Creation of Subsidiaries. Borrower shall provide Agent not less than 15 days prior written notice of the formation of a Subsidiary after the date hereof, whether domestic or foreign. Except as set forth herein, Borrower shall take all steps necessary at the request of Lenders to cause each domestic Subsidiary to be a co-borrower hereunder or a guarantor hereof and shall cause such Subsidiary to grant a first priority security interest in all of its assets to Agent on behalf of Lenders and/or cause a pledge of such Subsidiary’s stock in favor of Agent on behalf of Lenders. Borrower shall take all steps necessary at the request of Lenders to pledge in favor of Agent on behalf of Lenders the capital stock of each foreign Subsidiary provided such pledge may be limited to sixty-five percent (65%) of such Subsidiary’s capital stock, Notwithstanding the foregoing, Columbus shall not be required to become a Borrower or guarantor hereof, and unless and until the membership interests of Columbus are evidenced in certificated form. Agent will not require a physical pledge of the membership interests of Columbus (provided nothing herein shall be deemed to release Agent’s security interest in such membership interests). In addition, Agent agrees that from time to time in the future Borrower may form Exempt Subsidiaries. Provided that Agent is given prior notice as required by the first sentence of this Section 6.11, and provided such obligations are in form and substance acceptable to Agent. Borrower shall not, upon Agent’s approval, be required to cause such Exempt Subsidiary to become a Borrower or guarantor hereof, provided that nothing herein shall be deemed to release Agent’s security interest in an Exempt Subsidiary’s capita] stock or membership interests and Agent shall not be deemed to have waived the right to request a physical pledge of such Exempt subsidiary’s capital stock in favor of Agent.
Creation of Subsidiaries. Not, and not permit any of its Subsidiaries that is a Loan Party to, establish, create or acquire any Subsidiary unless the Company or such Subsidiary that is a Loan Party shall have caused the requirements of Section 5.01(i) with respect to such established, created or acquired Subsidiary, and the assets and equity interests of such established, created or acquired Subsidiary, to be satisfied.
Creation of Subsidiaries. The Borrower will not, nor will it permit any of its Subsidiaries to, create any Subsidiary except for the creation of a Wholly Owned Subsidiary of the Borrower or a Specified Affiliate provided that (i) such Subsidiary or Specified Affiliate is organized under the laws of a jurisdiction within the United States of America and (ii) no Default or Event of Default exists immediately prior to or after the creation of such Subsidiary or Specified Affiliate.
Creation of Subsidiaries. The Borrower shall not, and shall not permit any Subsidiary to, create any Subsidiary after the Closing Date unless (a) such Subsidiary is a Wholly Owned Subsidiary, (b) such Subsidiary is organized under the laws of a jurisdiction within the United States of America, (c) such Subsidiary executes at the time of its creation the Security Agreement (together with applicable Uniform Commercial Code financing statements), the Subsidiary Guaranty and the Contribution Agreement (either directly or by executing a supplement thereto) and the Stock of such Subsidiary is pledged to the Agent as Collateral, (d) an opinion of counsel, acceptable to the Agent, is delivered to the Lenders confirming the due organization of such Subsidiary, the enforceability of the Security Agreement, the Subsidiary Guaranty and the Contribution Agreement against such Subsidiary, and such other matters as the Agent may reasonably request, and (e) no Event of Default exists immediately prior to or after the creation of the Subsidiary.
Creation of Subsidiaries. The Company shall not, and shall not suffer or permit any of its Subsidiaries or any Permitted Partnership to, (i) form any additional Subsidiaries other than wholly-owned Subsidiaries, or (ii) enter into any additional partnership, joint venture or similar business arrangement with any Person except a Permitted Partnership whose assets, when combined with the aggregate assets of all other Permitted Partnerships, do not exceed twenty percent (20%) of the consolidated assets of the Company, its consolidated subsidiaries and any Permitted Partnerships. 7.9
Creation of Subsidiaries. None of Holdings or Borrower shall establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that Borrower may establish or create one or more wholly owned Subsidiaries of Borrower without such consent so long as Borrower and its Subsidiaries comply with subsection 7.9 hereof.
Creation of Subsidiaries. Section 4.07 of the Indenture provides that the Company may not create any Subsidiaries. Proceeds of Asset Sales. Section 4.08 of the Indenture provides that the Company shall not consummate any Asset Sale unless (i) the consideration in respect of such Asset Sale is at least equal to the Fair Market Value of the assets sold or otherwise disposed of (which shall be as determined by the Company's Board of Directors, unless such Asset Sale is in excess of U.S.$5,000,000, in which case a fairness opinion from a nationally recognized investment banking firm will be required), (ii) at least 85% of the value of the consideration therefrom received by the Company is in the form of cash or Cash Equivalents or the assumption by the Person acquiring the assets in such Asset Sale of Indebtedness of the Company with the effect that the Company shall not have any obligation with respect to such Indebtedness and (iii) immediately before and immediately after giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing or be anticipated to occur. Limitations on Transactions with Affiliates. Section 4.09 of the Indenture provides that the Company shall not enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property, the rendering of any service or the lending of any funds) with or for the benefit of any of its Affiliates (an "Affiliate Transaction"), except in good faith and on terms that are fair and reasonable to the Company and no less favorable to the Company than those that could have been obtained in a comparable transaction on an arm's length basis from a Person that is not an Affiliate. Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other aggregate market value in any fiscal year in excess of U.S.$1,000,000 must be approved prior to the consummation thereof by the Board of Directors of the Company and evidenced by a Board Resolution stating that such Board of Directors has, in good faith, determined that such transaction complies with the foregoing provisions. The foregoing restrictions will not apply to Permitted Affiliate Transactions.
Creation of Subsidiaries. The Borrower will not, and will not permit any Restricted Subsidiary to, at any time create or acquire any subsidiary.
Creation of Subsidiaries. Not, and not permit any other Loan Party or Domestic Subsidiary to, create any Subsidiary or enter into any joint venture, other than so long as no Event of Default or Unmatured Event of Default then exist or would result therefrom, Subsidiaries in respect of which the provisions of Sections 10.10 shall have been satisfied.
Creation of Subsidiaries. The Borrower shall not, nor shall it permit any of its Subsidiaries to, create or acquire any Subsidiary without the prior written consent of the Required Lenders.
