Acquisitions Sample Clauses

Acquisitions. (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(b), neither Parent nor any International Parent Distributor shall be (i) deemed to be in violation of this Agreement or any International Selling Agreement or (ii) obligated hereunder or under any International Selling Agreement to take any action (including to make any adjustment to commissions, economic inducements or other benefits for the Sales Force), if such violation would arise, or such action would be required to be taken, solely as a result of Parent or one of its Affiliates acquiring assets or a business of any Person engaged in the distribution of financial services products following the date of this Agreement; provided, however, that nothing in this Section 3.6(a) shall limit or restrict any obligations that Parent or any International Parent Distributor has to distribute on an exclusive basis a Product or a New Product offered by a Purchaser Insurer if such Purchaser Insurer has the right under this Agreement or any International Selling Agreement to be the exclusive provider of such Product or New Product to such International Parent Distributor. (b) If, at any time prior to the seventh anniversary of the date of this Agreement, (i) Parent acquires a Target Business (as defined in the Acquisition Agreement), of which the net revenues and net earnings (in each case, calculated in a manner consistent with Section 6.17(a)(x) of the Acquisition Agreement, and, for the avoidance of doubt, excluding realized gains) derived from a Competitive Business (as defined in the Acquisition Agreement) are more than a de minimis amount, and (ii) Parent or its Affiliates are permitted to acquire such Target Business pursuant to Sections 6.17(a)(x) or 6.17(a)(xi) of the Acquisition Agreement, then Purchaser through the Purchaser Insurers shall have the right during the remainder of such seven-year period to be a provider to each Target Affiliated Distributor, if any, on a non-exclusive Level Playing Field basis, of any life insurance or annuity product that is distributed by such Target Affiliated Distributor on a non-exclusive basis either immediately before or following such acquisition; provided, that such right shall be subject to any applicable contractual or other restrictions by which such Target Affiliated Distributor is bound.

Acquisitions. Acquire (other than by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary and usual course of business consistent with past practice) all or any portion of the assets, business, deposits or properties of any other entity.

Acquisitions. Acquired the capital stock or other securities or any ownership interest in, or substantially all of the assets of, any other Person;

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which re...

Acquisitions acquire any further assets other than the Ships and rights arising under contracts entered into by or on behalf of the Borrowers in the ordinary course of their businesses of owning, operating and chartering the Ships;

Acquisitions. The Borrower will not, nor will it permit any Subsidiary, to make any Acquisition other than a Permitted Acquisition.

Acquisitions. The Borrower shall not, and shall not permit any Subsidiary to make (a) any single Acquisition during the period commencing on the Agreement Date and ending on December 31, 1996, or during any fiscal year ending after December 31, 1996, the Acquisition Consideration for which exceeds $2,500,000; (b) any single Acquisition during the period commencing on the Agreement Date and ending on December 31, 1996, or during any fiscal year ending after December 31, 1996, if, during any such period, aggregate Acquisition Consideration given by the Borrower and the Subsidiaries for Acquisitions prior to such Acquisition shall have equalled or exceeded $5,000,000; (c) any Acquisition, unless (i) the Lenders shall have received prior written notice at least 30 Business Days prior to the date of such transaction, (ii) the Administrative Lender shall have received at least 10 Business Days prior to the date of such transaction a Compliance Certificate in the form required by Section 6.3 hereof, but setting forth the covenant calculations described in Section 6.3(a) hereof both prior to and after giving effect to the proposed transaction, (iii) no Default or Event of Default shall exist prior to or after such Acquisition, (iv) the Person who is, or whose assets are being, acquired is engaged in the Borrower's Business, (v) the capital stock, partnership interests and Intercompany Notes, as applicable, of the Subsidiary being acquired are pledged pursuant to the appropriate Pledge Agreement, (vi) the assets of the Subsidiary being acquired, or the assets being acquired, are pledged pursuant to the appropriate Security Agreement, (vii) the Subsidiary being acquired becomes party to a Subsidiary Guaranty, and (d) any Acquisition the aggregate Acquisition Consideration for which equals or exceeds $2,500,000 unless (in addition to the foregoing requirements and limitations) each Lender receives financial projections in form and substance acceptable to the Lenders and demonstrating compliance with (i) the covenants described in Section 6.3(a) hereof and (ii) the required repayments as a result of the reductions in the Commitment set forth in Section 2.6(c) hereof, each after giving effect to such acquisition and for the period beginning on such date of acquisition and ending on the Maturity Date.

Acquisitions. The Borrower shall not, and shall not suffer or permit any other Company to make any Acquisitions other than Permitted Acquisitions.

Acquisitions. Make any Acquisition other than a Permitted Acquisition.