Common use of Certain Acquisitions Clause in Contracts

Certain Acquisitions. Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, purchase, lease or otherwise acquire (in one transaction or a series of related transactions) any property or assets constituting all or a majority of the Equity Interests in a Person or all or substantially all of a division or line of business of a Person, except acquisitions by the Borrower of the Equity Interests in a Person (the “Issuer”) or of such division or line of business so long as (i) the aggregate consideration paid in connection with all such acquisitions on and after the Amendment No. 1 Effective Date does not exceed $60,000,000; (ii) the Issuer shall be engaged in, or the property and assets acquired shall be used in connection with, the same or related (ancillary or complementary) line of business as the Borrower; (iii) all necessary governmental approvals and third party consents for the acquisition have been obtained without imposing burdensome conditions, all appeal periods have expired and there shall be no governmental or judicial action, pending or threatened, restraining or imposing burdensome conditions on such acquisition; (iv) after giving effect to the acquisition, and on a pro forma basis (including the financial results of the Borrower and the Subsidiaries and the Issuer or the property and assets to be acquired, as the case may be, and giving pro forma effect to any Indebtedness to be incurred in connection with such acquisition) for the period of four consecutive fiscal quarters ending immediately prior to such acquisition, no Event of Default or Default shall have occurred and be continuing and the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying compliance with the conditions set forth in this clause (iv) and setting forth pro forma calculations demonstrating such compliance; and (v) in the case of any such acquisition of capital stock, the Issuer shall become a Subsidiary Guarantor under the Guarantee Agreement and shall comply with the terms and conditions of Section 5.11. (r) Section 6.04(a) of the Credit Agreement is amended to delete the phrase “all or any substantial part” appearing therein and to replace such phrase with the word “any”. (s) Section 6.04(b) of the Credit Agreement is amended and restated in its entirety to read as follows:

Certain Acquisitions. Neither Holdings nor Notwithstanding Section 1.6.2 above, in the Borrower will, nor will they permit any Subsidiary to, purchase, lease or otherwise acquire event that the acquirer in an Acquisition (other than an acquisition in one transaction or a series which the consideration received by the Company's stockholders consists solely of related transactionscash and/or cash equivalents) any property or assets constituting all or a majority does not agree to assume this Warrant at and as of the Equity Interests in a Person closing thereof, this Warrant, to the extent not exercised or all converted on or substantially prior to such closing, shall terminate and be of no further force and effect as of immediately following such closing if all of a division or line of business of a Person, except acquisitions by the Borrower of the Equity Interests in a Person (the “Issuer”) or of such division or line of business so long as following conditions are met: (i) the aggregate consideration paid in connection with all such acquisitions on and after acquirer is subject to the Amendment No. 1 Effective Date does not exceed $60,000,000; reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, (ii) the Issuer shall be engaged in, class of stock or the property and assets acquired shall be used in connection with, the same or related (ancillary or complementary) line of business as the Borrower; (iii) all necessary governmental approvals and third party consents for the acquisition have been obtained without imposing burdensome conditions, all appeal periods have expired and there shall be no governmental or judicial action, pending or threatened, restraining or imposing burdensome conditions on such acquisition; (iv) after giving effect to the acquisition, and on a pro forma basis (including the financial results other security of the Borrower and the Subsidiaries and the Issuer or the property and assets to acquire that would be acquired, as the case may be, and giving pro forma effect to any Indebtedness to be incurred received by Holder in connection with such acquisitionAcquisition were Holder to exercise or convert this Warrant on or prior to the closing thereof is listed for trading on a national securities exchange or approved for quotation on an automated inter-dealer quotation system, (iii) for the period value (determined as of four consecutive fiscal quarters ending the closing of such Acquisition in accordance with the definitive agreements therefor) of the acquirer stock and/or other securities that would be received by Holder in respect of each Share were Holder to exercise or convert this Warrant on or immediately prior to the closing of such acquisitionAcquisition is equal