Common use of Mergers, Subsidiaries, Etc Clause in Contracts

Mergers, Subsidiaries, Etc. No Credit Party shall directly or indirectly, by operation of law or otherwise, (a) form or acquire any Subsidiary, or (b) merge with, consolidate with, acquire all or substantially all of the assets or capital stock of, or otherwise combine with or acquire, any Person, except (i) Bermans may be merged with and into Borrower or another Loan Party, (ii) one or more Store Guarantors may be merged with any other Store Guarantor or any Loan Party so long as such Loan Party is the survivor in any merger involving a Loan Party; (iii) cash and financial assets may be transferred among the Loan Parties so long as no Event of Default has occurred and is continuing; (iv) the Stock or fixed assets, Trademarks and Trademark Licenses of Store Guarantors may be transferred to other Store Guarantors or to any Loan Party; (v) the Credit Parties may form new wholly-owned domestic Subsidiaries; provided that (x) the aggregate initial cash investment in each new domestic Subsidiary in the form of equity shall not exceed $300,000 and (y) the Credit Parties and each new domestic Subsidiary shall execute and deliver to Agent forms of the Loan Documents executed by or with respect to the Loan Parties as of the Closing Date; and (vi) the Credit Parties may form Joint Ventures to own, lease or operate one or more Stores in one or more domestic airports, as long as the investments therein are permitted pursuant to Section 6.2(vi).

Mergers, Subsidiaries, Etc. No Credit Party shall directly or indirectly, by operation of law or otherwise, (a) form or acquire any Subsidiary, or (b) merge with, consolidate with, acquire all or substantially all of the assets or capital stock of, or otherwise combine with or acquire, any Person, except (i) Bermans may be merged with and into Borrower or another Loan Party, (ii) one or more Store Guarantors may be merged with any other Store Guarantor or any Loan Party so long as such Loan Party is the survivor in any merger involving a Loan Party; (iii) cash and financial assets may be transferred among the Loan Parties so long as no Event of Default has occurred and is continuing; (iv) the Stock or fixed assets, Trademarks and Trademark Licenses of Store Guarantors may be transferred to other Store Guarantors or to any Loan Party; (v) the Credit Parties may form new wholly-owned domestic Subsidiaries; provided that (x) the aggregate initial cash investment in each new domestic Subsidiary in the form of equity shall not exceed $300,000 and (y) the Credit Parties and each new domestic Subsidiary shall execute and deliver to Agent forms of the Loan Documents executed by or with respect to the Loan Parties as of the Closing Date; and (vi) Ultimate Parent or any of its Subsidiaries may (x) form or enter into Joint Ventures, (y) create or acquire Foreign Subsidiaries or (z) acquire all or substantially all of the Credit Parties may assets or capital Stock of any Person (the "Target") and form Joint Ventures Subsidiaries in connection therewith (in each case, a "Permitted Investment") subject to own, lease or operate one or more Stores in one or more domestic airports, as long as the investments therein are permitted pursuant to Section 6.2(vi).satisfaction of each of the following conditions:

Mergers, Subsidiaries, Etc. No Credit Party shall directly or indirectly, by operation of law or otherwise, (a) form or acquire any Subsidiary, or (b) merge with, consolidate with, acquire all or substantially all of the assets or capital stock of, or otherwise combine with or acquire, any Person, except (i) Bermans may be merged with and into Borrower or another Loan Party, (ii) one or more Store Guarantors may be merged with any other Store Guarantor or any Loan Party Parent so long as such Loan Party Parent is the survivor in any merger involving a Loan PartyParent; (iiiii) cash and financial assets may be transferred among the Loan Parties so long as no Event Parties; provided that such financial assets shall be subject to Control Letters and cash shall be subject to blocked account agreements in favor of Default has occurred and is continuingAgent; (iviii) the Stock or fixed assets, Trademarks and Trademark Licenses of Store Guarantors may be transferred to other Store Guarantors or to any Loan PartyParent, Borrower or Newco; (viv) the Credit Parties may form new wholly-owned domestic SubsidiariesSubsidiaries to operate new Stores; provided that (x) the aggregate initial cash investment in each new domestic Subsidiary in the form of equity shall not exceed $300,000 100,000 and (y) the Credit Parties and each new domestic Subsidiary shall execute and deliver to Agent forms of the Loan Documents executed by or with respect to the Loan Parties as of the Closing Date; and (viv) the Credit Parties may form Joint Ventures new Foreign Subsidiaries after the Closing Date provided that the aggregate equity contributions with respect to own, lease or operate one or more Stores in one or more domestic airports, as long as the investments therein are permitted pursuant to Section 6.2(vi)all such Foreign Subsidiaries shall not exceed $250,000.

Mergers, Subsidiaries, Etc. No Credit Party shall directly or indirectly, by operation of law or otherwise, (a) form or acquire any Subsidiary, or (b) merge with, consolidate with, acquire all or substantially all of the assets or capital stock of, or otherwise combine with or acquire, any Person, except (i) Bermans may be merged with and into Borrower or another Loan Party, (ii) one or more Store Guarantors may be merged with any other Store Guarantor or any Loan Party so long as such Loan Party is the survivor in any merger involving a Loan Party; (iii) cash and financial assets may be transferred among the Loan Parties so long as no Event of Default has occurred and is continuing; (iv) the Stock or fixed assets, Trademarks and Trademark Licenses of Store Guarantors may be transferred to other Store Guarantors or to any Loan Party; (v) the Credit Parties may form new wholly-owned domestic Subsidiaries; provided that PROVIDED THAT (x) the aggregate initial cash investment in each new domestic Subsidiary in the form of equity shall not exceed $300,000 and (y) the Credit Parties and each new domestic Subsidiary shall execute and deliver to Agent forms of the Loan Documents executed by or with respect to the Loan Parties as of the Closing Date; and (vi) Ultimate Parent or any of its Subsidiaries may (x) form or enter into Joint Ventures, (y) create or acquire Foreign Subsidiaries or (z) acquire all or substantially all of the Credit Parties may assets or capital Stock of any Person (the "TARGET") and form Joint Ventures Subsidiaries in connection therewith (in each case, a "Permitted Investment") subject to own, lease or operate one or more Stores in one or more domestic airports, as long as the investments therein are permitted pursuant to Section 6.2(vi).satisfaction of each of the following conditions:

Mergers, Subsidiaries, Etc. No Credit Party shall directly or -------------------------- indirectly, by operation of law or otherwise, (a) form or acquire any Subsidiary, or (b) merge with, consolidate with, acquire all or substantially all of the assets or capital stock of, or otherwise combine with or acquire, any Person, except (i) Bermans may be merged with and into Borrower or another Loan Party, (ii) one or more Store Guarantors may be merged with any other Store Guarantor or any Loan Party so long as such Loan Party is the survivor in any merger involving a Loan Party; (iii) cash and financial assets may be transferred among the Loan Parties so long as no Event of Default has occurred and is continuing; (iv) the Stock or fixed assets, Trademarks and Trademark Licenses of Store Guarantors may be transferred to other Store Guarantors or to any Loan Party; (v) the Credit Parties may form new wholly-owned domestic Subsidiaries; provided that (x) the aggregate initial -------- ---- cash investment in each new domestic Subsidiary in the form of equity shall not exceed $300,000 and (y) the Credit Parties and each new domestic Subsidiary shall execute and deliver to Agent forms of the Loan Documents executed by or with respect to the Loan Parties as of the Closing Date; and (vi) Ultimate Parent or any of its Subsidiaries may (x) form or enter into Joint Ventures, (y) create or acquire Foreign Subsidiaries or (z) acquire all or substantially all of the Credit Parties may form Joint Ventures assets or capital Stock of any Person (the "Target") (in each case, a ------ "Permitted Investment") subject to own, lease or operate one or more Stores in one or more domestic airports, as long as the investments therein are permitted pursuant to Section 6.2(vi).satisfaction of each of the following conditions: