Common use of Limitation on Creation of Subsidiaries Clause in Contracts

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment permitted under Section 6.04 or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with.

Appears in 4 contracts

Sources: Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding Corp.)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment permitted under made pursuant to Section 6.04 6.04(f) or 6.04(i) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) 5.11 shall be complied with.

Appears in 3 contracts

Sources: Credit Agreement (Adesa Inc), Credit Agreement (Adesa Inc), Credit Agreement (Adesa Inc)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of BorrowerSubsidiaries, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment permitted under made pursuant to Section 6.04 6.04(f), or (iii) acquire one or more Subsidiaries in connection with a Permitted AcquisitionAcquisition or another Investment permitted hereunder, so long as, in each case, Section 5.11(b) 5.11 shall be complied with.

Appears in 3 contracts

Sources: Credit Agreement (BioScrip, Inc.), Credit Agreement (BioScrip, Inc.), Credit Agreement (BioScrip, Inc.)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower and its Subsidiaries may (i) establish or create one or more Wholly Owned Subsidiaries of BorrowerSubsidiaries, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment permitted under made pursuant to Section 6.04 or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with.

Appears in 3 contracts

Sources: Second Lien Credit Agreement (CPI International Holding Corp.), Credit Agreement (CPI International Holding Corp.), Credit Agreement (CPI International, Inc.)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided provided, that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of BorrowerSubsidiaries, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment permitted under made pursuant to Section 6.04 6.04(f) or (iii) acquire one or more Subsidiaries in connection with a Permitted AcquisitionAcquisition or another Investment permitted hereunder, so long as, in each case, Section 5.11(b) 5.10 shall be complied with.

Appears in 3 contracts

Sources: Credit Agreement (Edgen Group Inc.), Credit Agreement (Edgen Group Inc.), Credit Agreement (Edgen Group Inc.)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower Loan Parties may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, Holdings or (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment permitted under made pursuant to Section 6.04 6.04(d), (k), (m), (n), (o) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisitionp), so long as, in each case, Section 5.11(b) shall be complied with.

Appears in 2 contracts

Sources: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis South America Holdings LLC)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of BorrowerSubsidiaries, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment permitted under made pursuant to Section 6.04 6.04(f), or (iii) acquire one or more Subsidiaries in connection with a Permitted AcquisitionAcquisition or another Investment permitted hereunder, so long as, in each case, Section 5.11(b) 5.12 shall be complied with.

Appears in 2 contracts

Sources: Second Lien Term Loan Agreement (Critical Homecare Solutions Holdings, Inc.), First Lien Credit Agreement (Critical Homecare Solutions Holdings, Inc.)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower Loan Parties may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, Holdings or (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment permitted under made pursuant to Section 6.04 6.04(d), (k), (m), (o) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisitionp), so long as, in each case, Section 5.11(b) shall be complied with.

Appears in 2 contracts

Sources: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis South America Holdings LLC)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment permitted under Section 6.04 or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with.

Appears in 1 contract

Sources: Credit Agreement (PAS, Inc.)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, Borrower or (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment permitted under Section 6.04 or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied withwith to the extent required by such section.

Appears in 1 contract

Sources: Credit Agreement (Ducommun Inc /De/)

Limitation on Creation of Subsidiaries. EstablishAfter the Effective Date, establish, create or acquire any additional Subsidiaries without the prior written consent of the Required LendersAdministrative Agent; provided that, without such consent, the Borrower may may: (i) establish or create one or more Wholly Owned Subsidiaries of the Borrower, ; and (ii) establish, create or acquire one or more Wholly Owned Subsidiaries in connection with an Investment permitted under pursuant to Section 6.04 or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with6.04.

Appears in 1 contract

Sources: Credit Agreement (National General Holdings Corp.)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment permitted under made pursuant to Section 6.04 or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b5.10(b) shall be complied with.

Appears in 1 contract

Sources: Credit Agreement (Norcraft Holdings, L.P.)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, either Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of such Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment permitted under made pursuant to Section 6.04 or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b5.10(b) shall be complied with.

Appears in 1 contract

Sources: Credit Agreement (Bearingpoint Inc)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of BorrowerSubsidiaries, or (ii) establish, create or acquire one or more Domestic Subsidiaries in connection with an Investment permitted here under Section 6.04 or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition6.04, so long as, in each case, Section 5.11(b) 5.11 shall be complied with.

Appears in 1 contract

Sources: Credit Agreement (PHC Inc /Ma/)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment permitted under made pursuant to Section 6.04 6.04(f) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b5.10(b) shall be complied with.

Appears in 1 contract

Sources: Credit Agreement (Itron Inc /Wa/)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment permitted under made pursuant to Section 6.04 6.04(e) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with.

Appears in 1 contract

Sources: Credit Agreement (SFBC International Inc)