to or greater than 3.5 times the then-effective Warrant Price, no Event of Default or Default shall have occurred and be continuing and the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying compliance with the conditions set forth in this clause (iv) and setting forth pro forma calculations demonstrating Holder would be able to publicly resell all of the acquirer stock and/or other securities that would be received by Holder in such compliance; Acquisition were Holder to exercise or convert this Warrant on or prior to the closing of such Acquisition during the three (3) month period immediately following the closing thereof pursuant to an effective registration statement under the covering such acquirer stock and/or other securities or pursuant to the provisions of Rule 144 under the Act, and (v) the Company provides the Holder with written notice of such Acquisition relating to the foregoing (together with such reasonable information as the Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is received by the case of any such acquisition of capital stock, Holder not less than ten (10) days prior to the Issuer shall become a Subsidiary Guarantor under the Guarantee Agreement and shall comply with the terms and conditions of Section 5.11. (r) Section 6.04(a) closing of the Credit Agreement is amended to delete the phrase “all or any substantial part” appearing therein and to replace such phrase with the word “any”proposed Acquisition. (s) Section 6.04(b) of the Credit Agreement is amended and restated in its entirety to read as follows:

Certain Acquisitions. Neither Holdings nor Notwithstanding Section 1.6.2 above, in the Borrower will, nor will they permit any Subsidiary to, purchase, lease or otherwise acquire event that the acquirer in an Acquisition (other than an acquisition in one transaction or a series which the consideration received by the Company's stockholders consists solely of related transactionscash and/or cash equivalents) any property or assets constituting all or a majority does not agree to assume this Warrant at and as of the Equity Interests in a Person closing thereof, this Warrant, to the extent not exercised or all converted on or substantially prior to such closing, shall terminate and be of no further force and effect as of immediately following such closing if all of a division or line of business of a Person, except acquisitions by the Borrower of the Equity Interests in a Person (the “Issuer”) or of such division or line of business so long as following conditions are met: (i) the aggregate consideration paid in connection with all such acquisitions on and after acquirer is subject to the Amendment No. 1 Effective Date does not exceed $60,000,000; reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, (ii) the Issuer shall be engaged in, class of stock or the property and assets acquired shall be used in connection with, the same or related (ancillary or complementary) line of business as the Borrower; (iii) all necessary governmental approvals and third party consents for the acquisition have been obtained without imposing burdensome conditions, all appeal periods have expired and there shall be no governmental or judicial action, pending or threatened, restraining or imposing burdensome conditions on such acquisition; (iv) after giving effect to the acquisition, and on a pro forma basis (including the financial results other security of the Borrower and the Subsidiaries and the Issuer or the property and assets to acquire that would be acquired, as the case may be, and giving pro forma effect to any Indebtedness to be incurred received by Holder in connection with such acquisitionAcquisition were Holder to exercise or convert this Warrant on or prior to the closing thereof is listed for trading on a national securities exchange or approved for quotation on an automated inter-dealer quotation system, (iii) for the period value (determined as of four consecutive fiscal quarters ending the closing of such Acquisition in accordance with the definitive agreements therefor) of the acquirer stock and/or other securities that would be received by Holder in respect of each Share were Holder to exercise or convert this Warrant on or immediately prior to the closing of such acquisitionAcquisition is equal to or greater than 3.5 times the then-effective Warrant Price, no Event of Default or Default shall have occurred and be continuing and the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying compliance with the conditions set forth in this clause (iv) and setting forth pro forma calculations demonstrating Holder would be able to publicly resell all of the acquirer stock and/or other securities that would be received by Holder in such compliance; Acquisition were Holder to exercise or convert this Warrant on or prior to the closing of such Acquisition during the three (3) month period immediately following the closing thereof pursuant to an effective registration statement under the covering such acquiror stock and/or other securities or pursuant to the provisions of