other Investments or the sale, assignment, transfer or other disposition of Property, other than Borrower shall (i) any indenture, agreement, instrument or other arrangement relating cause such Subsidiary to Indebtedness of a Subsidiary grant to the Agent for the benefit of the Company acquired by the Company after the date hereof which was entered into by Lenders a security interest in, and a lien on, all right, title and interest of such Subsidiary prior in and to substantially all the date on which the Company acquired assets of such Subsidiary (except for Excluded Property) and which was not entered to enter into a Subsidiary Security Agreement in contemplation favor of the Agent for the benefit of the Lenders and such other documents, in form and substance satisfactory to the Agent, as the Agent shall reasonably require in order to confirm and perfect the authorization and enforceability of such acquisition)security interest, provided that the terms and conditions thereof only relate to such Subsidiary and not the Company or its other Subsidiaries and are no more restrictive than the terms and conditions hereof, (ii) any indenture, agreement, instrument or other arrangement effecting the refinancing of any Indebtedness referred to in clause (i) above so long as the prohibitions and restrictions contained in the documents relating to such refinancing are as a whole no less favorable forthwith deliver to the Lenders or pursuant to the obligor in respect Security Instruments the certificates evidencing all of the issued and outstanding shares of stock of such Indebtedness than the prohibitions and restrictions contained in the documents relating to the Indebtedness being refinancedSubsidiary, (iii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict transfer of rights under the related lease, (iv) restrictions on the transfer of or the granting of Liens on Property of the Company or any of its Subsidiaries subject to a Lien expressly permitted accompanied by Section 9.6 hereof securing Indebtedness expressly permitted by Section 9.7 hereof to the extent such restrictions are contained in documents evidencing or relating to such Indebtedness and (v) restrictions on the transfer of Property of the Company or any of its Subsidiaries that is the subject of a disposition expressly permitted by Section 9.5 hereof to the extent such restrictions are contained in the documents relating to such disposition.undated stock powers executed
Appears in 1 contract
Sources: Revolving Credit Agreement (American Dental Partners Inc)
Certain Obligations Respecting Subsidiaries. (a) Except as permitted under Section 9.5 hereof, the Company willThe Borrower will take such action, and will cause each of its Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that Parent, and all U. S. Subsidiaries of the Company Borrower are guarantors of the Secured Obligations and each that all of the equity and material assets (other than Excluded Assets) of the Borrower and all Guarantors are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection Limitations. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Subsidiaries at shall form or acquire any new Subsidiary (which it shall only do in conformity with the provisions of this Agreement), the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and deliver, such documents as shall be necessary to cause (without duplication) all times collectively own of the Capital Stock of any new Venture owned by GB Ventures or QIG, any new U.S. Subsidiary and up to a maximum of sixty-six percent (subject 66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to no Lien be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to the Security Agreements and Pledge Agreements, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than the Lien granted under the Pledge AgreementExcluded Assets) at least the same percentage to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of the issued corporate action, incumbency of officers, opinions of counsel and outstanding shares of each class of stock or other equity ownership interests of each of its Subsidiaries documents as is collectively owned consistent with those delivered by the Company and its Subsidiaries on Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing DateDate or as the Administrative Agent shall have requested, and to take such other action as the Administrative Agent shall request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created pursuant to the Loan Documents.
(b) The Company will notIf at any time
(1) the aggregate amount of the Adjusted EBITDA of the (X) (direct and indirect) Foreign Subsidiaries of the Parent and (Y) the Non-Guarantor Ventures shall collectively exceed fifteen percent (15%) of the Adjusted EBITDA of Parent and its Subsidiaries, on a Consolidated basis (the amount of such excess being the “Excess EBITDA Amount”), or
(2) the aggregate amount of the assets of the (X) (direct and will not permit indirect) Foreign Subsidiaries of the Parent and (Y) the Non-Guarantor Ventures shall collectively exceed fifteen percent (15%) of the aggregate amount of the assets of Parent and its Subsidiaries, on a Consolidated basis (the amount of such excess being the “Excess Asset Amount”, then notwithstanding any provision of its Material Subsidiaries tothis Agreement or any Loan Document to the contrary, enter into, after the Closing Date, any indenture, agreement, instrument or other arrangement Borrower shall either:
(other than entering into i) cause one or more Foreign Subsidiaries and/or Non-Guarantor Ventures to guaranty the Secured Obligations and pledge their material personal property assets to secure such guaranty and shall pledge (or cause the relevant Subsidiaries to pledge) 100% of the equity of such Foreign Subsidiaries or Non-Guarantor Ventures, as applicable, to the extent necessary to cause (i) the aggregate amount of the Adjusted EBITDA of the Loan DocumentsParties to exceed eighty-five percent (85%) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or other Investments or the sale, assignment, transfer or other disposition of Property, other than (i) any indenture, agreement, instrument or other arrangement relating to Indebtedness of a Subsidiary of the Company acquired by the Company after the date hereof which was entered into by such Subsidiary prior to the date Adjusted EBITDA of Parent and its Subsidiaries, on which the Company acquired such Subsidiary (a Consolidated basis, and which was not entered into in contemplation of such acquisition), provided that the terms and conditions thereof only relate to such Subsidiary and not the Company or its other Subsidiaries and are no more restrictive than the terms and conditions hereof, (ii) any indenturethe aggregate amount of the assets of the Loan Parties to exceed eighty-five percent (85%) of the aggregate amount of the assets of Parent and its Subsidiaries, on a Consolidated basis; or
(ii) exclude the Excess EBITDA Amount and the Excess Asset Amount from the results of operations and financial condition of the Foreign Subsidiaries and Non-Guarantor Ventures from the Financial Covenants in Article 7 (Financial Covenants) and provide separate financial statements pursuant to Subsection 6.1.1 (Delivery of Quarterly Financial Statements ) and Subsection 6.1.2 (Delivery of Annual Financial Statements; Accountants’ Certification) and a reconciliation of the financial statements showing the effects of excluding the Excess EBITDA Amount and the Excess Asset Amount. Notwithstanding anything to the contrary in this agreement, instrument or other arrangement effecting unless and until such time as Borrower shall cause the refinancing of any Indebtedness referred Foreign Subsidiaries and/or Ventures to guaranty the Secured Obligations and pledge their material assets in accordance with clause (i) above so long as the prohibitions and restrictions contained in the documents relating to such refinancing are as a whole no less favorable to the Lenders or the obligor in respect of such Indebtedness than the prohibitions and restrictions contained in the documents relating to the Indebtedness being refinancedabove, (iiix) customary non-assignment provisions the Borrower and the Subsidiary Guarantors shall not transfer, either by way of Investment or otherwise, assets to any Venture or Foreign Subsidiary in leases governing leasehold interests excess of the amounts permitted in Subsections 8.3(e), 8.3(j) and 8.3(i) (with respect to Subsection 8.3(i), solely to the extent such provisions restrict transfer of rights under the related leaseInvestment relates to a Non-Guarantor Venture that is contributed to, or rolled over into, a new or additional joint venture) (ivInvestments, Loans, Acquisitions, Etc.), and (y) restrictions all transactions between the Loan Parties on the transfer one hand, and a Foreign Subsidiary or Venture on the other hand, shall be in the ordinary course of or the granting of Liens on Property of the Company or any of its Subsidiaries subject business and, except as provided in Subsections 8.3(e), 8.3(j) and 8.3(i) (with respect to a Lien expressly permitted by Section 9.6 hereof securing Indebtedness expressly permitted by Section 9.7 hereof Subsection 8.3(i), solely to the extent such restrictions are contained in documents evidencing or relating the Investment relates to such Indebtedness and (v) restrictions on the transfer of Property of the Company or any of its Subsidiaries a Non-Guarantor Venture that is the subject of contributed to, or rolled over into, a disposition expressly permitted by Section 9.5 hereof to the extent such restrictions are contained in the documents relating to such dispositionnew or additional joint venture) (Investments, Loans, Acquisitions, Etc.), on an arm’s length basis.
Appears in 1 contract
Sources: Credit Agreement (Greatbatch, Inc.)
Certain Obligations Respecting Subsidiaries. (a) Except as permitted under Section 9.5 hereof, the Company The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Subsidiaries at all times collectively own (subject to no Lien other than is a Wholly Owned Subsidiary. Without limiting the Lien granted under the Pledge Agreement) at least the same percentage generality of the issued and outstanding shares foregoing, none of each class of stock or other equity ownership interests of each the Borrower nor any of its Subsidiaries as is collectively shall sell, transfer or otherwise dispose of any shares of stock in any Subsidiary owned by them, nor permit any Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Company Borrower or another Obligor and its Subsidiaries on except as aforesaid). In the Closing Date.
event that any such additional shares of stock shall be issued by any Subsidiary (b) except as aforesaid), the respective Obligor agrees forthwith to deliver to the Agent pursuant to the Security Agreement the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Agent shall request to perfect the security interest created therein pursuant to the Security Agreement. The Company will not, and Borrower will not permit any of its Material Subsidiaries to, to enter into, after the Closing Datedate of this Agreement, any indenture, agreement, instrument or other arrangement (other than entering into one or more of the Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or other Investments or the sale, assignment, transfer or other disposition of Property, other than (i) any indenture, agreement, instrument or other arrangement relating to Indebtedness of a Subsidiary of the Company acquired by the Company after the date hereof which was entered into by such Subsidiary prior to the date on which the Company acquired such Subsidiary (and which was not entered into in contemplation of such acquisition), provided that the terms and conditions thereof only relate to such Subsidiary and not the Company or its other Subsidiaries and are no more restrictive than the terms and conditions hereof, (ii) any indenture, agreement, instrument or other arrangement effecting the refinancing of any Indebtedness referred to in clause (i) above so long as the prohibitions and restrictions contained in the documents relating to such refinancing are as a whole no less favorable to the Lenders or the obligor in respect of such Indebtedness than the prohibitions and restrictions contained in the documents relating to the Indebtedness being refinanced, (iii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict transfer of rights under the related lease, (iv) restrictions on the transfer of or the granting of Liens on Property of the Company or any of its Subsidiaries subject to a Lien expressly permitted by Section 9.6 hereof securing Indebtedness expressly permitted by Section 9.7 hereof to the extent such restrictions are contained in documents evidencing or relating to such Indebtedness and (v) restrictions on the transfer of Property of the Company or any of its Subsidiaries that is the subject of a disposition expressly permitted by Section 9.5 hereof to the extent such restrictions are contained in the documents relating to such disposition.
Appears in 1 contract
Sources: Third Amended and Restated Credit Agreement (Sinclair Broadcast Group Inc)
Certain Obligations Respecting Subsidiaries. (a) Except as permitted under Subject to Section 9.5 9.05 hereof, the Company will, and will cause each of its Subsidiaries (other than Unrestricted Subsidiaries and Released Guarantors) to, take such action from time to time as shall be necessary to ensure that the Company and each of its Subsidiaries at all times collectively own (subject to no Lien other than the Lien granted under the Pledge AgreementUnrestricted Subsidiaries and Released Guarantors) at least the same percentage of the issued and outstanding shares of each class of stock or other equity ownership interests of each of its Subsidiaries as is collectively owned by the Company and its Subsidiaries on the Closing Dateis, except for any Permitted Management Ownership, a Wholly Owned Subsidiary.
(b) The Without limiting the generality of the foregoing (but subject to Section 9.05 hereof), the Company will not, and will not permit any of its Material Subsidiaries to, enter into, after the Closing Date, any indenture, agreement, instrument or other arrangement (other than entering into one any Unrestricted Subsidiary or more of the Loan DocumentsReleased Guarantor) thatto, directly or indirectlyconvey, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or other Investments or the sale, assignmentsell, transfer or other disposition otherwise dispose of Property, any shares of capital stock of any Subsidiary (other than (ian Unrestricted Subsidiary or a Released Guarantor) owned by them, nor permit any indenture, agreement, instrument or other arrangement relating to Indebtedness of a Subsidiary of the Company acquired by the Company after the date hereof which was entered into by such Subsidiary prior to the date on which the Company acquired such Subsidiary (and which was not entered into in contemplation other than an Unrestricted Subsidiary or a Released Guarantor) to issue any shares of such acquisition), provided that the terms and conditions thereof only relate capital stock of any class whatsoever to such Subsidiary and not any Person (other than to the Company or its another Obligor), except for any Permitted Management Ownership. In the event that any such additional shares of stock (other Subsidiaries than any shares representing any Permitted Management Ownership) shall be issued by any such Subsidiary, the respective Obligor agrees forthwith to deliver to the Administrative Agent pursuant to the Security Agreement the certificates representing such shares of stock, accompanied by undated stock powers executed in blank and are no more restrictive than the terms and conditions hereof, (ii) any indenture, agreement, instrument or shall take such other arrangement effecting the refinancing of any Indebtedness referred to in clause (i) above so long action as the prohibitions and restrictions contained in Administrative Agent shall request to perfect the documents relating to such refinancing are as a whole no less favorable security interest created therein pursuant to the Lenders or the obligor in respect of such Indebtedness than the prohibitions and restrictions contained in the documents relating to the Indebtedness being refinanced, (iii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict transfer of rights under the related lease, (iv) restrictions on the transfer of or the granting of Liens on Property of the Company or any of its Subsidiaries subject to a Lien expressly permitted by Section 9.6 hereof securing Indebtedness expressly permitted by Section 9.7 hereof to the extent such restrictions are contained in documents evidencing or relating to such Indebtedness and (v) restrictions on the transfer of Property of the Company or any of its Subsidiaries that is the subject of a disposition expressly permitted by Section 9.5 hereof to the extent such restrictions are contained in the documents relating to such dispositionSecurity Agreement.
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. (a) Except as permitted under Section 9.5 hereof, the The Company will, and will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Restricted Subsidiaries at all times collectively own (subject only to no Lien other than the Lien granted under of the Pledge Agreement) at least the same percentage of the issued and outstanding shares of each class of stock or other equity ownership interests of each of its such Restricted Subsidiaries the stock of which is subject to the Lien of the Pledge Agreement as is collectively owned by on the date hereof or, in the case of New Wholly-Owned Subsidiaries created or acquired after the date hereof (other than Funding Co., 3189503, Canadian Forest Oil, and any Wholly-Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Pledge Agreement, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a "PLEDGED SUBSIDIARY"). Without limiting the generality of the foregoing, none of the Company and its Restricted Subsidiaries on will sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Closing Date.
(b) Company or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to the Agent pursuant to the Pledge Agreement the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Agent shall request to perfect the security interest created therein pursuant to the Pledge Agreement. The Company will not, not and will not permit any of its Material Restricted Subsidiaries to, to enter into, after the Closing Date, into any indenture, agreement, instrument or other arrangement (other than entering into one or more of the Indenture included in the Senior Subordinated Debt Documents as initially in effect, the Indenture included in the Canadian Forest Senior Subordinated Debt Documents and the Guarantee granted by Forest in relation thereto each as initially in effect, the Funding Credit Agreement as initially in effect and the other Loan DocumentsDocuments (as defined therein) and the Canadian Forest Oil Credit Agreement as initially in effect and the other Loan Documents (as defined therein)) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of IndebtednessIndebtedness of the Company and its Restricted Subsidiaries, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or other Investments or the sale, assignment, transfer or other disposition of Property, other than (i) any indenture, agreement, instrument or other arrangement relating to Indebtedness of a Subsidiary of the Company acquired by the Company after the date hereof which was entered into by such Subsidiary prior to the date on which the Company acquired such Subsidiary (and which was not entered into in contemplation of such acquisition), provided that the terms and conditions thereof only relate to such Subsidiary and not the Company or its other Subsidiaries and are no more restrictive than the terms and conditions hereof, (ii) any indenture, agreement, instrument or other arrangement effecting the refinancing of any Indebtedness referred to in clause (i) above so long as the prohibitions and restrictions contained in the documents relating to such refinancing are as a whole no less favorable to the Lenders or the obligor in respect of such Indebtedness than the prohibitions and restrictions contained in the documents relating to the Indebtedness being refinanced, (iii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict transfer of rights under the related lease, (iv) restrictions on the transfer of or the granting of Liens on Property of the Company or any of its Subsidiaries subject to a Lien expressly permitted by Section 9.6 hereof securing Indebtedness expressly permitted by Section 9.7 hereof to the extent such restrictions are contained in documents evidencing or relating to such Indebtedness and (v) restrictions on the transfer of Property of the Company or any of its Subsidiaries that is the subject of a disposition expressly permitted by Section 9.5 hereof to the extent such restrictions are contained in the documents relating to such disposition.
Appears in 1 contract
Sources: Credit Agreement (Forest Oil Corp)
Certain Obligations Respecting Subsidiaries. (a) Except as permitted under Section 9.5 hereof, the Company willEach Borrower shall, and will shall cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Subsidiaries at all times collectively own (subject to no Lien other than the Lien granted under the Pledge Agreement) at least the same percentage of the issued and outstanding shares of capital stock of any class or character owned by it in any Subsidiary on the date hereof is not at any time decreased, other than by reason of transfers to the Borrowers.
(b) While the Borrowers and the Subsidiaries are not permitted to form or acquire any Subsidiary without the prior written consent of the Lender pursuant to subsection 8.4(a), in the event that the Lender consents to any formation or acquisition of any Subsidiary and such Subsidiary is formed or acquired, this subsection 5.21(b) shall be applicable and the Borrower forming or acquiring such Subsidiary will (or if such Subsidiary is formed or acquired by a Credit Party which is not a Borrower, the Borrowers will cause such Credit Party to) take or cause to be taken the following actions: as soon as possible but in any case not later than 10 days after the date on which such Subsidiary is created (or, in the case of a Subsidiary formed or acquired in connection with a Permitted Acquisition, concurrently with the consummation of such Permitted Acquisition) (x) cause such Subsidiary to (A) execute and deliver to the Lender, a counterpart to this Agreement and thereby become a party thereto as an additional “Credit Party” and “Subsidiary Guarantor” thereunder and grant to the Lender a First Priority Lien on all “Collateral” of such Subsidiary Guarantor thereunder, (B) take such other action as shall be necessary to create and perfect valid and enforceable First Priority Liens in favor of the Lender on all or substantially all of the assets of such Subsidiary consistent with the provisions of this Agreement and the applicable other Loan Documents and (C) deliver proof of corporate action, incumbency of officers and other documents and opinions as is consistent with those delivered by each class Borrower pursuant to Section 6.1 as of the Effective Time and (y) execute and deliver to the Lender such pledge agreements or such addenda or amendments to this Agreement and take such other actions (including delivering the certificates representing such shares of stock or other equity ownership interests of each of its Subsidiaries as is collectively owned by the Company and its Subsidiaries on the Closing Date.
(b) The Company will not, and will not permit any of its Material Subsidiaries to, enter into, after the Closing Date, any indenture, agreement, instrument or other arrangement (other than entering into one or more of the Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or other Investments or the sale, assignment, transfer or other disposition of Property, other than (i) any indenture, agreement, instrument or other arrangement relating to Indebtedness of a Subsidiary of the Company acquired by the Company after the date hereof which was entered into by such Subsidiary prior to the date on which the Company acquired such Subsidiary (and which was not entered into in contemplation of such acquisition), provided that the terms and conditions thereof only relate to such Subsidiary and not the Company or its other Subsidiaries and are no more restrictive than the terms and conditions hereof, (ii) any indenture, agreement, instrument or other arrangement effecting the refinancing of any Indebtedness referred to in clause (i) above so long as the prohibitions and restrictions contained in the documents relating to such refinancing are as a whole no less favorable to the Lenders or the obligor in respect of such Indebtedness than the prohibitions and restrictions contained in the documents relating to the Indebtedness being refinanced, (iii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict transfer of rights under the related lease, (ivLender) restrictions on the transfer of or the granting of as shall be necessary to create and perfect valid and enforceable First Priority Liens on Property in favor of the Company Lender on all of the issued and outstanding stock or any other equity interests of its Subsidiaries subject such Subsidiary, all of the foregoing to a Lien expressly permitted by Section 9.6 hereof securing Indebtedness expressly permitted by Section 9.7 hereof be in form and substance reasonably satisfactory to the extent such restrictions are contained in documents evidencing or relating to such Indebtedness and (v) restrictions on the transfer of Property of the Company or any of its Subsidiaries that is the subject of a disposition expressly permitted by Section 9.5 hereof to the extent such restrictions are contained in the documents relating to such dispositionLender.
Appears in 1 contract
Sources: Credit and Security Agreement (Ufp Technologies Inc)
Certain Obligations Respecting Subsidiaries. (a) Except as permitted under Section 9.5 hereof, the Company willThe Obligors shall, and will shall cause each of its their Subsidiaries to, take such action from time to time as shall be reasonably necessary to ensure that the Company and each of its Subsidiaries at all times collectively own (subject to no Lien other than the Lien granted under the Pledge Agreement) at least the same percentage of the issued and outstanding shares of each capital stock of any class or character owned by it in any Subsidiary on the date hereof is not at any time decreased; provided that the foregoing shall not prohibit any merger, consolidation, liquidation, dissolution or any discontinuance or sale of such business permitted under Section 4B.04 hereof.
(b) In the event that the Obligors form or acquire any Domestic Subsidiary (or a Subsidiary organized under the laws of one of the provinces of Canada (other than Quebec), the United Kingdom or Australia in accordance with Section 4B.04 hereof) after the Issue Date, this Section 4A.09(b) shall be applicable and the Obligor forming or acquiring such Subsidiary will take or cause to be taken the following actions: as soon as possible but in any case not later than 20 days after the date on which such Subsidiary is created (or, in the case of the acquisition of any such Subsidiary, concurrently with the consummation of such acquisition) (x) cause such Subsidiary to (A) execute and deliver to the Trustee a supplement to this Indenture in the form of Exhibit B hereto and thereby become a Guarantor hereunder, (B) execute and deliver to the Collateral Trustee a counterpart to the Security Agreement and thereby become a party thereto as an additional “Grantor” thereunder and grant to the Collateral Trustee a Second Priority Lien on all “Collateral” of such Subsidiary thereunder, (C) take such other action as shall be necessary to create and perfect valid and enforceable Second Priority Liens, subject to Permitted Liens, in favor of the Collateral Trustee on all or substantially all of the assets of such Subsidiary consistent with the provisions of this Indenture and the applicable other Second Lien Security Documents and (D) deliver proof of corporate action, incumbency of officers and other documents and opinions as is consistent with those delivered by the Issuer and the Obligors on the Issue Date pursuant to Section 8.01 hereof and (y) execute and deliver to the Collateral Trustee such pledge agreements or such addenda or amendments to the Security Agreement and take such other actions (including delivering the certificates representing such shares of stock or other equity ownership interests to the Collateral Trustee) as shall be reasonably necessary to create and perfect valid and enforceable Second Priority Liens in favor of the Collateral Trustee on all of the issued and outstanding stock or other equity interests of each such Subsidiary, all of its Subsidiaries as is collectively owned by the Company foregoing to be in form and its Subsidiaries on substance reasonably satisfactory to the Closing DateCollateral Trustee.
(bc) The Company will notDuring the first 90 day period following the effective date hereof, and will not permit any the Required Holders shall have the option to elect that the UK Subsidiary become an Obligor hereunder. This option shall be exercisable upon delivery of its Material Subsidiaries tonotice by the Trustee, enter into, after the Closing Date, any indenture, agreement, instrument or other arrangement (other than entering into one or more on behalf of the Loan Documents) thatRequired Holders, directly or indirectly, prohibits or restrains, or has to the effect Issuer hereunder. Upon delivery of prohibiting or restraining, or imposes materially adverse conditions uponsuch notice, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or other Investments or the sale, assignment, transfer or other disposition of Property, other than (i) any indenture, agreement, instrument or other arrangement relating to Indebtedness of a Subsidiary of the Company acquired by the Company after Issuer shall have 45 days from the date hereof which was entered into by such Subsidiary prior to the date on which the Company acquired such Subsidiary (and which was not entered into in contemplation of receipt of such acquisitionnotice to take the actions set forth in Section 4A.09(b), provided that the terms and conditions thereof only relate to such Subsidiary and not the Company or its other Subsidiaries and are no more restrictive than the terms and conditions hereof, (ii) any indenture, agreement, instrument or other arrangement effecting the refinancing of any Indebtedness referred to in clause (i) above so long as the prohibitions and restrictions contained in the documents relating to such refinancing are as a whole no less favorable to the Lenders or the obligor in respect of such Indebtedness than the prohibitions and restrictions contained in the documents relating to the Indebtedness being refinanced, (iii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict transfer of rights under the related lease, (iv) restrictions on the transfer of or the granting of Liens on Property of the Company or any of its Subsidiaries subject to a Lien expressly permitted by Section 9.6 hereof securing Indebtedness expressly permitted by Section 9.7 hereof to the extent such restrictions are contained in documents evidencing or relating to such Indebtedness and (v) restrictions on the transfer of Property of the Company or any of its Subsidiaries that is the subject of a disposition expressly permitted by Section 9.5 hereof to the extent such restrictions are contained in the documents relating to such disposition.
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. (a) Except as permitted under Section 9.5 hereof, the The Company will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Subsidiaries at all times collectively own owns (subject to no Lien other than the Lien granted under the Pledge Agreementi) at least the same percentage all of the issued and outstanding shares of each class of stock or other equity ownership interests Capital Stock of each of such Person's Subsidiaries (other than, in each case, Capital Stock of Excluded Subsidiaries) and (ii) more than 50% of the issued and outstanding shares of Capital Stock of each Person acquired pursuant to clauses (b) and (c) of Section 9.14(viii) hereof. Without limiting the generality of the foregoing, the Company shall not, and shall not permit any of its Subsidiaries as is collectively to, sell, transfer or otherwise dispose of any shares of stock in any Subsidiary (other than an Excluded Subsidiary) owned by them, nor permit any Subsidiary of the Company (other than an Excluded Subsidiary) to issue any shares of Capital Stock of any class whatsoever to any Person (other than to the Company or to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of Capital Stock shall be issued by any Subsidiary of the Company, or any Subsidiary shall be acquired, the Company agrees (so long as the certificates evidencing such shares of stock are not subject to a lien permitted under Section 9.13(vii) hereof, and its Subsidiaries on in any event subject to clause (c) below) forthwith to deliver to the Closing DateAdministrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents.
(b) The Majority Lenders shall have the right from time to time to require the Company, pursuant to a written request from the Administrative Agent, to cause such Subsidiaries of the Company will notas may be specified in such request to become parties to the Subsidiary Guaranty or to execute and deliver such other guaranties, in form and substance satisfactory to the Majority Lenders, guaranteeing payment of the Company's obligations hereunder. Any such request shall be made by the Majority Lenders in the good faith and reasonable exercise of their discretion. Within 30 days after any such request, the Company shall, and shall cause the appropriate Subsidiaries of the Company to, (i) execute and deliver to the Administrative Agent such number of copies as the Administrative Agent may specify of documents creating such guaranties and (ii) do all other things which may be necessary or which the Administrative Agent may reasonably request in order to confer upon and confirm to the Lenders the benefits of such security.
(c) Notwithstanding anything to the contrary in this Section
(I) no Excluded Subsidiary shall be required to be or become a party to the Subsidiary Guaranty or otherwise Guarantee the obligations of the Company hereunder;
(II) the Company and its Subsidiaries shall not be required to pledge more than 66% of the aggregate Voting Stock of such Excluded Subsidiary directly held by the Company or its Domestic Subsidiaries to the Administrative Agent under the Security Documents; and
(III) the Company and its Subsidiaries shall not be required to pledge the stock of any other Excluded Subsidiary.
(d) The Company will not permit any of its Material Subsidiaries to, (other than Excluded Subsidiaries) to enter into, after the Closing Datedate hereof, any indenture, agreement, instrument or other arrangement (other than entering into one or more of the Loan DocumentsSenior Subordinated Debt Indentures) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or other Investments or the sale, assignment, transfer or other disposition of Property, other than (i) any indenture, agreement, instrument or other arrangement relating to Indebtedness of a Subsidiary of the Company acquired by the Company after the date hereof which was entered into by such Subsidiary prior to the date on which the Company acquired such Subsidiary (and which was not entered into in contemplation of such acquisition), provided that the terms and conditions thereof only relate to such Subsidiary and not the Company or its other Subsidiaries and are no more restrictive than the terms and conditions hereof, (ii) any indenture, agreement, instrument or other arrangement effecting the refinancing of any Indebtedness referred to in clause (i) above so long as the prohibitions and restrictions contained in the documents relating to such refinancing are as a whole no less favorable to the Lenders or the obligor in respect of such Indebtedness than the prohibitions and restrictions contained in the documents relating to the Indebtedness being refinanced, (iii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict transfer of rights under the related lease, (iv) restrictions on the transfer of or the granting of Liens on Property of the Company or any of its Subsidiaries subject to a Lien expressly permitted by Section 9.6 hereof securing Indebtedness expressly permitted by Section 9.7 hereof to the extent such restrictions are contained in documents evidencing or relating to such Indebtedness and (v) restrictions on the transfer of Property of the Company or any of its Subsidiaries that is the subject of a disposition expressly permitted by Section 9.5 hereof to the extent such restrictions are contained in the documents relating to such disposition.
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. (a) Except as permitted under Section 9.5 hereof, the Company willThe Borrower will take such action, and will cause each of its Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that all Domestic Subsidiaries (excluding real estate) except for Tedea-Huntleigh, Inc. are guarantors of the Company Secured Obligations and each that all of its the equity and material assets (excluding real estate) of the Borrower, all Domestic Subsidiaries at and any equity interests of all times collectively own direct Subsidiaries of the Borrower and Subsidiary Guarantors (except with respect to equity of Foreign Subsidiaries only 65% of such equity shall be required to be pledged) are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien other than except Permitted Liens. Without limiting the Lien granted under the Pledge Agreement) at least the same percentage generality of the issued and outstanding shares of each class of stock or other equity ownership interests of each of its Subsidiaries as is collectively owned by foregoing, in the Company and its Subsidiaries on the Closing Date.
(b) The Company will not, and will not permit any of its Material Subsidiaries to, enter into, after the Closing Date, any indenture, agreement, instrument or other arrangement (other than entering into one or more of the Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or other Investments or the sale, assignment, transfer or other disposition of Property, other than (i) any indenture, agreement, instrument or other arrangement relating to Indebtedness of a Subsidiary of the Company acquired by the Company after the date hereof which was entered into by such Subsidiary prior to the date on which the Company acquired such Subsidiary (and which was not entered into in contemplation of such acquisition), provided event that the terms and conditions thereof only relate to such Subsidiary and not the Company or its other Subsidiaries and are no more restrictive than the terms and conditions hereof, (ii) any indenture, agreement, instrument or other arrangement effecting the refinancing of any Indebtedness referred to in clause (i) above so long as the prohibitions and restrictions contained in the documents relating to such refinancing are as a whole no less favorable to the Lenders or the obligor in respect of such Indebtedness than the prohibitions and restrictions contained in the documents relating to the Indebtedness being refinanced, (iii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict transfer of rights under the related lease, (iv) restrictions on the transfer of or the granting of Liens on Property of the Company Borrower or any of its Subsidiaries subject shall form or acquire any Domestic Subsidiary (which it shall only do in conformity with the provisions of this Agreement), the Borrower, contemporaneously with the formation or acquisition of such new Domestic Subsidiary: (i) execute and deliver, and shall cause the holders of any equity interests not owned by the Borrower to execute and deliver, such documents as shall be necessary to cause all of the Capital Stock of such new Subsidiary to be duly pledged (on a Lien expressly permitted by Section 9.6 hereof securing Indebtedness expressly permitted by Section 9.7 hereof first-priority perfected basis) to secure the Secured Obligations; (ii) will cause such new Subsidiary to execute and deliver a Subsidiary Suretyship (or a joinder thereto), joinders to the extent Security Agreement and Pledge Agreement, UCC-1 financing statements, and such restrictions are contained in other documents evidencing or relating as may be necessary to cause such Indebtedness new Subsidiary to be a guarantor of the Secured Obligations and its material assets to be pledged to secure such guaranty (excluding real estate); and (viii) restrictions on will cause such new Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the transfer Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Agent shall have requested, and to take such other action as the Agent shall request to perfect the security interest in the Capital Stock and material assets of Property of the Company or any of its Subsidiaries that is the subject of a disposition expressly permitted by Section 9.5 hereof such new Subsidiary (excluding real estate) created pursuant to the extent such restrictions are contained in the documents relating to such dispositionLoan Documents.
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. (a) Except as permitted under Section 9.5 hereof, the Company The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Subsidiaries at all times collectively own (subject to no Lien other than the Lien granted under the Pledge Agreement) at least the same percentage of the issued and outstanding shares of each class of stock or other equity ownership interests of each of its Subsidiaries as is collectively owned by the Company and its Subsidiaries on the Closing Datea Wholly Owned Subsidiary.
(b) The Company Borrower will nottake such action, and will not permit any cause each of its Material Subsidiaries toto take such action, enter into, after the Closing Date, any indenture, agreement, instrument or other arrangement (other than entering into one or more from time to time as shall be necessary to ensure that all Subsidiaries of the Loan Documents) thatBorrower are Subsidiary Guarantors and, directly or indirectlythereby, prohibits or restrains, or has parties hereunder. Without limiting the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or other Investments or the sale, assignment, transfer or other disposition of Property, other than (i) any indenture, agreement, instrument or other arrangement relating to Indebtedness of a Subsidiary generality of the Company acquired by foregoing, in the Company after the date hereof which was entered into by such Subsidiary prior to the date on which the Company acquired such Subsidiary (and which was not entered into in contemplation of such acquisition), provided event that the terms and conditions thereof only relate to such Subsidiary and not the Company or its other Subsidiaries and are no more restrictive than the terms and conditions hereof, (ii) any indenture, agreement, instrument or other arrangement effecting the refinancing of any Indebtedness referred to in clause (i) above so long as the prohibitions and restrictions contained in the documents relating to such refinancing are as a whole no less favorable to the Lenders or the obligor in respect of such Indebtedness than the prohibitions and restrictions contained in the documents relating to the Indebtedness being refinanced, (iii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict transfer of rights under the related lease, (iv) restrictions on the transfer of or the granting of Liens on Property of the Company Borrower or any of its Subsidiaries subject shall form or acquire any new Subsidiary, the Borrower or the respective Subsidiary will cause such new Subsidiary to become a "Subsidiary Guarantor" hereunder pursuant to a Lien expressly permitted by Section 9.6 hereof securing Indebtedness expressly permitted by Section 9.7 hereof written instrument in form and substance satisfactory to each Lender and the extent Administrative Agent, and to deliver such restrictions are contained in proof of corporate action, incumbency of officers, opinions of counsel and other documents evidencing as any Lender or relating to the Administrative Agent shall have requested. Upon the creation of any new Subsidiaries, the stock thereof shall be pledged as collateral for the Loans and such Indebtedness and (v) restrictions on the transfer of Property new Subsidiary shall enter into an amendment of the Company or any of its Subsidiaries Security Agreement and Negative Pledge to ensure that is the subject of they are a disposition expressly permitted by Section 9.5 hereof to the extent such restrictions are contained in the documents relating to such dispositionparty thereunder.
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. (a) Except as permitted under Section 9.5 hereof, the Company The Parent will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Subsidiaries at all times collectively own is a Wholly Owned Subsidiary (subject provided that up to no Lien other than the Lien granted under the Pledge Agreement) at least the same percentage 0.01% of the issued and outstanding shares of each class of stock or other equity ownership interests in each such Subsidiary may be held by ATC or a Wholly Owned Subsidiary of each of its Subsidiaries as is collectively owned by the Company and its Subsidiaries on the Closing DateATC).
(b) The Company Parent will nottake such action, and will not permit any cause each of its Material Subsidiaries toto take such action, enter into, after from time to time as shall be necessary to ensure that all Subsidiaries of the Closing Date, any indenture, agreement, instrument or other arrangement Parent (other than entering into one or more of the Loan DocumentsBorrowers) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or other Investments or the sale, assignment, transfer or other disposition of Property, other than are (i) any indentureGuarantors and, agreementthereby, instrument or other arrangement relating to Indebtedness of a Subsidiary of the Company acquired by the Company after the date hereof which was entered into by such Subsidiary prior to the date on which the Company acquired such Subsidiary ("Obligors" hereunder, and which was not entered into in contemplation of such acquisition), provided that the terms and conditions thereof only relate to such Subsidiary and not the Company or its other Subsidiaries and are no more restrictive than the terms and conditions hereof, (ii) any indentureparties to the Security Documents. Without limiting the generality of the foregoing, agreement, instrument or other arrangement effecting the refinancing of any Indebtedness referred to in clause (i) above so long as the prohibitions and restrictions contained in the documents relating to such refinancing are as a whole no less favorable to event that the Lenders or the obligor in respect of such Indebtedness than the prohibitions and restrictions contained in the documents relating to the Indebtedness being refinanced, (iii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict transfer of rights under the related lease, (iv) restrictions on the transfer of or the granting of Liens on Property of the Company Parent or any of its Subsidiaries subject shall form or acquire any new Subsidiary, the Parent or the respective Subsidiary will cause such new Subsidiary to become a "Guarantor" (and, thereby, an "Obligor") hereunder, and to become a party to each applicable Security Document, pursuant to a Lien expressly permitted written instrument in form and substance satisfactory to each Lender and the Administrative Agent, and to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Obligor pursuant to Section 9.6 7.01 hereof securing Indebtedness expressly permitted by Section 9.7 hereof to upon the extent such restrictions are contained in documents evidencing Closing Date or relating to such Indebtedness and (v) restrictions on as any Lender or the transfer of Property of the Company or any of its Subsidiaries that is the subject of a disposition expressly permitted by Section 9.5 hereof to the extent such restrictions are contained in the documents relating to such dispositionAdministrative Agent shall have requested.
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. (ai) Except as permitted under Section 9.5 hereof, the The Company will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Subsidiaries at all times collectively own is a Wholly Owned Subsidiary.
(subject ii) In the event that any additional shares of capital stock shall be issued by any Subsidiary of the Company, the respective Obligor agrees forthwith to no Lien other than deliver to the Lien granted under Administrative Agent pursuant to the Pledge Security Agreement (as defined in the Credit Agreement) at least the same percentage of the issued and outstanding certificates evidencing such shares of each class of stock, accompanied by undated stock or powers executed in blank and to take such other equity ownership interests of action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Agreement.
(iii) The Company will take such action, and will cause each of its Subsidiaries to take such action, from time to time as is collectively owned by the Company and its shall be necessary to ensure that all Subsidiaries on the Closing Date.
(b) The Company will not, and will not permit any of its Material Subsidiaries to, enter into, after the Closing Date, any indenture, agreement, instrument or other arrangement (other than entering into one or more of the Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or other Investments or the sale, assignment, transfer or other disposition of Property, other than (i) any indenture, agreement, instrument or other arrangement relating to Indebtedness of a Subsidiary of the Company acquired by are Subsidiary Guarantors and, thereby, "Obligors" hereunder. Without limiting the Company after generality of the date hereof which was entered into by such Subsidiary prior to the date on which the Company acquired such Subsidiary (and which was not entered into in contemplation of such acquisition)foregoing, provided that the terms and conditions thereof only relate to such Subsidiary and not the Company or its other Subsidiaries and are no more restrictive than the terms and conditions hereof, (ii) any indenture, agreement, instrument or other arrangement effecting the refinancing of any Indebtedness referred to in clause (i) above so long as the prohibitions and restrictions contained in the documents relating to such refinancing are as a whole no less favorable to the Lenders or the obligor in respect of such Indebtedness than the prohibitions and restrictions contained in the documents relating to the Indebtedness being refinanced, (iii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict transfer of rights under the related lease, (iv) restrictions on the transfer of or the granting of Liens on Property of event that the Company or any of its Subsidiaries subject to a Lien expressly permitted by Section 9.6 hereof securing Indebtedness expressly permitted by Section 9.7 hereof to the extent such restrictions are contained in documents evidencing shall form or relating to such Indebtedness and (v) restrictions on the transfer of Property of acquire any new Subsidiary, the Company or the respective Subsidiary will cause such new Subsidiary to become a "Subsidiary Guarantor" (and, thereby, an "Obligor") hereunder pursuant to a written instrument in form and substance satisfactory to each Lender and the Administrative Agent, and to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as any of its Subsidiaries that is Funding Party or the subject of a disposition expressly permitted by Section 9.5 hereof to the extent such restrictions are contained in the documents relating to such dispositionAdministrative Agent shall have requested.
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. (a) Except as permitted under Section 9.5 hereof, the Company willBorrowers shall take such action, and will shall cause each of its their Domestic Subsidiaries to, (other than Citree) to take such action action, from time to time as shall be necessary to ensure that all Domestic Subsidiaries (other than Citree) are “Subsidiary Guarantors” hereunder. Without limiting the Company generality of the foregoing, in the event that Borrowers or any of their Subsidiaries shall form or acquire any new Subsidiary, Borrowers shall, and shall cause each of its their Subsidiaries at all times collectively own to, within 30 days after such formation or acquisition cause such new Subsidiary to take the following actions:
(a) any such new Subsidiary that is a Domestic Subsidiary will become a “Subsidiary Guarantor” hereunder by executing and delivering a Guaranty Agreement (or joinder thereto), become a “Grantor” under the Security Agreement by executing and delivering a supplement to the Security Agreement, and take such other action (including delivering such Uniform Commercial Code financing statements) as shall be reasonably necessary or advisable in the opinion of Lender, and in form and substance reasonably satisfactory to Lender, to create and perfect valid and enforceable first-priority Liens, subject to no Lien other than the Lien granted under the Pledge Agreement) at least the same percentage of the issued and outstanding shares of each class of stock or other equity ownership interests of each of its Subsidiaries as is collectively owned by the Company and its Subsidiaries Liens except for Permitted Encumbrances, on the Closing Date.Collateral of such new Subsidiary as collateral security for the Obligations;
(b) The Company will not, and will not permit any of its Material Subsidiaries to, enter into, after the Closing Date, any indenture, agreement, instrument or other arrangement (other than entering into one or more of the Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or other Investments or the sale, assignment, transfer or other disposition of Property, other than (i) any indenture, agreement, instrument or other arrangement relating Borrowers shall furnish to Indebtedness of a Subsidiary of the Company acquired by the Company after the date hereof which was entered into by such Subsidiary prior to the date on which the Company acquired such Subsidiary (and which was not entered into in contemplation of such acquisition), provided that the terms and conditions thereof only relate Lender an updated Schedule 3.14 with respect to such Subsidiary Subsidiary, in form and not the Company or its other Subsidiaries and are no more restrictive than the terms and conditions hereof, (ii) any indenture, agreement, instrument or other arrangement effecting the refinancing of any Indebtedness referred detail reasonably satisfactory to in clause (i) above so long as the prohibitions and restrictions contained in the documents relating to such refinancing are as a whole no less favorable to the Lenders or the obligor in respect of such Indebtedness than the prohibitions and restrictions contained in the documents relating to the Indebtedness being refinanced, (iii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict transfer of rights under the related lease, (iv) restrictions on the transfer of or the granting of Liens on Property of the Company or any of its Subsidiaries subject to a Lien expressly permitted by Section 9.6 hereof securing Indebtedness expressly permitted by Section 9.7 hereof to the extent such restrictions are contained in documents evidencing or relating to such Indebtedness and (v) restrictions on the transfer of Property of the Company or any of its Subsidiaries that is the subject of a disposition expressly permitted by Section 9.5 hereof to the extent such restrictions are contained in the documents relating to such disposition.Lender; and
Appears in 1 contract
Sources: Credit Agreement (Alico Inc)
Certain Obligations Respecting Subsidiaries. (a) Except as permitted under Section 9.5 hereof, the The Company will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Subsidiaries at all times collectively own (subject to no Lien other than the Lien granted under the Pledge Agreement) at least the same percentage of the issued and outstanding shares of each class of stock or other equity ownership interests of each of its Subsidiaries as is collectively owned by the Company and its Subsidiaries on the Closing Datea Wholly Owned Subsidiary.
(b) In the event that any additional shares of capital stock shall be issued by any Subsidiary of the Company, the respective Obligor agrees forthwith to deliver to the Administrative Agent pursuant to the Security Agreement the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and to take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Agreement.
(c) The Company will nottake such action, and will not permit any cause each of its Material Subsidiaries toto take such action, enter into, after the Closing Date, any indenture, agreement, instrument or other arrangement (other than entering into one or more of the Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or other Investments or the sale, assignment, transfer or other disposition of Property, other than (i) any indenture, agreement, instrument or other arrangement relating from time to Indebtedness of a Subsidiary time as shall be necessary to ensure that all Subsidiaries of the Company acquired by are Subsidiary Guarantors and, thereby, "Obligors" hereunder. Without limiting the Company after generality of the date hereof which was entered into by such Subsidiary prior to the date on which the Company acquired such Subsidiary (and which was not entered into in contemplation of such acquisition)foregoing, provided that the terms and conditions thereof only relate to such Subsidiary and not the Company or its other Subsidiaries and are no more restrictive than the terms and conditions hereof, (ii) any indenture, agreement, instrument or other arrangement effecting the refinancing of any Indebtedness referred to in clause (i) above so long as the prohibitions and restrictions contained in the documents relating to such refinancing are as a whole no less favorable to the Lenders or the obligor in respect of such Indebtedness than the prohibitions and restrictions contained in the documents relating to the Indebtedness being refinanced, (iii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict transfer of rights under the related lease, (iv) restrictions on the transfer of or the granting of Liens on Property of event that the Company or any of its Subsidiaries subject to a Lien expressly permitted by Section 9.6 hereof securing Indebtedness expressly permitted by Section 9.7 hereof to the extent such restrictions are contained in documents evidencing shall form or relating to such Indebtedness and (v) restrictions on the transfer of Property of acquire any new Subsidiary, the Company or the respective Subsidiary will cause such new Subsidiary to become a "Subsidiary Guarantor" (and, thereby, an "Obligor") hereunder pursuant to a written instrument in form and substance satisfactory to each Lender and the Administrative Agent, and to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as any of its Subsidiaries that is Lender or the subject of a disposition expressly permitted by Section 9.5 hereof to the extent such restrictions are contained in the documents relating to such dispositionAdministrative Agent shall have requested.
Appears in 1 contract
Sources: Fourth Amended and Restated Credit Agreement (Cornell Companies Inc)