Common use of Restrictions on Acquisitions Clause in Contracts

Restrictions on Acquisitions. No Borrower nor any Subsidiary shall make any Acquisition unless: (i) no Default or Event of Default has occurred which is continuing and no such event shall occur as a result of making such Acquisition; (ii) the assets or entity being purchased will be used to carry on the Business in Canada or the United States; (iii) the purchase would not result in a breach of any of the representations, warranties or covenants contained herein, including financial covenants on a pro forma basis, after giving effect to such Acquisition, as evidenced by a certificate which contains financial covenant calculations in reasonable detail and which has been delivered to the Agent and the Lenders, and is in a form satisfactory to each of them acting reasonably; (iv) for any real property (whether owned or, if the property previously has been used other than as office space, leased, occupied, managed, used or controlled) that is the subject of any purchase, lease or other agreement, by any Borrower or other Obligor or the entity being acquired by such Borrower or other Obligor, the Borrowers shall have delivered to the Agent a recent phase I environmental assessment conducted by a Qualified Environmental Consultant and a phase II environmental assessment conducted by a Qualified Environmental Consultant, if so requested by the Agent upon (i) consultation with the relevant Borrower or other Obligor and (ii) if recommended in the phase I environmental assessment, together with a plan of remediation, satisfactory to the Agent acting reasonably, if any remediation required by Environmental Law is recommended in such assessments; (v) in the case of an Acquisition of shares, the purchase must be “friendly” (i.e., not hostile) and, for certainty, shall not include an offer to acquire securities which has not been recommended by the board of directors of the targeted corporation; and (vi) the target corporation shall comply with Section 11.1(r) if such target corporation would be a Subsidiary and its shares shall be pledged to the Agent pursuant to the Security Documents, provided that nothing in this subsection shall restrict any Borrower’s or any Subsidiary’s ability to make any investment permitted by Section 11.2(d).

Restrictions on Acquisitions. No Except for the Transaction, no Borrower nor any Subsidiary shall make any Acquisition unless: (i) unless no Default or Event of Default has occurred which is continuing and no such event shall occur as a result of making such Acquisition;, and if: (iii) the assets or entity being purchased will be used to carry on the Business in Canada or the United States; (iiiii) the purchase would not result in a breach of any of the representations, warranties or covenants contained herein, including financial covenants on a pro forma basis, after giving effect to such Acquisition, as evidenced by a certificate which contains financial covenant calculations in reasonable detail and which has been delivered to the Agent and the Lenders, and is in a form satisfactory to each of them acting reasonably; (iii) during the term of the Credit Facilities, the Aggregate Consideration of any Acquisition does not exceed US$15,000,000 or the Exchange Equivalent thereof individually, or US$25,000,000 or the Exchange Equivalent thereof in the aggregate per Fiscal Year, unless the prior written consent of the Majority Lenders has been obtained; (iv) for any real property (whether owned or, if the property previously has been used other than as office space, leased, occupied, managed, used or controlled) that is the subject of any purchase, lease or other agreement, by any Borrower or other Obligor or the entity being acquired by such Borrower or other Obligor, the Borrowers shall have delivered to the Agent a recent phase I environmental assessment conducted by a Qualified Environmental Consultant and a phase II environmental assessment conducted by a Qualified Environmental Consultant, if so requested by the Agent upon (i) consultation with the relevant Borrower or other Obligor and (ii) if recommended in the phase I environmental assessment, together with a plan of remediation, satisfactory to the Agent acting reasonably, if any remediation required by Environmental Law is recommended in such assessments; (v) in the case of an Acquisition of shares, the purchase must be “"friendly” " (i.e., not hostile) and, for certainty, shall not include an offer to acquire securities which has not been recommended by the board of directors of the targeted corporation; and (vi) the target corporation shall comply with Section 11.1(r11.1(o) if such target corporation would be a Subsidiary and its shares shall be pledged to the Agent pursuant to the Security Documents, . provided that nothing in this subsection shall restrict any Borrower’s 's or any Subsidiary’s 's ability to make any investment permitted by Section 11.2(d).

Restrictions on Acquisitions. No Neither Borrower nor any Subsidiary shall make any Acquisition unless: (i) unless no Default or Event of Default has occurred which is continuing and no such event shall occur as a result of making such Acquisition;, and if: (iii) the assets or entity being purchased will be used to carry on the Business in Canada or the United States; (iiiii) the purchase would not result in a breach of any of the representations, warranties or covenants contained herein, including financial covenants on a pro forma basis, after giving effect to such Acquisition, as evidenced by a certificate which contains financial covenant calculations in reasonable detail and which has been delivered to the Agent and the Lenders, and is in a form satisfactory to each of them acting reasonably; (iii) during the term of the Credit Facilities, the Aggregate Consideration of any Acquisition does not exceed US$10,000,000 or the Exchange Equivalent thereof individually, or US$25,000,000 or the Exchange Equivalent thereof in the aggregate per Fiscal Year, unless the prior written consent of the Majority Lenders has been obtained; (iv) for any real property (whether owned or, if the property previously has been used other than as office space, leased, occupied, managed, used or controlled) that is the subject of any purchase, lease or other agreement, by any either Borrower or other Obligor or the entity being acquired by such Borrower or other Obligor, the Borrowers shall have delivered to the Agent a recent phase I environmental assessment conducted by a Qualified Environmental Consultant and a phase II environmental assessment conducted by a Qualified Environmental Consultant, if so requested by the Agent upon (i) consultation with the relevant Borrower or other Obligor and (ii) if recommended in the phase I environmental assessment, together with a plan of remediation, satisfactory to the Agent acting reasonably, if any remediation required by Environmental Law is recommended in such assessments; (v) in the case of an Acquisition of shares, the purchase must be “friendly” (i.e., not hostile) and, for certainty, shall not include an offer to acquire securities which has not been recommended by the board of directors of the targeted corporation; and (vi) the target corporation shall comply with Section 11.1(r11.1(o) if such target corporation would be a Subsidiary and its shares shall be pledged to the Agent pursuant to the Security Documents, . provided that nothing in this subsection shall restrict any either Borrower’s 's or any Subsidiary’s 's ability to make any investment permitted by Section 11.2(d).