Common use of Limitation on Creation of Subsidiaries Clause in Contracts

Limitation on Creation of Subsidiaries. The Company shall not create or acquire, nor permit any of its Restricted Subsidiaries to create or acquire, any Subsidiary other than (i) a Restricted Subsidiary existing as of the date of this Indenture, (ii) a Restricted Subsidiary conducting a business similar or reasonably related to the business of the Company and its Subsidiaries as conducted on the Issue Date, or (iii) an Unrestricted Subsidiary; provided, however, that each Restricted Subsidiary which is a Domestic Subsidiary acquired or created pursuant to clause (ii) shall have executed a Guarantee, satisfactory in form and substance to the Trustee (and with such documentation relating thereto as the Trustee shall require, including, without limitation, a supplement or amendment to this Indenture and opinions of counsel as to the enforceability of such Guarantee), pursuant to which such Restricted Subsidiary shall become a Guarantor. Neither the Company nor any of the Guarantors will transfer any assets to a Domestic Restricted Subsidiary which is not a Guarantor unless such Restricted Subsidiary simultaneously with such transfer executes a Guarantee satisfactory in form and substance to the Trustee (together with the documentation referred to in the preceding sentence) pursuant to which such Restricted Subsidiary shall become a Guarantor.

Appears in 2 contracts

Samples: Covenants (Hayes Lemmerz International Inc), Hayes Lemmerz International Inc

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Limitation on Creation of Subsidiaries. The Company shall not create or acquire, nor permit any of its Restricted Subsidiaries to create or acquire, any Subsidiary other than (i) a Restricted Subsidiary existing as of the date of this Indenture, (ii) a Restricted Subsidiary conducting a business similar or reasonably related to the business of the Company and its Subsidiaries as conducted on the Issue Date, or (iii) an Unrestricted Subsidiary; provided, however, that each Restricted Subsidiary which is a Domestic Subsidiary acquired or created pursuant to clause (ii) shall have executed a Guaranteeguarantee, satisfactory in form and substance to the Trustee (and with such documentation relating thereto as the Trustee shall require, including, without limitation, a supplement or amendment to this Indenture and opinions of counsel as to the enforceability of such Guaranteeguarantee), pursuant to which such Restricted Subsidiary shall become a Guarantor. Neither the Company nor any of the Guarantors will transfer any assets to a Domestic Restricted Subsidiary which is not a Guarantor unless such Restricted Subsidiary simultaneously with such transfer executes a Guarantee guarantee satisfactory in form and substance to the Trustee (together with the documentation referred to in the preceding sentence) pursuant to which such Restricted Subsidiary shall become a Guarantor.

Appears in 2 contracts

Samples: Covenants (Hayes Wheels International Inc), Indenture (MWC Acquisition Sub Inc)

Limitation on Creation of Subsidiaries. The Company shall not create or acquire, nor permit any of its Restricted Subsidiaries to create or acquire, any Subsidiary other than (i) a Restricted Subsidiary existing as of the date of this IndentureIssue Date, (ii) a Restricted Subsidiary conducting a business similar or reasonably related to that is acquired in connection with the business of acquisition by the Company of a radio station or radio broadcast license (and its Subsidiaries as conducted on which Restricted Subsidiary was not expressly created in contemplation of such acquisition); (iii) a Restricted Subsidiary created after the Issue Date, ; or (iiiiv) an Unrestricted Subsidiary; provided, however, that each Restricted Subsidiary which is a Domestic Subsidiary acquired or created pursuant to clause (ii) or (iii) shall have executed an unconditional guarantee (a "Guarantee") of all of the Company's obligations under the Securities and this Indenture on the terms set forth in Article Ten, satisfactory in form and substance to the Trustee (and with such documentation relating thereto as the Trustee shall require, including, without limitation, limitation a supplement or amendment to this Indenture and opinions Opinions of counsel Counsel as to the enforceability of such Guarantee), pursuant to which such Restricted Subsidiary shall become a Guarantor. Neither the Company nor any of the Guarantors will transfer any assets to a Domestic Restricted Subsidiary which is not a Guarantor unless such Restricted Subsidiary simultaneously with such transfer executes a Guarantee satisfactory in form and substance to the Trustee (together with the documentation referred to in the preceding sentence) pursuant to which such Restricted Subsidiary shall become a Guarantor.

Appears in 1 contract

Samples: Indenture (Spanish Broadcasting System Inc)

Limitation on Creation of Subsidiaries. The Company Issuer shall not create or acquire, nor permit any of its Restricted Subsidiaries to create or acquire, any Subsidiary other than (i) a Restricted Subsidiary existing as of that is acquired or created in connection with an acquisition by the date of this Indenture, Issuer or (ii) a Restricted Subsidiary conducting a business similar or reasonably related to the business of the Company and its Subsidiaries as conducted on the Issue Date, or (iii) an Unrestricted Subsidiary; provided, however, that each Restricted Subsidiary which is a Domestic Subsidiary acquired or created pursuant to clause (iii) shall have executed at the time it has either assets or stockholder's equity in excess of $200,000 execute a Guarantee, satisfactory guarantee in the form and substance to the Trustee (and with such documentation relating thereto attached as the Trustee shall require, including, without limitation, a supplement or amendment Exhibit G to this Indenture and opinions of counsel as to the enforceability of such Guarantee)Indenture, pursuant to which such Restricted Subsidiary shall become a Guarantor. Neither the Company nor any of the Guarantors will transfer any assets Guarantor which Guarantee shall be subordinated to a Domestic Restricted Subsidiary which is not a Guarantor unless such Restricted Subsidiary simultaneously with such transfer executes a Guarantee satisfactory in form and substance Subsidiary's guarantee of or pledge to secure any other Indebtedness that constitutes Senior Indebtedness to the Trustee same extent as Notes are subordinated to Senior Indebtedness. Notwithstanding the foregoing, any such Guarantee shall provide by its terms that it shall be automatically and unconditionally released and discharged upon certain mergers, consolidations, sales and other dispositions (together including, without limitation, by foreclosure) in accordance with the documentation referred to in the preceding sentence) pursuant to which such Restricted Subsidiary shall become a Guarantorthis Indenture.

Appears in 1 contract

Samples: Indenture (United Industries Corp)

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Limitation on Creation of Subsidiaries. The If (a) the Company or any Restricted Subsidiary shall organize, acquire or otherwise invest in another Person that becomes a Restricted Subsidiary, or (b) any Restricted Subsidiary that is not already a Guarantor shall become an obligor under the Senior Credit Facility, then the Company shall not create or acquire, nor permit any of its cause such Restricted Subsidiaries Subsidiary to create or acquire, any Subsidiary other than (i) a Restricted Subsidiary existing as of the date of this Indenture, (ii) a Restricted Subsidiary conducting a business similar or reasonably related to the business of the Company execute and its Subsidiaries as conducted on the Issue Date, or (iii) an Unrestricted Subsidiary; provided, however, that each Restricted Subsidiary which is a Domestic Subsidiary acquired or created pursuant to clause (ii) shall have executed a Guarantee, satisfactory in form and substance deliver to the Trustee (and with such documentation relating thereto as the Trustee shall require, including, without limitation, a supplement or amendment to this Indenture and opinions of counsel as to the enforceability of such Guarantee), supplemental indenture pursuant to which such Restricted Subsidiary shall become a Guarantor. Neither Guarantor and, if requested by the Company nor any Trustee, a notation of Guarantee and (ii) deliver to the Guarantors will transfer any assets to a Domestic Restricted Subsidiary which is not a Guarantor unless Trustee an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary simultaneously with such transfer executes and constitutes a Guarantee satisfactory in form valid and substance to the Trustee (together with the documentation referred to in the preceding sentence) pursuant to which legally binding obligation of such Restricted Subsidiary, enforceable against it in accordance with its terms, except that the enforcement thereof may be subject to (x) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (y) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. Notwithstanding the foregoing clause (b), no Foreign Subsidiary (so long as it is a Foreign Subsidiary) shall be required to become a Guarantor.

Appears in 1 contract

Samples: Indenture (Oglebay Norton Co /New/)

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