Common use of Creation of Subsidiaries Clause in Contracts

Creation of Subsidiaries. None of the Credit Parties shall create or permit to exist any Subsidiary unless (a) one hundred percent (100%) of the Capital Stock or other equity interests of such Subsidiary are owned by a Credit Party, (b) prior to the formation of such Subsidiary, the Borrower shall notify the Administrative Agent and the Lenders thereof in writing, and (c) within ten (10) Business Days of the formation of such Subsidiary, the Credit Parties shall, (i) take all steps as may be necessary or advisable in the opinion of the Administrative Agent to pledge to the Administrative Agent, for the benefit of the Lenders and the Agent, on a perfected, first-priority basis, all of the Capital Stock of such Subsidiary (limited, in the case of any foreign Subsidiary that is a controlled foreign corporation under Section 957 of the Internal Revenue Code, to a pledge of 65% of the Capital Stock of each such Subsidiary to the extent the pledge of any greater percentage would result in material adverse tax consequences to the Borrower) pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent, which such pledge agreement shall be a Pledge Agreement and a Security Document hereunder, (ii) cause any such Subsidiary to guaranty all of the Obligations hereunder pursuant to a guaranty in form and substance satisfactory to the Administrative Agent, which such guaranty shall be a Guaranty and a Security Document hereunder, (iii) cause any such Subsidiary to take all steps as may be necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a first priority, perfected security interest in substantially all of its assets as collateral security for such guaranty, pursuant to security documents, mortgages, pledges and other documents in form and substance satisfactory to the Administrative Agent, each of which documents shall be Security Documents hereunder, and (iv) deliver to the Administrative Agent all such evidence of corporate or other authorization, legal opinions (including local counsel opinions where applicable) and other documentation as the Administrative Agent may request.

Creation of Subsidiaries. None of the Credit Parties shall create or permit to exist any Subsidiary unless (a) one hundred percent (100%) of the Capital Stock or other equity interests of such Subsidiary are owned by a Credit Party, (b) prior to the formation of such Subsidiary, the Borrower shall notify the Administrative Agent and the Lenders thereof in writing, and (c) within ten (10) Business Days of the formation of such Subsidiary, the Credit Parties shall, (i) take all steps as may be necessary or advisable in the opinion of the Administrative Agent to pledge to the Administrative Agent, for the benefit of the Lenders and the Agent, on a perfected, first-priority basis, all of the Capital Stock of such Subsidiary (limited, in the case of any foreign Subsidiary that is a "controlled foreign corporation corporation" under Section 957 of the Internal Revenue Code, to a pledge of 65% of the Capital Stock of each such Subsidiary to the extent the pledge of any greater percentage would result in material adverse tax consequences to the Borrower) pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent, which such pledge agreement shall be a Pledge Agreement and a Security Document hereunder, (ii) cause any such Subsidiary to guaranty all of the Obligations hereunder pursuant to a guaranty in form and substance satisfactory to the Administrative Agent, which such guaranty shall be a Guaranty and a Security Document hereunder, (iii) cause any such Subsidiary to take all steps as may be necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a first second priority, perfected security interest (subject only to the concurrent pledge in favor of the Senior Credit Facility Agent) in substantially all of its assets as collateral security for such guaranty, pursuant to security documents, mortgages, pledges and other documents in form and substance satisfactory to the Administrative Agent, each of which documents shall be Security Documents hereunder, and (iv) deliver to the Administrative Agent all such evidence of corporate or other authorization, legal opinions (including local counsel opinions where applicable) and other documentation as the Administrative Agent may request.

Creation of Subsidiaries. None of the Credit Transaction Parties shall create or permit to exist any Subsidiary (not existing on the Third Amendment Effective Date and other than Subsidiaries disclosed in ss.7.18 hereof) unless (a) one hundred percent (100%) of the Capital Stock capital stock or other equity interests of such Subsidiary are owned by a Credit PartyGuarantor or the Borrower, (b) prior to the formation of such Subsidiary, the Borrower shall notify the Administrative Agent and the Lenders Banks thereof in writing, and (c) within ten (10) Business Days of contemporaneously with the formation of such Subsidiary, the Credit Parties Borrower shall, or shall cause such other Transaction Party to, (i) take all steps as may be necessary or advisable in the opinion of the Administrative Agent to pledge to the Administrative Agent, for the benefit of the Lenders Banks and the Agent, on a perfected, first-priority basis, all of the Capital Stock capital stock or other equity interests of such Subsidiary (limited, in the case of any foreign Subsidiary except that is a controlled foreign corporation under Section 957 of the Internal Revenue Code, to a pledge of 65% of the Capital Stock of each (or such Subsidiary to the extent the pledge of any greater larger percentage would result in as may be permitted without creating material adverse tax consequences to for the BorrowerBorrower under the Code) of the capital stock of Hadco Singapore, Hadco Ireland, Hadco Scotland, Hadco FSC, CCIR International and Hadco Malaysia shall be pledged) pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent, which such pledge agreement shall be a Stock Pledge Agreement and a Security Document hereunder, (ii) cause any such Subsidiary which is or is to become a Guarantor to guaranty all of the Obligations hereunder pursuant to a guaranty in the form and substance satisfactory to the Administrative Agentof EXHIBIT E hereto, which such guaranty shall be a Guaranty and a Security Document hereunder, (iii) cause any such Subsidiary which is or is to become a Guarantor to take all steps as may be necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders Banks and the Administrative Agent, a first priority, perfected security interest in substantially all of its assets as collateral security for such guaranty, pursuant to security documents, mortgages, pledges and other documents in form and substance satisfactory to the Administrative Agent, each of which documents shall be Security Documents hereunder, and (iv) deliver to the Administrative Agent all such evidence of corporate or other authorization, legal opinions (including local counsel opinions where applicable) and other documentation as the Administrative Agent may request."

Creation of Subsidiaries. None Neither the Parent nor the Borrower shall, or shall permit any of the Credit Parties shall their `Subsidiaries to, create or permit to exist any Subsidiary unless (a) one hundred percent (100%) of the Capital Stock or other equity interests of such Subsidiary are owned by a Credit PartyGuarantor or the Borrower, (b) prior to the formation of such Subsidiary, the Parent and the Borrower shall notify the Administrative Agent and the Lenders thereof in writingwriting and deliver to the Administrative Agent an updated SCHEDULE 6.18, and (c) within ten (10) Business Days of contemporaneously with the formation of such any Domestic Subsidiary, the Credit Parties Parent and the Borrower shall, and shall cause each of their Subsidiaries to, (i) take all steps as may be necessary or advisable in the opinion of the Administrative Agent to pledge to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, on a perfected, first-priority basis, all of the Capital Stock or other equity interests of such Domestic Subsidiary (limited, in the case of any foreign Subsidiary that is a controlled foreign corporation under Section 957 of the Internal Revenue Code, to a pledge of 65% of the Capital Stock of each such Subsidiary to the extent the pledge of any greater percentage would result in material adverse tax consequences to the Borrower) pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent, which such pledge agreement shall be a Pledge Agreement and a Security Document hereunder, (ii) cause any such Domestic Subsidiary to guaranty all of the Obligations hereunder pursuant to a guaranty in form and substance satisfactory to the Administrative Agent, which such guaranty shall be a Guaranty and a Security Document hereunder, (iii) cause any such Subsidiary to take all steps as may be necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a first prioritypriority (subject to the Lien of the Term Loan Agent on Fixed Asset Collateral), perfected security interest in substantially all of its assets as collateral security for such guarantyGuaranty, pursuant to security documents, mortgages, pledges and other documents in form and substance satisfactory to the Administrative Agent, each of which documents shall be a Security Documents Document hereunder, and (iv) deliver to the Administrative Agent all such evidence of corporate or other authorization, legal opinions (including local counsel opinions where applicable) and other documentation as the Administrative Agent may request, and (d) contemporaneously with the formation of any Foreign Subsidiary, the Parent and the Borrower shall, and shall cause each of their Subsidiaries to, take all steps as may be necessary or advisable in the opinion of the Administrative Agent to pledge to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, sixty-five percent (65%) of the Capital Stock or other equity interests of such Foreign Subsidiary pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent, which such pledge agreement shall be a Pledge Agreement and a Security Document hereunder.

Creation of Subsidiaries. None of the Credit Parties shall create or permit to exist any Subsidiary unless (a) one hundred percent (100%) of the Capital Stock or other equity interests of such Subsidiary are owned by a Credit Party, (b) prior to the formation of such Subsidiary, the Borrower shall notify the Administrative provide Agent and the Lenders thereof in writing, and (c) within ten (10) Business Days not less than 15 days prior written notice of the formation of such Subsidiarya Subsidiary after the date hereof, the Credit Parties shallwhether domestic or foreign. Except as set forth herein, (i) Borrower shall take all steps as may necessary at the request of Lenders to cause each domestic Subsidiary to be necessary a co-borrower hereunder or advisable a guarantor hereof and shall cause such Subsidiary to grant a first priority security interest in the opinion of the Administrative Agent to pledge to the Administrative Agent, for the benefit of the Lenders and the Agent, on a perfected, first-priority basis, all of the Capital Stock its assets to Agent on behalf of such Subsidiary (limited, in the case of any foreign Subsidiary that is a controlled foreign corporation under Section 957 of the Internal Revenue Code, to 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 Capital Stock membership interests of each Columbus (provided nothing herein shall be deemed to release Agent’s security interest in such Subsidiary membership interests). In addition, Agent agrees that from time to time in the extent future Borrower may form Exempt Subsidiaries. Provided that Agent is given prior notice as required by the pledge first sentence of any greater percentage would result in material adverse tax consequences to the Borrower) pursuant to a pledge agreement this Section 6.11, and provided such obligations are in form and substance satisfactory acceptable to the Administrative Agent. Borrower shall not, which upon Agent’s approval, be required to cause such pledge agreement Exempt Subsidiary to become a Borrower or guarantor hereof, provided that nothing herein shall be a Pledge Agreement and a Security Document hereunder, (ii) cause any such Subsidiary deemed to guaranty all of the Obligations hereunder pursuant to a guaranty in form and substance satisfactory to the Administrative release Agent, which such guaranty shall be a Guaranty and a Security Document hereunder, (iii) cause any such Subsidiary to take all steps as may be necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a first priority, perfected ’s security interest in substantially all 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 its assets as collateral security for such guaranty, pursuant to security documents, mortgages, pledges and other documents Exempt subsidiary’s capital stock in form and substance satisfactory to the Administrative favor of Agent, each of which documents shall be Security Documents hereunder, and (iv) deliver to the Administrative Agent all such evidence of corporate or other authorization, legal opinions (including local counsel opinions where applicable) and other documentation as the Administrative Agent may request.

Creation of Subsidiaries. None Neither the Parent nor the Borrower shall, or shall permit any of the Credit Parties shall their Subsidiaries to, create or permit to exist any Subsidiary unless (a) one hundred percent (100%) of the Capital Stock or other equity interests of such Subsidiary are owned by a Credit Partythe Guarantors or the Borrower, (b) prior to the formation of such Subsidiary, the Parent and the Borrower shall notify the Administrative Agent and the Lenders thereof in writingwriting and deliver to the Administrative Agent an updated SCHEDULE 6.18, and (c) within ten (10) Business Days of contemporaneously with the formation of such any Domestic Subsidiary, the Credit Parties Parent and the Borrower shall, and shall cause each of their Subsidiaries to, (i) take all steps as may be necessary or advisable in the opinion of the Administrative Agent to pledge to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, on a perfected, firstsecond-priority basis, all of the Capital Stock or other equity interests of such Domestic Subsidiary (limited, in the case of any foreign Subsidiary that is a controlled foreign corporation under Section 957 of the Internal Revenue Code, to a pledge of 65% of the Capital Stock of each such Subsidiary to the extent the pledge of any greater percentage would result in material adverse tax consequences to the Borrower) pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent, which such pledge agreement shall be a Pledge Agreement and a Security Document hereunder, (ii) cause any such Domestic Subsidiary to guaranty all of the Obligations hereunder pursuant to a guaranty in form and substance satisfactory to the Administrative Agent, which such guaranty shall be a Guaranty and a Security Document hereunder, (iii) cause any such Subsidiary to take all steps as may be necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a first priority, perfected security interest in substantially the Fixed Asset Collateral owned by such Subsidiary and a second priority security interest in and to all other Collateral (subject to the Liens of its assets the Revolving Credit Agent under the Revolving Credit Agreement and related documents) owned by such Subsidiary, as collateral security for such guarantyGuaranty, pursuant to security documents, mortgages, pledges and other documents in form and substance satisfactory to the Administrative Agent, each of which documents shall be a Security Documents Document hereunder, and (iv) deliver to the Administrative Agent all such evidence of corporate or other authorization, legal opinions (including local counsel opinions where applicable) and other documentation as the Administrative Agent may request, and (d) contemporaneously with the formation of any Foreign Subsidiary, the Parent and the Borrower shall, and shall cause each of their Subsidiaries to, take all steps as may be necessary or advisable in the opinion of the Administrative Agent to pledge to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent (subject to the Liens of the Revolving Credit Agent under the Revolving Credit Agreement), sixty-five percent (65%) of the Capital Stock or other equity interests of such Foreign Subsidiary pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent, which such pledge agreement shall be a Pledge Agreement and a Security Document hereunder.

Creation of Subsidiaries. None of the Credit Parties shall create or permit to exist any Subsidiary unless (a) one hundred percent (100%) of the Capital Stock or other equity interests of such Subsidiary are owned by a Credit Party, (b) prior to the formation of such Subsidiary, the Borrower shall notify the Administrative provide Agent and the Lenders thereof in writing, and (c) within ten (10) Business Days not less than 15 days prior written notice of the formation of such Subsidiarya Subsidiary after the date hereof, the Credit Parties shallwhether domestic or foreign. Except as set forth herein, (i) Borrower shall take all steps as may necessary at the request of Lenders to cause each domestic Subsidiary to be necessary a co-borrower hereunder or advisable a guarantor hereof and shall cause such Subsidiary to grant a first priority security interest in the opinion of the Administrative Agent to pledge to the Administrative Agent, for the benefit of the Lenders and the Agent, on a perfected, first-priority basis, all of the Capital Stock its assets to Agent on behalf of such Subsidiary (limited, in the case of any foreign Subsidiary that is a controlled foreign corporation under Section 957 of the Internal Revenue Code, to 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 Capital Stock membership interests of each Columbus (provided nothing herein shall be deemed to release Agent’s security interest in such Subsidiary membership interests). In addition, Agent agrees that from time to time in the extent future Borrower may form Exempt Subsidiaries. Provided that Agent is given prior notice as required by the pledge first sentence of any greater percentage would result in material adverse tax consequences to the Borrower) pursuant to a pledge agreement this Section 6.11, and provided such obligations are in form and substance satisfactory acceptable to the Administrative Agent, which Borrower shall not, upon Agent’s approval, be required to cause such pledge agreement Exempt Subsidiary to become a Borrower or guarantor hereof, provided that nothing herein shall be a Pledge Agreement and a Security Document hereunder, (ii) cause any such Subsidiary deemed to guaranty all of the Obligations hereunder pursuant to a guaranty in form and substance satisfactory to the Administrative release Agent, which such guaranty shall be a Guaranty and a Security Document hereunder, (iii) cause any such Subsidiary to take all steps as may be necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, a first priority, perfected ’s security interest in substantially all an Exempt Subsidiary’s capital stock or membership interests and Agent shall not be deemed to have waived the right to request a physical pledge of its assets as collateral security for such guaranty, pursuant to security documents, mortgages, pledges and other documents Exempt Subsidiary’s capital stock in form and substance satisfactory to the Administrative favor of Agent, each of which documents shall be Security Documents hereunder, and (iv) deliver to the Administrative Agent all such evidence of corporate or other authorization, legal opinions (including local counsel opinions where applicable) and other documentation as the Administrative Agent may request.