Common use of Permitted Acquisition Clause in Contracts

Permitted Acquisition. In the case of any Permitted Acquisition, the Borrower has delivered to Lender complete and correct copies of the Acquisition Agreement and each of the other documents and agreements executed in connection therewith (collectively, the “Acquisition Documents”), including all schedules and exhibits thereto not less than five (5) days prior to the consummation of such Permitted Acquisition. The Acquisition Documents set forth the entire agreement and understanding of the applicable Credit Party or Credit Parties and the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby and the Permitted Acquisition shall be consummated in accordance with the terms of the Acquisition Documents without any amendment, waiver or supplement to the terms thereof which would be adverse to the applicable Credit Party in any material respect. Each applicable Credit Party has the power, and has taken all necessary action (including, any necessary member or comparable owner action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Acquisition Documents to which it is a party. Each of the Acquisition Documents has been duly executed and delivered by each applicable Credit Party and, to Borrower’s knowledge, each of the other parties thereto and is a legal, valid and binding obligation of each applicable Credit Party and to Borrower’s knowledge, such other parties, enforceable against each such Credit Party and to Borrower’s knowledge, such other parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of the Acquisition Documents in accordance with their respective terms does not and will not require any governmental approval or any other consent or approval, other than governmental approvals and other consents and approvals that have been obtained. All conditions precedent to the Permitted Acquisition pursuant to the Acquisition Agreement have been fulfilled in all material respects and, as of the date of the closing of such Permitted Acquisition , the Acquisition Agreement has not been amended or otherwise modified and there has been no breach by the Borrower or, to Borrower’s knowledge, any other party thereto, of any term or condition of the Acquisition Documents. Upon consummation of the transactions contemplated by the Acquisition Documents to be consummated at the closing thereunder, the applicable Credit Party shall acquire good and legal title to the assets being transferred pursuant to the Acquisition Agreement” (g) Section 4.4 of the Credit Agreement is hereby amended by deleting the words “January 31, 2012” appearing therein and inserting, in lieu thereof, the words, “January 31, 2014”; (h) Section 4.15 of the Credit Agreement is hereby amended by deleting the words, “; provided, however, that for a period of not more than sixty (60) days after the Closing Date, Acquisition Sub. may maintain a deposit account with Ameris Bank so long as any amounts credited ▇▇▇▇▇▇▇.4 to such account in excess of $50,000 are promptly and, in any event, within one Business Day transferred to an account of a Company maintained with Lender” and inserting, in lieu thereof, the words, “provided, however, that for a period of not more than sixty (60) days after the closing of any Permitted Acquisition, the applicable Permitted Target may maintain one or more deposit account with banks other than the Lender so long as any amounts credited to such accounts in excess of $50,000 are promptly and, in any event, within one Business Day transferred to an account of a Company maintained with Lender” (i) Section 5.1 of the Credit Agreement is hereby amended by deleting the words “and so long as the Equity Subordination Agreement is in full force and effect, the Subordinated Convertible Notes” appearing therein. (j) Section 5.3 of the Credit Agreement is hereby deleted in its entirety and the following is hereby inserted in lieu thereof:

Permitted Acquisition. In the case of any Permitted Acquisition, the Borrower has delivered to Lender complete and correct copies of the Acquisition Agreement and each of the other documents and agreements executed in connection therewith (collectively, the “Acquisition Documents”), including all schedules and exhibits thereto not less than five (5) days prior to the consummation of such Permitted Acquisition. The Acquisition Documents set forth the entire agreement and understanding of the applicable Credit Party or Credit Parties and the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby and the Permitted Acquisition shall be consummated in accordance with the terms of the Acquisition Documents without any amendment, waiver or supplement to the terms thereof which would be adverse to the applicable Credit Party in any material respect. Each applicable Credit Party has the power, and has taken all necessary action (including, any necessary member or comparable owner action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Acquisition Documents to which it is a party. Each of the Acquisition Documents has been duly executed and delivered by each applicable Credit Party and, to Borrower’s knowledge, each of the other parties thereto and is a legal, valid and binding obligation of each applicable Credit Party and to Borrower’s knowledge, such other parties, enforceable against each such Credit Party and to Borrower’s knowledge, such other parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of the Acquisition Documents in accordance with their respective terms does not and will not require any governmental approval or any other consent or approval, other than governmental approvals and other consents and approvals that have been obtained. All conditions precedent to the Permitted Acquisition pursuant to the Acquisition Agreement have been fulfilled in all material respects and, as of the date of the closing of such Permitted Acquisition Acquisition, the Acquisition Agreement has not been amended or otherwise modified and there has been no breach by the Borrower or, to Borrower’s knowledge, any other party thereto, of any term or condition of the Acquisition Documents. Upon consummation of the transactions contemplated by the Acquisition Documents to be consummated at the closing thereunder, the applicable Credit Party shall acquire good and legal title to the assets being transferred pursuant to the Acquisition Agreement” (g) Section 4.4 of the Credit Agreement is hereby amended by deleting the words “January 31, 2012” appearing therein and inserting, in lieu thereof, the words, “January 31, 2014”; (h) Section 4.15 of the Credit Agreement is hereby amended by deleting the words, “; provided, however, that for a period of not more than sixty (60) days after the Closing Date, Acquisition Sub. may maintain a deposit account with Ameris Bank so long as any amounts credited ▇▇▇▇▇▇▇.4 to such account in excess of $50,000 are promptly and, in any event, within one Business Day transferred to an account of a Company maintained with Lender” and inserting, in lieu thereof, the words, “provided, however, that for a period of not more than sixty (60) days after the closing of any Permitted Acquisition, the applicable Permitted Target may maintain one or more deposit account with banks other than the Lender so long as any amounts credited to such accounts in excess of $50,000 are promptly and, in any event, within one Business Day transferred to an account of a Company maintained with Lender” (i) Section 5.1 of the Credit Agreement is hereby amended by deleting the words “and so long as the Equity Subordination Agreement is in full force and effect, the Subordinated Convertible Notes” appearing therein. (j) Section 5.3 of the Credit Agreement is hereby deleted in its entirety and the following is hereby inserted in lieu thereof:

Permitted Acquisition. In the case Prior to consummation of any a Permitted Acquisition, the Borrower has shall have delivered to Lender complete and correct copies of the Acquisition Agreement each document and each of the other documents and agreements agreement executed in connection therewith (collectively, the “Permitted Acquisition Documents”), including all schedules and exhibits thereto not less than five (5) days prior to the consummation of such Permitted Acquisitionthereto. The Permitted Acquisition Documents shall set forth the entire agreement and understanding of the applicable Credit Party or Credit Parties Borrower and the parties thereto relating to the subject matter thereof, and there are will be no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby and the Permitted Acquisition thereby. Borrower shall be consummated in accordance with the terms of the Acquisition Documents without any amendment, waiver or supplement to the terms thereof which would be adverse to the applicable Credit Party in any material respect. Each applicable Credit Party has have the power, and has shall have taken all necessary action (including, any necessary member or comparable owner action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Permitted Acquisition Documents to which it is a party. Each of the Permitted Acquisition Documents has will have been duly executed and delivered by each applicable Credit Party Borrower and, to Borrower’s knowledge, each of the other parties thereto and is a will be the legal, valid and binding obligation of each applicable Credit Party Borrower and to Borrower’s knowledge, such other parties, enforceable against each such Credit Party Borrower and to Borrower’s knowledge, such other parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of the Permitted Acquisition Documents in accordance with their respective terms does not and will not require any governmental approval or any other consent or approval, other than governmental approvals and other consents and approvals that have been obtained. All conditions precedent to the Permitted Acquisition pursuant to the Permitted Acquisition Agreement Documents shall have been fulfilled in all material respects and, as of the date of the closing consummation of such the Permitted Acquisition, the Permitted Acquisition , the Acquisition Agreement has Documents shall not have been amended or otherwise modified and there has been no shall not be any breach by the Borrower or, to Borrower’s knowledge, any other party thereto, of any term or condition of the Permitted Acquisition Documents. Upon consummation of the transactions contemplated by the Permitted Acquisition Documents to be consummated at the closing thereunder, the applicable Credit Party Borrower shall acquire good and legal title to the stock or assets and other property being transferred pursuant to the Permitted Acquisition AgreementDocuments. None of the foregoing shall in any manner obligate the Borrower or any Subsidiary to consummate any Permitted Acquisition and the foregoing representation shall only apply if, when and to the extent that a Permitted Acquisition is consummated and the Permitted Acquisition Documents are executed and delivered.” (g) Section 4.4 of the Credit Agreement is hereby amended by deleting the words “January 31, 2012” appearing therein and inserting, in lieu thereof, the words, “January 31, 2014”; (hk) Section 4.15 of the Credit Agreement is hereby herby amended by deleting inserting at the end of such Section, the words, “; ;provided, further, however, that for a period of not more than sixty (60) days after the Closing Amendment No. 1 Effective Date, Acquisition Sub. the Meta Health Target may maintain a one or more deposit account accounts with Ameris Bank so long as any amounts credited ▇▇ ▇▇▇▇▇▇ ▇▇.4 ▇▇▇ Bank so long as (a) with respect to any non-payroll account, any amounts credited to such account in excess of $50,000 are promptly andpromptly, and in any event, within one Business Day Day, transferred to an account of a Company maintained with Lender” and inserting, in lieu thereof(b) with respect to any payroll account, the words, “provided, however, that for a period of not more than sixty (60) days after the closing of any Permitted Acquisition, the applicable Permitted Target may maintain one or more deposit account with banks other than the Lender so long as any amounts credited to such accounts account to be paid to employees of the Meta Health Target not more than one Business Day prior to the making of such payments, any amounts in excess of $50,000 are promptly andpromptly, and in any event, within one Business Day Day, transferred to an account of a Company maintained with Lenderthe Lender and (c) the aggregate amount credited to all such accounts shall not exceed $100,000 (exclusive of any amounts credited to a payroll account to be paid to employees of the Meta Health Target as specified in clause (b))”; (il) Section 5.1 of the Credit Agreement is hereby amended by deleting inserting, at the words end of clause (c) thereof the words, “and so long as the Equity Subordination Agreement is in full force and effect, the Subordinated Convertible Notes” appearing therein.Notes and any Indebtedness incurred in connection with a Permitted Acquisition so long as such Indebtedness is subordinate to the Obligations on terms and conditions reasonably acceptable to the Lender”; (jm) Section 5.3 of the Credit Agreement is hereby deleted in its entirety and the following is hereby inserted in lieu thereof:

Permitted Acquisition. In Notwithstanding anything to the case of contrary in the Credit Agreement, any Permitted Acquisition, the Borrower has delivered is hereby authorized to Lender complete and correct copies acquire all of the Acquisition Agreement and each of the other documents and agreements executed ownership interests in connection therewith (collectivelyAutoscan Technology Pte Ltd., the “Acquisition Documents”)a Singapore company, including all schedules and exhibits thereto not less than five (5) days prior to the consummation of such Permitted Acquisition. The Acquisition Documents set forth the entire agreement and understanding of the applicable Credit Party or Credit Parties and the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby and the Permitted Acquisition shall be consummated in accordance with the terms of the Acquisition Documents without any amendment, waiver or supplement to the terms thereof which would be adverse to the applicable Credit Party in any material respect. Each applicable Credit Party has the power, and has taken all necessary action (including, any necessary member or comparable owner action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Acquisition Documents to which it is a party. Each of the Acquisition Documents has been duly executed and delivered by each applicable Credit Party and, to Borrower’s knowledge, each of the other parties thereto and is a legal, valid and binding obligation of each applicable Credit Party and to Borrower’s knowledge, such other parties, enforceable against each such Credit Party and to Borrower’s knowledge, such other parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of the Acquisition Documents in accordance with their respective terms does not and will not require any governmental approval or any other consent or approval, other than governmental approvals and other consents and approvals that have been obtained. All conditions precedent to the Permitted Acquisition pursuant to the Acquisition Agreement have been fulfilled in all material respects and, as of the date of the closing of such Permitted Acquisition , the Acquisition Agreement has not been amended or otherwise modified and there has been no breach by the Borrower or, to Borrower’s knowledge, any other party thereto, of any term or condition of the Acquisition Documents. Upon consummation of the transactions contemplated by the Acquisition Documents to be consummated at the closing thereunder, the applicable Credit Party shall acquire good and legal title to the assets being transferred pursuant to the Acquisition Agreement” (g) Section 4.4 of the Credit Agreement is hereby amended by deleting the words “January 31, 2012” appearing therein and inserting, in lieu thereof, the words, “January 31, 2014”; (h) Section 4.15 of the Credit Agreement is hereby amended by deleting the words, “; provided, however, that for a period an acquisition price of not more than $10,000,000 U.S. in the aggregate, provided no Default or Event of Default then exists. The documentation relating to this acquisition shall be acceptable in all respects to Agent in Agent’s reasonable discretion. Concurrently with the closing of the acquisition, such Borrower shall pledge to Agent for the benefit of Lenders, on terms and conditions and subject to documentation reasonably acceptable to Agent, sixty (60) days after five percent of its ownership interest in Autoscan Technology Pte Ltd. In addition and notwithstanding anything to the Closing Date, Acquisition Sub. may maintain a deposit account with Ameris Bank so long as any amounts credited ▇▇▇▇▇▇▇.4 to such account contrary in excess of $50,000 are promptly and, in any event, within one Business Day transferred to an account of a Company maintained with Lender” and inserting, in lieu thereofthe Credit Agreement, the words, “Agent and the Lenders hereby authorize any Borrower to acquire or create additional foreign or domestic Subsidiaries in connection with stock or asset purchases provided, however, that for a period : (i) no Default or Event of not more than sixty (60) days Default exists prior to and after the closing of any Permitted Acquisition, such acquisition; (ii) the consideration paid for all such acquisitions does not exceed $15,000,000 in the aggregate; (iii) domestic Subsidiaries so acquired will be added as Borrowers to the Credit Agreement pursuant to a Joinder Agreement in the general form of Exhibit A attached hereto and otherwise pursuant to documentation in form and content reasonably acceptable to Agent; (iv) any domestic Subsidiary so acquired shall grant to Agent for the benefit of Lenders a security interest in all of its assets and the applicable Permitted Target may maintain one or more deposit account with banks other than Borrower shall pledge all of its ownership interests in such domestic Subsidiary to Agent for the Lender so long as any amounts credited benefit of Lenders pursuant to such accounts documentation reasonably acceptable in excess all respects to Agent; and (v) the applicable Borrower shall pledge sixty five percent of $50,000 are promptly and, its ownership interest in any event, within one Business Day transferred foreign Subsidiary so acquired to an account Agent for the benefit of a Company maintained with Lender” (i) Section 5.1 Lenders on terms and conditions and pursuant to documentation reasonably acceptable to Agent. Borrowers are hereby authorized and required to update Schedule 6.5 of the Credit Agreement is hereby amended by deleting from time to time to reflect the words “and so long as existence of Subsidiaries created or acquired pursuant to the Equity Subordination Agreement is in full force and effect, the Subordinated Convertible Notes” appearing therein. (j) Section 5.3 provisions of this paragraph or other applicable provisions of the Credit Agreement is hereby deleted in its entirety and the following is hereby inserted in lieu thereof:Agreement.

Permitted Acquisition. In the case Prior to consummation of any a Permitted Acquisition, the Borrower has shall have delivered to Lender complete and correct copies of the Acquisition Agreement each document and each of the other documents and agreements agreement executed in connection therewith (collectively, the “Permitted Acquisition Documents”), including all schedules and exhibits thereto not less than five (5) days prior to the consummation of such Permitted Acquisitionthereto. The Permitted Acquisition Documents shall set forth the entire agreement and understanding of the applicable Credit Party or Credit Parties Borrower and the parties thereto relating to the subject matter thereof, and there are will be no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby and the Permitted Acquisition thereby. Borrower shall be consummated in accordance with the terms of the Acquisition Documents without any amendment, waiver or supplement to the terms thereof which would be adverse to the applicable Credit Party in any material respect. Each applicable Credit Party has have the power, and has shall have taken all necessary action (including, any necessary member or comparable owner action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Permitted Acquisition Documents to which it is a party. Each of the Permitted Acquisition Documents has will have been duly executed and delivered by each applicable Credit Party Borrower and, to Borrower’s knowledge, each of the other parties thereto and is a will be the legal, valid and binding obligation of each applicable Credit Party Borrower and to Borrower’s knowledge, such other parties, enforceable against each such Credit Party Borrower and to Borrower’s knowledge, such other parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of the Permitted Acquisition Documents in accordance with their respective terms does not and will not require any governmental approval or any other consent or approval, other than governmental approvals and other consents and approvals that have been obtained. All conditions precedent to the Permitted Acquisition pursuant to the Permitted Acquisition Agreement Documents shall have been fulfilled in all material respects and, as of the date of the closing consummation of such the Permitted Acquisition, the Permitted Acquisition , the Acquisition Agreement has Documents shall not have been amended or otherwise modified and there has been no shall not be any breach by the Borrower or, to Borrower’s knowledge, any other party thereto, of any term or condition of the Permitted Acquisition Documents. Upon consummation of the transactions contemplated by the Permitted Acquisition Documents to be consummated at the closing thereunder, the applicable Credit Party Borrower shall acquire good and legal title to the stock or assets and other property being transferred pursuant to the Permitted Acquisition AgreementDocuments. None of the foregoing shall in any manner obligate the Borrower or any Subsidiary to consummate any Permitted Acquisition and the foregoing representation shall only apply if, when and to the extent that a Permitted Acquisition is consummated and the Permitted Acquisition Documents are executed and delivered.” (gl) Section 4.4 4.16 of the Credit Agreement is hereby herby amended by deleting inserting at the words “January 31end of such Section, 2012” appearing therein and inserting, in lieu thereof, the words, “January 31, 2014”; (h) Section 4.15 of the Credit Agreement is hereby amended by deleting the words, “; provided, further, however, that for a period of not more than sixty (60) days after the Closing Amendment No. 1 Effective Date, Acquisition Sub. the Meta Health Target may maintain a one or more deposit account accounts with Ameris Bank so long as any amounts credited ▇▇ ▇▇▇▇▇▇ ▇▇.4 ▇▇▇ Bank so long as (a) with respect to any non-payroll account, any amounts credited to such account in excess of $50,000 are promptly andpromptly, and in any event, within one Business Day Day, transferred to an account of a Company maintained with Lender” and inserting, in lieu thereof(b) with respect to any payroll account, the words, “provided, however, that for a period of not more than sixty (60) days after the closing of any Permitted Acquisition, the applicable Permitted Target may maintain one or more deposit account with banks other than the Lender so long as any amounts credited to such accounts account to be paid to employees of the Meta Health Target not more than one Business Day prior to the making of such payments, any amounts in excess of $50,000 are promptly andpromptly, and in any event, within one Business Day Day, transferred to an account of a Company maintained with Lenderthe Lender and (c) the aggregate amount credited to all such accounts shall not exceed $100,000 (exclusive of any amounts credited to a payroll account to be paid to employees of the Meta Health Target as specified in clause (b))”; (im) Section 5.1 of the Credit Agreement is hereby amended by deleting inserting, at the words end of clause (c) thereof the words, “and so long as the Equity Subordination Agreement is in full force and effect, the Subordinated Convertible Notes” appearing therein.Notes and any Indebtedness incurred in connection with a Permitted Acquisition so long as such Indebtedness is subordinate to the Obligations on terms and conditions reasonably acceptable to the Lender”; (jn) Section 5.3 of the Credit Agreement is hereby deleted in its entirety and the following is hereby inserted in lieu thereof: