Common use of Foreign Subsidiaries Clause in Contracts

Foreign Subsidiaries. By not later than (i) with respect to each Foreign Subsidiary in existence as of the Closing Date and owned, in whole or in part, by Borrower or a Material Domestic Subsidiary, the Closing Date and (ii) with respect to each Foreign Subsidiary formed or acquired on or after the Closing Date and owned, in whole or in part, by Borrower or a Material Domestic Subsidiary, forty-five (45) calendar days after the formation or acquisition of such Foreign Subsidiary, execute, or cause to be executed, a Pledge Agreement and such further agreements, documents or instruments, or take such other actions, as Bank reasonably deems necessary in order to effectuate the pledge to Bank of security interests in Borrower’s, and/or Borrower’s Domestic Subsidiaries’, ownership interest in such Foreign Subsidiary (such pledge exclusive of shares of voting stock of such Foreign Subsidiary that represent more than 65% of the voting stock of such Foreign Subsidiary, as described in Section 2.8 hereof), including, without limitation, (A) executing and delivering to each such Foreign Subsidiary, a notice of the pledge of Borrower’s and/or Borrower’s Subsidiaries’ interests therein to Bank, and (B) causing such Foreign Subsidiary to execute and deliver to Bank an acknowledgment of pledge related to Borrower’s and/or such Subsidiaries’ pledge of its or their interest in such Foreign Subsidiary, in each case, in form in substance satisfactory to Bank.

Foreign Subsidiaries. By not later than (i) with respect to each Foreign Subsidiary in existence as of the Closing Date and owned, in whole or in part, by Borrower or a Material Domestic Subsidiary, the Closing Date and Date, (ii) with respect to each Foreign Subsidiary formed or acquired on or after the Closing Date and owned, in whole or in part, by Borrower or a Material Domestic Subsidiary, forty-five (45) calendar days after the formation or acquisition of such Foreign Subsidiary, and (iii) with respect to Biologic Israel, ninety (90) calendar days after the Closing Date, unless on or before such date, Biologic Israel has merged into Borrower or dissolved, execute, or cause to be executed, a Pledge Agreement and such further agreements, documents or instruments, or take such other actions, as Bank reasonably deems necessary in order to effectuate the pledge to Bank of security interests in Borrower’s, and/or Borrower’s Domestic Subsidiaries’, ownership interest in such Foreign Subsidiary (such pledge exclusive of shares of voting stock of such Foreign Subsidiary that represent more than 65% of the voting stock of such Foreign Subsidiary, as described in Section 2.8 hereof), including, without limitation, (A) executing and delivering to each such Foreign Subsidiary, a notice of the pledge of Borrower’s and/or Borrower’s Subsidiaries’ interests therein to Bank, and (B) causing such Foreign Subsidiary to execute and deliver to Bank an acknowledgment of pledge related to Borrower’s and/or such Subsidiaries’ pledge of its or their interest in such Foreign Subsidiary, in each case, in form in substance satisfactory to Bank.

Foreign Subsidiaries. By not later than (i) with respect to each Foreign Subsidiary in existence as of the Closing Date and ownedDate, in whole or in part, by Borrower or a Material Domestic Subsidiary, sixty (60) calendar days after the Closing Date Date, and (ii) with respect to each Foreign Subsidiary formed or acquired on or after the Closing Date and owned, in whole or in part, by Borrower or a Material Domestic SubsidiaryDate, forty-five (45) calendar days after the formation or acquisition of such Foreign Subsidiary, Borrower shall execute, or cause to be executed, a Pledge Agreement and such further agreements, documents or instruments, or take such other actions, as Bank reasonably deems necessary in order to effectuate the pledge to Bank of security interests in Borrower’s, and/or Borrower’s Domestic Subsidiariessubsidiaries’, ownership interest in such Foreign Subsidiary (such pledge exclusive of shares of voting stock of such Foreign Subsidiary that represent more than 65% of the voting stock of such Foreign Subsidiary, as described in Section 2.8 2.4 hereof), including, without limitation, (Ai) executing and delivering to each such Foreign Subsidiary, a notice of the pledge of Borrower’s and/or Borrower’s Subsidiariessubsidiaries’ interests therein to Bank, and (Bii) causing such Foreign Subsidiary to execute and deliver to Bank an acknowledgment of pledge related to Borrower’s and/or such Subsidiariessubsidiaries’ pledge of its or their interest in such Foreign Subsidiary, and (iii) delivering to Bank stock certificates (or comparable certificates of ownership) evidencing Borrower’s and/or such subsidiaries’ ownership interest in such Foreign Subsidiary, accompanied by appropriate assignments separate from stock certificates, in each case, in form in substance satisfactory to Bank.

Foreign Subsidiaries. By not later than (i) with respect to each Foreign Subsidiary in existence as of the Closing Date and owned, in whole or in part, by Borrower or a Material Domestic Subsidiary, the Closing Date and (ii) with respect to each Foreign Subsidiary formed or acquired on or after the Closing Date and owned, in whole or in part, by Borrower or a Material Domestic Subsidiary, forty-five (45) calendar days after the formation or acquisition of such Foreign Subsidiary, execute, or cause to be executed, a Pledge Agreement and such further agreements, documents or instruments, or take such other actions, as Bank reasonably deems necessary in order to effectuate the pledge to Bank of security interests in Borrower’s, and/or Borrower’s Domestic Subsidiaries’, ownership interest in such Foreign Subsidiary (such pledge exclusive of shares of voting stock of such Foreign Subsidiary that represent more than 65% of the voting stock of such Foreign Subsidiary, as described in Section 2.8 2.9 hereof), including, without limitation, (A) executing and delivering to each such Foreign Subsidiary, a notice of the pledge of Borrower’s and/or Borrower’s Subsidiaries’ interests therein to Bank, and (B) causing such Foreign Subsidiary to execute and deliver to Bank an acknowledgment of pledge related to Borrower’s and/or such Subsidiaries’ pledge of its or their interest in such Foreign Subsidiary, in each case, in form in substance satisfactory to Bank.

Foreign Subsidiaries. By not later than (i) with respect to each Foreign Subsidiary in existence as of the Closing Date and owned, in whole or in part, by Borrower or a Material Domestic SubsidiaryDate, the Closing Date Date, and (ii) with respect to each Foreign Subsidiary formed or acquired on or after the Closing Date and owned, in whole or in part, by Borrower or a Material Domestic SubsidiaryDate, forty-five (45) calendar days after the formation or acquisition of such Foreign Subsidiary, execute, or cause to be executed, a Pledge Agreement and such further agreements, documents or instruments, or take such other actions, as Bank reasonably deems necessary in order to effectuate the pledge to Bank of security interests in Borrower’s, and/or Borrower’s Domestic Subsidiaries’, ownership interest in such Foreign Subsidiary (such pledge exclusive of shares of voting stock of such Foreign Subsidiary that represent more than 65% of the voting stock of such Foreign Subsidiary, as described in Section 2.8 hereof), including, without limitation, (A) executing and delivering to each such Foreign Subsidiary, a notice of the pledge of Borrower’s and/or Borrower’s Subsidiaries’ interests therein to Bank, and (B) causing such Foreign Subsidiary to execute and deliver to Bank an acknowledgment of pledge related to Borrower’s and/or such Subsidiaries’ pledge of its or their interest in such Foreign Subsidiary, in each case, in form in substance satisfactory to Bank.

Foreign Subsidiaries. By not later than (i) with respect to each Foreign Subsidiary in existence as of the Closing Date and ownedDate, in whole or in part, by Borrower or a Material Domestic Subsidiary, ten (10) calendar days after the Closing Date Date, and (ii) with respect to each Foreign Subsidiary formed or acquired on or after the Closing Date and owned, in whole or in part, by Borrower or a Material Domestic SubsidiaryDate, forty-five (45) calendar days after the formation or acquisition of such Foreign Subsidiary, Borrower shall execute, or cause to be executed, a Pledge Agreement and such further agreements, documents or instruments, or take such other actions, as Bank reasonably deems necessary in order to effectuate the pledge to Bank of security interests in Borrower’s, and/or Borrower’s Domestic Subsidiaries’, ownership interest in such Foreign Subsidiary (such pledge exclusive of shares of voting stock of such Foreign Subsidiary that represent more than 65% of the voting stock of such Foreign Subsidiary, as described in Section 2.8 2.4 hereof), including, without limitation, (A) executing and delivering to each such Foreign Subsidiary, a notice of the pledge of Borrower’s and/or Borrower’s Subsidiaries’ interests therein to Bank, and (B) causing such Foreign Subsidiary to execute and deliver to Bank an acknowledgment of pledge related to Borrower’s and/or such Subsidiaries’ pledge of its or their interest in such Foreign Subsidiary, in each case, in form in substance satisfactory to Bank.