Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Parent Borrower and its Restricted Subsidiaries shall be allowed to make any such acquisitions so long as:
Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person (other than, to the extent otherwise restricted by this subsection 8.9, the Partnership Transaction), except that the Borrower and its Subsidiaries shall be allowed to make any such acquisitions so long as, on the date of consummation thereof, immediately before, and after giving effect to, such acquisition, (a) no Event of Default shall have occurred and be continuing; provided that if such acquisition is a Limited Conditionality Acquisition financed with proceeds of a substantially concurrent incurrence of Indebtedness under a GPI Incremental Facility, the satisfaction of the condition set forth in this clause (a) shall (to the extent requested by the Borrower and agreed by the Administrative Agent and the lenders under such GPI Incremental Facility) be determined on the date of the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Conditionality Acquisition (so long as no Event of Default under any of subsection 9(a) or (f) shall have occurred and be continuing at the time of the consummation of such Limited Conditionality Acquisition or would result therefrom) and (b) if the aggregate cash consideration paid by the Borrower and its Subsidiaries for such acquisition exceeds $100,000,000, the Borrower shall be in Pro Forma Compliance; provided that if such acquisition is a Limited Conditionality Acquisition financed with proceeds of a substantially concurrent incurrence of Indebtedness under a GPI Incremental Facility, the satisfaction of the condition set forth in this clause (b) shall (to the extent requested by the Borrower and agreed by the Administrative Agent and the lenders under such GPI Incremental Facility) be determined on the date of the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Limited Conditionality Acquisition.
Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person.
Limitations on Certain Acquisitions. Subsection 8.10 of the Credit Agreement is hereby amended by (i) deleting the word "or" at the end of paragraph (c) thereof, (ii) inserting the word "or" at the end of paragraph (d) thereof and (iii) inserting the following new paragraph (e) immediately after paragraph (d) thereof:
Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Parent Borrower and its Subsidiaries shall be allowed to make any such acquisitions so long as (i) such acquisition is expressly permitted by subsection 8.5 or (ii) the aggregate cash consideration paid by the Parent Borrower and its Subsidiaries in connection with all such acquisitions made pursuant to this clause (ii) since the Effective Date does not exceed $50,000,000; provided that such amount shall be increased by an amount equal to $10,000,000 on each anniversary of the Effective Date and provided, further that no Default or Event of Default shall occur as a result of such acquisition and provided, further, that this Section 8.10 shall not restrict any acquisition of a minority interest in a Subsidiary of the Parent Borrower.
Limitations on Certain Acquisitions. Subsection 8.10 of the Credit Agreement is hereby amended by (i) amending paragraph (b) in its entirety to read as follows:
Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Borrower and its Subsidiaries shall be allowed to make any such acquisitions so long as immediately before, and after giving effect to, such acquisition, (a) no Event of Default shall have occurred and be continuing and (b) if the aggregate cash consideration paid by the Borrower and its Subsidiaries for such acquisition exceeds $100,000,000, Holding shall be in Pro Forma Compliance.
Limitations on Certain Acquisitions. Acquire by purchase, merger, consolidation or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person or substantially all of the assets and business of any Person or of any product line or unit of business of any Person, except that the Borrower and its Subsidiaries shall be allowed to make any such acquisition that is "non-hostile" so long as (a) such acquisition is expressly permitted by subsection 8.5 or (b) (i) the target of such acquisition is a Permitted Acquisition Target and (ii) after giving effect thereto, no Default or Event of Default shall occur as a result of such acquisition and, in the exercise of its best judgment, the Borrower shall believe that the Borrower and its Subsidiaries will have adequate financial liquidity to engage in their business in the ordinary course for the reasonably foreseeable future (the making of any such acquisition and related borrowing, if clause (iii) below does not apply, being deemed a representation and warranty by the Borrower with respect to the matters set forth in clauses (i) and (ii) above), and (iii) the Borrower provides a compliance certificate in form and substance reasonably satisfactory to Administrative Agent issued by a Responsible Officer of the Borrower and delivered three Business Days prior to the consummation of such acquisition to the effect of clauses (i) and (ii) above (excluding the parenthetical clause therein) and showing computations of compliance with the financial covenants on a pro forma basis for the four most recently ended fiscal quarters for which financial statements are available, if: (x) such acquisition involves a cash purchase price of more than $25,000,000; or (y) the cash purchase price of such acquisition, together with the aggregate cash purchase price of all other such acquisitions during the then current fiscal quarter of the Borrower exceeds $50,000,000, provided, however, that in making such computation any acquisition involving (1) a cash purchase price of more than $25,000,000 or (2) a cash purchase price of less than $1,000,000 (unless the aggregate cash purchase price of all acquisitions in the same fiscal quarter of less than $1,000,000 exceeds $10,000,000) shall be excluded; once a certificate has been provided for a fiscal quarter pursuant to clause (iii)(y), the Borrower shall not be required to deliver an additional certificate unless the aggregate purchase price of additional acquisitions of the type re...
Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or stock or other evidences of beneficial ownership of, any Person, except that the Borrower and its Subsidiaries shall be allowed to make any such acquisitions so long as (i) such acquisition is expressly permitted by subsection 8.5 or (ii) the aggregate consideration paid by the Borrower and its Subsidiaries in connection with all such acquisitions made pursuant to this clause (ii) since the Closing Date does not exceed at any time an amount equal to $30,000,000; PROVIDED that such amount shall be increased by an amount equal to $10,000,000 on each anniversary of the Closing Date, so long as no Default or Event of Default shall have occurred and be continuing on any date on which such amount is to be increased; PROVIDED, FURTHER that in the case of each such acquisition pursuant to clauses (i) and (ii), after giving effect thereto, no Default or Event of Default shall occur as a result of such acquisition.
Limitations on Certain Acquisitions. Acquire by purchase or otherwise all the business or assets of, or all of the stock or other evidences of beneficial ownership of, any Person, except that, so long as no Default or Event of Default shall have occurred and be continuing or would occur immediately after giving effect thereto, the Borrower and its Subsidiaries shall be allowed to make any such acquisitions so long as each such acquisition involves the stock of a Person engaged substantially in, or a business or assets constituting a business engaged substantially in, one or more of the same or similar lines of business of the Borrower and the aggregate consideration paid (including any Indebtedness assumed) by the Borrower and its Subsidiaries in connection with all such acquisitions since the Closing Date shall not exceed $5,000,000 in the aggregate; provided, however, that the Borrower and its Subsidiaries may pay consideration in excess of $5,000,000 in the aggregate in connection with acquisitions since the Closing Date so long as (i) any amount in excess of $5,000,000 is financed by means of loans or equity contributions made in cash to RBX Group (and then contributed as equity to the Borrower) by AIP, any AIP Permitted Affiliate or any officer, director or employee of RBX Group or of its Subsidiaries and (ii) the Borrower, at the time of such equity contribution to the Borrower, notifies the Agent in writing that such equity contribution will be used for such purpose.