Rule 144 under the Act, and (v) the Company provides the Holder with written notice of such Acquisition relating to the foregoing (together with such reasonable information as the Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is received by the case of any such acquisition of capital stock, Holder not less than ten (10) days prior to the Issuer shall become a Subsidiary Guarantor under the Guarantee Agreement and shall comply with the terms and conditions of Section 5.11. (r) Section 6.04(a) closing of the Credit Agreement is amended to delete the phrase “all or any substantial part” appearing therein and to replace such phrase with the word “any”proposed Acquisition. (s) Section 6.04(b) of the Credit Agreement is amended and restated in its entirety to read as follows:

Certain Acquisitions. Neither Holdings nor Notwithstanding Section 1.6.2 above, in the Borrower will, nor will they permit any Subsidiary to, purchase, lease or otherwise acquire event that the acquirer in an Acquisition (other than an acquisition in one transaction or a series which the consideration received by the Company's stockholders consists solely of related transactionscash and/or cash equivalents) any property or assets constituting all or a majority does not agree to assume this Warrant at and as of the Equity Interests in a Person closing thereof, this Warrant, to the extent not exercised or all converted on or substantially prior to such closing, shall terminate and be of no further force and effect as of immediately following such closing if all of a division or line of business of a Person, except acquisitions by the Borrower of the Equity Interests in a Person (the “Issuer”) or of such division or line of business so long as following conditions are met: (i) the aggregate consideration paid in connection with all such acquisitions on and after acquirer is subject to the Amendment No. 1 Effective Date does not exceed $60,000,000; reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, (ii) the Issuer shall be engaged in, class of stock or the property and assets acquired shall be used in connection with, the same or related (ancillary or complementary) line of business as the Borrower; (iii) all necessary governmental approvals and third party consents for the acquisition have been obtained without imposing burdensome conditions, all appeal periods have expired and there shall be no governmental or judicial action, pending or threatened, restraining or imposing burdensome conditions on such acquisition; (iv) after giving effect to the acquisition, and on a pro forma basis (including the financial results other security of the Borrower and the Subsidiaries and the Issuer or the property and assets to acquire that would be acquired, as the case may be, and giving pro forma effect to any Indebtedness to be incurred received by Holder in connection with such acquisitionAcquisition were Holder to exercise or convert this Warrant on or prior to the closing thereof is listed for trading on a national securities exchange or approved for quotation on an automated inter-dealer quotation system, (iii) for the period value (determined as of four consecutive fiscal quarters ending the closing of such Acquisition in accordance with the definitive agreements therefor) of the acquirer stock and/or other securities that would be received by Holder in respect of each Share were Holder to exercise or convert this Warrant on or immediately prior to the closing of such acquisitionAcquisition is equal to or greater than 3.5 times the then-effective Warrant Price, no Event of Default or Default shall have occurred and be continuing and the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying compliance with the conditions set forth in this clause (iv) and setting forth pro forma calculations demonstrating Holder would be able to publicly resell all of the acquirer stock and/or other securities that would be received by Holder in such compliance; Acquisition were Holder to exercise or convert this. Warrant on or prior to the closing of such Acquisition during the three (3) month period immediately following the closing thereof pursuant to an effective registration statement under the covering such acquiror stock and/or other securities or pursuant to the provisions of Rule 144 under the Act, and (v) the Company provides the Holder with written notice of such Acquisition relating to the foregoing (together with such reasonable information as the Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is received by the case of any such acquisition of capital stock, Holder not less than ten (10) days prior to the Issuer shall become a Subsidiary Guarantor under the Guarantee Agreement and shall comply with the terms and conditions of Section 5.11. (r) Section 6.04(a) closing of the Credit Agreement is amended to delete the phrase “all or any substantial part” appearing therein and to replace such phrase with the word “any”proposed Acquisition. (s) Section 6.04(b) of the Credit Agreement is amended and restated in its entirety to read as follows: