Common use of Permitted Acquisitions Clause in Contracts

Permitted Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase or acquire (through an acquisition, merger, consolidation or otherwise) (in one or a series of transactions) of all of the capital stock or equity interests or all or substantially all of the assets of any Person, unless (a) immediately before and after giving pro forma effect thereto, no Default shall have occurred and be continuing or would result therefrom, (b) if the aggregate amount invested (including assumed debt) is greater than $400,000,000, pro forma consolidated historical financial statements of the Borrower and its Subsidiaries and a Compliance Certificate as of the end of the most recent fiscal quarter for the four fiscal quarters most recently ended giving effect to the acquisition of the company or business pursuant to this Section 6.02 are delivered to the Administrative Agent not less than five Business Days prior to the consummation of any such acquisition or series of acquisitions, (c) such acquired or surviving Person becomes a Subsidiary Guarantor (and a Restricted Subsidiary) or the assets acquired are contributed to or purchased by a Subsidiary Guarantor or the Borrower (or an entity that simultaneously becomes a Subsidiary Guarantor); provided that, up to the greater of (x) $100,000,000 and (y) 2.50% of Consolidated Total Assets may be used to acquire Persons that do not become Subsidiary Guarantors or to acquire assets that are not contributed to or purchased by the Borrower or a Subsidiary Guarantor so long as such Persons are Restricted Subsidiaries or such assets are contributed to or purchased by Restricted Subsidiaries, (d) the business of such Person or such assets, as the case may be, constitute a business permitted by Section 6.07 and (e) with respect to each such purchase or other acquisition, all actions required to be taken with respect to any such newly created or acquired Subsidiary (including each subsidiary thereof) or assets in order to satisfy the Collateral and Guarantee Requirement to the extent applicable shall have been taken to the extent required by Section 5.12 (any such transaction, a “Permitted Acquisition”).

Permitted Acquisitions. The Borrower will not, may make Permitted Acquisitions without the consent of the Agent or the Lenders; provided that: (a) Not less than Fifteen (15) days prior written notice (with reasonable particularity as to the facts and will not permit any Restricted Subsidiary to, circumstances in respect of which such notice is being given) of such Permitted Acquisition is given to the Agent. (b) The aggregate purchase or acquire price (through an acquisition, merger, consolidation or otherwise) (in one or a series exclusive of transactionsthe portion of the purchase price paid for with capital stock of the Borrower) of all such Permitted Acquisitions undertaken from and after October 31, 1998 is not greater than Nine Million Dollars ($9,000,000.00). (c) The aggregate consideration paid in cash for all such Permitted Acquisitions does not exceed the difference between Five Million Dollars ($5,000,000.00) and the amount of cash expended by the capital stock Borrower after the date of this Agreement pursuant to Section 4-18(b) hereof (provided that the aggregate consideration paid in cash for Permitted Acquisitions in any twelve month period after the date of this Agreement shall not exceed the difference between (i) $2,500,000.00 and (ii) the amount of cash expended by the Borrower during such twelve month period pursuant to Section 4-18(b)). (d) No Event of Default then exists or equity would result from any such Acquisition. (e) With respect, to and in the event of any Permitted Acquisition which consists of, or results in the creation of, a Subsidiary, Agent shall be provided with such Subsidiary's Unlimited Guaranty (in form and substance satisfactory to the Agent), which Unlimited Guaranty shall be secured by first perfected security interests or all or and liens on substantially all of the assets of any Personsuch Subsidiary, unless subject to the same limitations set forth in Section 8-1 hereof and subject to Permitted Encumbrances. (af) immediately before The Agent and after giving pro forma effect thereto, no Default the Lenders shall have occurred and be continuing or would result therefrom, (b) if the aggregate amount invested (including assumed debt) is greater than $400,000,000, pro forma consolidated historical financial statements of the Borrower and its Subsidiaries and a Compliance Certificate as of the end of the most recent fiscal quarter for the four fiscal quarters most recently ended giving effect no obligation to the acquisition of the company or business pursuant to this Section 6.02 are delivered to the Administrative Agent not less than five Business Days prior to the consummation of include any Inventory acquired in such acquisition or series of acquisitions, (c) such acquired or surviving Person becomes a Subsidiary Guarantor (and a Restricted Subsidiary) or the assets acquired are contributed to or purchased by a Subsidiary Guarantor or the Borrower Permitted Acquisition (or an entity that simultaneously becomes Inventory of a Subsidiary Guarantor); provided that, up to similar type and nature acquired after the greater of (x) $100,000,000 and (y) 2.50% of Consolidated Total Assets may be used to acquire Persons that do not become Subsidiary Guarantors or to acquire assets that are not contributed to or purchased by the Borrower or a Subsidiary Guarantor so long as such Persons are Restricted Subsidiaries or such assets are contributed to or purchased by Restricted Subsidiaries, (d) the business of such Person or such assets, as the case may be, constitute a business permitted by Section 6.07 and (e) with respect to each such purchase or other acquisition, all actions required to be taken with respect to any such newly created or acquired Subsidiary (including each subsidiary thereof) or assets in order to satisfy the Collateral and Guarantee Requirement to the extent applicable shall have been taken to the extent required by Section 5.12 (any such transaction, a “Permitted Acquisition”)) as "Acceptable Inventory".

Permitted Acquisitions. The (o) Investments not to exceed Five Million Dollars ($5,000,000) per fiscal year to fund the expansion of Borrower will notand/or its Subsidiaries in (i) Japan, and will not permit and/or (ii) any Restricted Subsidiary to, purchase or acquire (through an acquisition, merger, consolidation or otherwise) other jurisdiction as may be agreed by Bank (in one or a series of transactionsits good faith businesscommercially reasonable discretion) of all of and Borrower; and (p) other Investments not otherwise enumerated in this defined term “Permitted Investments” not exceeding Five Hundred Thousand Dollars ($500,000) in the capital stock or equity interests or all or substantially all of the assets of aggregate during any Person, unless fiscal year. “Permitted Liens” are: (a) immediately before and after giving pro forma effect thereto, no Default shall have occurred and be continuing Liens existing on the Effective Date which are shown on the Perfection Certificate or would result therefrom, arising under this Agreement or the other Loan Documents; (b) if Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and for which Borrower maintains adequate reserves on Borrower’s Books, provided that no notice of any such Lien has been filed or recorded under the aggregate amount invested Internal Revenue Code; (including assumed debtc) is greater than $400,000,000, pro forma consolidated historical financial statements of the purchase money Liens and equipment liens (i) on Equipment or software acquired or held by Borrower and its Subsidiaries and a Compliance Certificate as of the end of the most recent fiscal quarter incurred for the four fiscal quarters most recently ended giving effect to financing the acquisition of the company Equipment or business pursuant to this Section 6.02 are delivered software securing no more than One Million Dollars ($1,000,000) in the aggregate amount outstanding, or (ii) existing on Equipment or software when acquired, if the Lien is confined to the Administrative Agent not less than five Business Days prior to property and improvements and the consummation proceeds of any such acquisition the Equipment or series software; (d) Liens of acquisitionscarriers, (c) such acquired warehousemen, suppliers, or surviving Person becomes a Subsidiary Guarantor (and a Restricted Subsidiary) or the assets acquired are contributed to or purchased by a Subsidiary Guarantor or the Borrower (or an entity that simultaneously becomes a Subsidiary Guarantor); provided that, up to the greater of (x) $100,000,000 and (y) 2.50% of Consolidated Total Assets may be used to acquire other Persons that do not become Subsidiary Guarantors or to acquire assets that are not contributed to or purchased by possessory in nature arising in the Borrower or a Subsidiary Guarantor ordinary course of business so long as such Persons Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000), and which are Restricted Subsidiaries not delinquent or such assets remain payable without penalty or which are contributed to being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or purchased by Restricted Subsidiaries, (d) sale of the business of such Person or such assets, as the case may be, constitute a business permitted by Section 6.07 and (e) with respect to each such purchase or other acquisition, all actions required to be taken with respect to any such newly created or acquired Subsidiary (including each subsidiary thereof) or assets in order to satisfy the Collateral and Guarantee Requirement to the extent applicable shall have been taken to the extent required by Section 5.12 (any such transaction, a “Permitted Acquisition”).property subject thereto;

Permitted Acquisitions. The Any acquisition by Borrower will not, and will not permit or any Restricted Subsidiary to, purchase or acquire (through an acquisition, merger, consolidation or otherwise) (in one or a series of transactions) of all of the capital stock or equity interests or all or substantially all of the assets or stock of any other Person, unless or assets constituting all or substantially all of a division or product line of any other Person so long as (ai) immediately before prior to contracting for or consummating such acquisition there does not exist, and after giving pro forma effect thereto, no Default shall have occurred and be continuing there does not occur as a direct or would indirect result therefromof the consummation of such acquisition, (bA) if any Event of Default or Default, and (B) immediately prior to contracting for or consummating such acquisition, Borrower is in compliance with Sections 6.1 and 6.2 of this Agreement (collectively, the aggregate amount invested (including assumed debt“Financial Covenants”) is greater than $400,000,000and Borrower can demonstrate on a pro-forma basis, pro forma consolidated historical financial statements of based on the Borrower and its Subsidiaries and a Compliance Certificate as of the end of the most recent fiscal quarter for the actual completed prior four fiscal quarters most recently ended giving effect to of Borrower and the Person acquired, that Borrower will be in compliance with the Financial Covenants upon and after consummation of such acquisition, (ii) such acquisition is being completed on a non-hostile basis without opposition from the board of directors, managers or equity owners of the company or business pursuant to this Section 6.02 are delivered to the Administrative Agent not less than five Business Days prior to the consummation of any such acquisition or series of acquisitionstarget entity, (c) such acquired or surviving Person becomes a Subsidiary Guarantor (and a Restricted Subsidiary) or the assets acquired are contributed to or purchased by a Subsidiary Guarantor or the Borrower (or an entity that simultaneously becomes a Subsidiary Guarantor); provided that, up to the greater of (x) $100,000,000 and (y) 2.50% of Consolidated Total Assets may be used to acquire Persons that do not become Subsidiary Guarantors or to acquire assets that are not contributed to or purchased by the Borrower or a Subsidiary Guarantor so long as such Persons are Restricted Subsidiaries or such assets are contributed to or purchased by Restricted Subsidiaries, (d) the business of such Person or such assets, as the case may be, constitute a business permitted by Section 6.07 and (eiii) with respect to each such purchase any assets or other acquisition, all actions required to be taken with respect stock of any Person acquired directly or indirectly pursuant to any such newly created acquisition, there are no liens thereon other than Permitted Encumbrances, and (iv) the aggregate purchase price paid (whether by means of transfer of assets, assumption of liabilities or acquired Subsidiary otherwise, other than the assumption of trade payables and accrued short-term liabilities in the ordinary course of business) by Borrower and all Subsidiaries in connection with such acquisition does not exceed $200,000,000 unless specifically consented to by the Administrative Agent and the Required Lenders. The foregoing notwithstanding, Borrower will only be required to demonstrate pro forma compliance with the Financial Covenants if the aggregate purchase price paid (including each subsidiary thereofwhether by means of transfer of assets, assumption of liabilities or otherwise, other than the assumption of trade payables and accrued short-term liabilities in the ordinary course of business) or assets by Borrower and all Subsidiaries in order to satisfy connection with such acquisition exceeds $25,000,000, unless the Collateral and Guarantee Requirement to the extent applicable shall have been taken to the extent required by Section 5.12 (any Administrative Agent requests that Borrower deliver evidence of such transaction, a “Permitted Acquisition”)compliance.

Permitted Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase or acquire (through an acquisition, merger, consolidation or otherwise) (in one or a series of transactions) of all of the capital stock or equity interests or all or substantially all of the assets of any Person, unless (a) immediately before and after giving pro forma effect thereto, no Default shall have occurred and be continuing In the case of any personal property or would result therefrom, fixtures acquired by (bi) if the aggregate amount invested (including assumed debt) is greater than $400,000,000, pro forma consolidated historical financial statements of the Borrower and or any of its Domestic Subsidiaries and in connection with a Compliance Certificate Permitted Acquisition (A) pledge such personal property or fixtures (to the maximum extent permitted by Applicable Law) to the Agent as security for the payment in full of all the Obligations, pursuant to documentation satisfactory to the Agent (but in any event not materially more restrictive or burdensome than the Security Documents in effect as of the end Original Closing Date), and (ii) the UK Borrower or any of the most recent fiscal quarter for the four fiscal quarters most recently ended giving effect to the acquisition of the company or business pursuant to this Section 6.02 are delivered to the Administrative Agent not less than five Business Days prior to the consummation of any such acquisition or series of acquisitions, (c) such acquired or surviving Person becomes its UK Subsidiaries in connection with a Subsidiary Guarantor (and a Restricted Subsidiary) or the assets acquired are contributed to or purchased by a Subsidiary Guarantor or the Borrower (or an entity that simultaneously becomes a Subsidiary Guarantor); provided that, up to the greater of Permitted Acquisition (x) pledge such personal property or fixtures (to the extent not constituting the giving of unlawful financial assistance for the purposes of Sections 151 to 158 of the Companies Xxx 0000 (England)) to the Agent as security for the payment in full of all the UK Obligations, pursuant to documentation satisfactory to the Agent; provided, that to the extent that the UK Borrower or a UK Subsidiary cannot comply with any of the requirements of this ss.9.17(a)(ii) due to the applicability of Sections 151 to 158 of the Companies Xxx 0000 (England), the UK Borrower and/or a UK Subsidiary shall have completed a Whitewash Procedure within ten (10) days after the closing of any Acquisition whereby such assets were acquired; provided, however, that notwithstanding anything herein to the contrary, in the case of Acquisitions by the UK Borrower or a UK Subsidiary of the Capital Stock of one or more UK Companies the aggregate purchase price of which does not exceed the Dollar Equivalent of $100,000,000 3,000,000, the UK Obligations shall not be secured by all Acquired Assets of such UK Companies to the extent that the Borrower or any of its Affiliates would need to undergo a Whitewash Procedure solely in order to provide such Acquired Assets of such UK Companies as security for such UK Obligations, but instead such UK Obligations shall be secured by a first priority pledge of, and fixed charge over, one hundred percent (100%) of the Capital Stock of such UK Companies and (y) 2.50% of Consolidated Total Assets may be used to acquire Persons that do not become Subsidiary Guarantors or to acquire assets that are not contributed to or purchased by the Borrower or a Subsidiary Guarantor so long as such Persons are Restricted Subsidiaries or such assets are contributed to or purchased by Restricted Subsidiariesperform any filings, (d) the business of such Person or such assets, as the case may be, constitute a business permitted by Section 6.07 and (e) with respect to each such purchase recordings or other acquisition, actions necessary in the reasonable judgment of the Agent to create in favor of the Agent a perfected first-priority security interest in and/or charge over all actions required such personal property or fixtures (subject only to be taken with respect to Permitted Liens) within ten (10) days of any Transaction Party acquiring such newly created personal property or acquired Subsidiary (including each subsidiary thereof) or assets in order to satisfy the Collateral and Guarantee Requirement to the extent applicable shall have been taken to the extent required by Section 5.12 (any such transaction, a “Permitted Acquisition”)fixtures.

Permitted Acquisitions. The Any acquisition by Borrower will not, and will not permit or any Restricted Subsidiary to, purchase or acquire (through an acquisition, merger, consolidation or otherwise) (in one or a series of transactions) of all of the capital stock or equity interests or all or substantially all of the assets or Equity Interests of any Personother Person (the “Target”) in a related line of business, unless or assets constituting all or substantially all of a division or product line of a Target in a related line of business, so long as Borrower delivers to the Agent and the Lenders a certificate in form and content satisfactory to the Agent (a“Acquisition Certificate”) indicating that (i) immediately before prior to contracting for or consummating such acquisition there does not exist, and after giving pro forma effect theretothere does not occur as a direct or indirect result of the consummation of such acquisition, no any Event of Default shall have occurred and be continuing or would result therefromDefault, (bii) if Borrower is in compliance with the aggregate amount invested (including assumed debt) is greater than $400,000,000, pro Financial Covenants on a pro-forma consolidated historical financial statements of the Borrower and its Subsidiaries and a Compliance Certificate basis as of the end of the most recent last fiscal quarter of Borrower most recently ended for which financial statements are then available or required to be delivered under Section 5.2 of this Agreement assuming the acquisition had been consummated during such quarter, and Borrower demonstrates based on pro-forma projections covering the four fiscal quarters most recently ended giving effect to the acquisition of the company or business pursuant to this Section 6.02 are delivered to Borrower following the Administrative Agent not less than five Business Days prior to date of such Acquisition Certificate that Borrower will be in compliance with the Financial Covenants upon and after consummation of any such acquisition, (iii) such acquisition is being completed on a non-hostile basis without opposition from the board of directors, managers or series equity owners of acquisitionsthe Target, (c) such acquired or surviving Person becomes a Subsidiary Guarantor (and a Restricted Subsidiary) or the assets acquired are contributed to or purchased by a Subsidiary Guarantor or the Borrower (or an entity that simultaneously becomes a Subsidiary Guarantor); provided that, up to the greater of (x) $100,000,000 and (y) 2.50% of Consolidated Total Assets may be used to acquire Persons that do not become Subsidiary Guarantors or to acquire assets that are not contributed to or purchased by the Borrower or a Subsidiary Guarantor so long as such Persons are Restricted Subsidiaries or such assets are contributed to or purchased by Restricted Subsidiaries, (d) the business of such Person or such assets, as the case may be, constitute a business permitted by Section 6.07 and (eiv) with respect to each any assets or Equity Interest of any Person acquired directly or indirectly pursuant to any such purchase or other acquisition, there are no liens thereon other than Permitted Encumbrances, and (v) the aggregate Consideration paid by Borrower and all actions required Subsidiaries in connection with any such acquisition (exclusive of the Consideration paid for any excluded transactions listed on Schedule 6.7(c) collectively, the “Excluded Transactions”) does not exceed $25,000,000 (including, without duplication, any investments made pursuant to be taken Section 6.3(c)(iv) except with respect to the Excluded Transactions, and the aggregate Consideration for all such acquisitions during the term of this Agreement (exclusive of the Consideration paid for the Excluded Transactions) does not exceed $50,000,000 (including, without duplication, any investments made pursuant to Section 6.3(c)(iv) except with respect to the Excluded Transactions, unless specifically consented to by the Required Lenders (each such acquisition, including any such newly created or acquired Subsidiary (including each subsidiary thereof) or assets in order acquisition specifically consented to satisfy the Collateral and Guarantee Requirement to the extent applicable shall have been taken to the extent required by Section 5.12 (any such transactionis, a “Permitted Acquisition” and all such acquisitions, the “Permitted Acquisitions”).

Permitted Acquisitions. The Borrower will notSection 7.1(a) of the Loan Agreement is hereby amended by deleting from the first sentence thereof the phrase, “or acquire all or a substantial portion of the assets or Equity Interests of any Person”, appearing in the second line of such Section 7.1(a), and will not permit after giving effect to such amendment, Section 7.1(a) shall read as follows: “Consummate any Restricted Subsidiary to, purchase or acquire (through an acquisition, merger, consolidation or otherwiseother reorganization with or into any other Person or permit any other Person to consolidate with or merge with it; except, that, (i) a Loan Party may merge or consolidate into another Loan Party so long as (in one or a series A) no Event of transactions) of all of the capital stock or equity interests or all or substantially all of the assets of any Person, unless (a) immediately before and after giving pro forma effect thereto, no Default shall have occurred and be continuing or would result therefromcontinuing, (bB) if the aggregate amount invested Administrative Borrower shall give Agent at least ten (including assumed debt10) is greater than $400,000,000, pro forma consolidated historical financial statements of the Borrower and its Subsidiaries and a Compliance Certificate as of the end of the most recent fiscal quarter for the four fiscal quarters most recently ended giving effect to the acquisition of the company or business pursuant to this Section 6.02 are delivered to the Administrative Agent not less than five Business Days prior notice thereof, (C) if a Borrower is a party to such merger or consolidation a Borrower shall be the surviving entity; provided, that, any assets of the Person so acquired from any Person that was not a Borrower prior thereto shall only be eligible for inclusion into the Borrowing Base to the consummation of any such acquisition or series of acquisitionsextent that Agent has completed an appraisal, collateral audit and/or field examination (c) such acquired or surviving Person becomes a Subsidiary Guarantor (and a Restricted Subsidiary) or the assets acquired are contributed to or purchased by a Subsidiary Guarantor or the Borrower (or an entity that simultaneously becomes a Subsidiary Guarantor); provided that, up to the greater of (x) $100,000,000 and (y) 2.50% of Consolidated Total Assets may be used to acquire Persons that do not become Subsidiary Guarantors or to acquire assets that are not contributed to or purchased by the Borrower or a Subsidiary Guarantor so long as such Persons are Restricted Subsidiaries or such assets are contributed to or purchased by Restricted Subsidiaries, (d) the business of such Person or such assets, as the case may be, constitute a business permitted by Section 6.07 and (e) with respect thereto and the criteria for eligibility set forth herein (or such other or additional criteria as Agent may, at its option, establish with respect thereto in accordance with this Agreement and subject to each such purchase Reserves as Agent may establish in connection with the assets of the Person so acquired) are satisfied with respect thereto in a manner acceptable to Agent, (D) no Loan Party shall merge or other acquisition, all actions required consolidate with a Loan Party that exists under the laws of a country different than the country in which such Loan Party exists and (E) prior to such merger or consolidation Loan Parties have taken (or caused to be taken taken) all steps required by Agent with respect to any such newly created or acquired Subsidiary thereto (including each subsidiary thereof) or assets in order without limitation all steps required by Agent to satisfy maintain Agent’s Lien on the Collateral granted by such Loan Parties, as well as the priority and Guarantee Requirement to effectiveness of such Lien); and (ii) a Subsidiary of the extent applicable Borrowers that is not a Loan Party may merge or consolidate into another Subsidiary of the Borrowers that is not a Loan Party so long as (A) no Event of Default shall have been taken to the extent required by Section 5.12 occurred and be continuing, and (any such transaction, a “Permitted AcquisitionB) Administrative Borrower shall give Agent at least ten (10) Business Days prior notice thereof.”).

Permitted Acquisitions. The Lead Borrower will not, and will not permit any Restricted Subsidiary to, purchase or acquire (through an acquisition, merger, consolidation or otherwise) (in one or a series of transactions) of all of the capital stock or equity interests or all or substantially all of the assets of any Person or a division, line of business or branch of such Person, unless (a) immediately before and after giving pro forma effect thereto, no Default shall have occurred and be continuing or would result therefrom, (b) if the aggregate amount invested (including assumed debt) is greater than $400,000,000, pro forma consolidated historical financial statements of the Lead Borrower and its Subsidiaries and a Compliance Certificate as of the end of the most recent fiscal quarter for the four fiscal quarters most recently ended giving effect to the acquisition of the company or business pursuant to this Section 6.02 are delivered to the Administrative Agent not less than five (5) Business Days prior to the consummation of any such acquisition or series of acquisitions, (c) other than in connection with an acquisition funded entirely by the issuance of Equity Interests (other than Disqualified Stock) of the Lead Borrower or with the net cash proceeds of a sale of Equity Interests (other than Disqualified Stock) of the Lead Borrower (excluding proceeds of Specified Equity Contributions and proceeds of Equity Interests utilized to increase the “Available Amount”), if purchased or acquired by a Loan Party, such acquired or surviving Person becomes a Subsidiary Guarantor Domestic Loan Party (and a Restricted Subsidiary) or the assets acquired are contributed to or purchased by a Subsidiary Guarantor or the Borrower Domestic Loan Party (or an entity that simultaneously becomes a Subsidiary GuarantorDomestic Loan Party); provided that, such acquired or surviving Person shall not be required to become a Domestic Loan Party, or the assets acquired may be contributed to or purchased by a Restricted Subsidiary that is not a Domestic Loan Party so long as (i) such Persons are Restricted Subsidiaries or such assets are contributed to or purchased by Restricted Subsidiaries, (ii) on a pro forma basis, the Secured Net Leverage Ratio shall not exceed 3.00:1.00 (or, if an Adjusted Covenant Period is in effect, 3.25:1.00) and (iii) on a pro forma basis, the Total Net Leverage Ratio shall not exceed 4.50:1.00; provided further that (A) Restricted Subsidiaries that are not Loan Parties may acquire Persons that do not become Domestic Loan Parties or acquire assets that are not contributed to a Domestic Loan Party, and (B) up to the greater of (x) $100,000,000 150,000,000 and (y) 2.503.25% of Consolidated Total Assets (as determined at the time of such purchase or acquisition) in the aggregate, may be used by Domestic Loan Parties to acquire Persons that do not become Subsidiary Guarantors Domestic Loan Parties or to acquire assets that are not contributed to or purchased by the Borrower or a Subsidiary Guarantor Domestic Loan Party, in each case so long as such Persons are Restricted Subsidiaries or such assets are contributed to or purchased by Restricted Subsidiaries, without satisfying the conditions set forth in the immediately preceding proviso, and (d) the business of such Person or such assets, as the case may be, constitute constitutes a business permitted by Section 6.07 and (e) with respect to each such purchase or other acquisition, all actions required to be taken with respect to any such newly created or acquired Subsidiary (including each subsidiary thereof) or assets in order to satisfy the Collateral and Guarantee Requirement to the extent applicable shall have been taken to the extent required by Section 5.12 (any such transaction, a “Permitted Acquisition”).

Permitted Acquisitions. The Any acquisition by Borrower will not, and will not permit or any Restricted Subsidiary to, purchase or acquire (through an acquisition, merger, consolidation or otherwise) (in one or a series of transactions) of all of the capital stock or equity interests or all or substantially all of the assets or Equity Interests of any Personother Person (the “Target”) in a related line of business, unless or assets constituting all or substantially all of a division or product line of a Target in a related line of business, so long as Borrower delivers to the Agent and the Lenders a certificate in form and content satisfactory to the Agent (a“Acquisition Certificate”) indicating that (i) immediately before prior to contracting for or consummating such acquisition there does not exist, and after giving pro forma effect theretothere does not occur as a direct or indirect result of the consummation of such acquisition, no any Event of Default shall have occurred and be continuing or would result therefromDefault, (bii) if Borrower is in compliance with the aggregate amount invested (including assumed debt) is greater than $400,000,000, pro Financial Covenants on a pro-forma consolidated historical financial statements of the Borrower and its Subsidiaries and a Compliance Certificate basis as of the end of the most recent last fiscal quarter of Borrower most recently ended for which financial statements are then available or required to be delivered under Section 5.2 of this Agreement assuming the acquisition had been consummated during such quarter (and giving effect to the increase in the Leverage Ratio permitted following a Permitted Acquisition), and Borrower demonstrates based on pro-forma projections covering the four fiscal quarters most recently ended of the Borrower following the date of such Acquisition Certificate that Borrower will be in compliance with the Financial Covenants upon and after consummation of such acquisition (giving effect to the increase in the Leverage Ratio permitted following a Permitted Acquisition) and that the Borrower has at least $10,000,000 of unused availability under the Revolving Credit, (iii) such acquisition is being completed on a non-hostile basis without opposition from the board of directors, managers or equity owners of the company or business pursuant to this Section 6.02 are delivered to the Administrative Agent not less than five Business Days prior to the consummation of any such acquisition or series of acquisitionsTarget, (c) such acquired or surviving Person becomes a Subsidiary Guarantor (and a Restricted Subsidiary) or the assets acquired are contributed to or purchased by a Subsidiary Guarantor or the Borrower (or an entity that simultaneously becomes a Subsidiary Guarantor); provided that, up to the greater of (x) $100,000,000 and (y) 2.50% of Consolidated Total Assets may be used to acquire Persons that do not become Subsidiary Guarantors or to acquire assets that are not contributed to or purchased by the Borrower or a Subsidiary Guarantor so long as such Persons are Restricted Subsidiaries or such assets are contributed to or purchased by Restricted Subsidiaries, (d) the business of such Person or such assets, as the case may be, constitute a business permitted by Section 6.07 and (eiv) with respect to each such purchase any assets or other acquisition, all actions required to be taken with respect Equity Interest of any Person acquired directly or indirectly pursuant to any such newly created or acquired Subsidiary acquisition, there are no liens thereon other than Permitted Encumbrances (each such acquisition, including each subsidiary thereof) or assets in order to satisfy the Collateral and Guarantee Requirement to the extent applicable shall have been taken to the extent required by Section 5.12 (any such transactionacquisition specifically consented to is, a “Permitted Acquisition” and all such acquisitions, the “Permitted Acquisitions”).

Permitted Acquisitions. The Subject to the provisions of this Section 9.14, the Borrower will notand its Restricted Subsidiaries may from time to time effect acquisitions, and will not permit any Restricted Subsidiary whether by purchase, merger or otherwise (“Permitted Acquisitions”), so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) immediately prior to, purchase or acquire (through an acquisition, merger, consolidation or otherwise) (in one or a series of transactions) of all of the capital stock or equity interests or all or substantially all of the assets of any Person, unless (a) immediately before and after giving pro forma effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations; (iii) in the case of the acquisition of Equity Interests, all of the Equity Interests (except for any such securities in the nature of directors’ qualifying shares required pursuant to applicable law) acquired, or otherwise issued by such Person or any newly formed Restricted Subsidiary of the Borrower, in connection with such acquisition shall be owned 100% by the Borrower or another Credit Party, and the Borrower shall have taken, or caused to be taken, as of the date such Person becomes a Restricted Subsidiary of the Borrower each of the actions set forth in Section 9.12; provided, however notwithstanding the foregoing requirements of this clause (iii), the aggregate amount of consideration paid in respect of Permitted Acquisitions that do not become Guarantors or the assets of which are not subject to the Security Documents shall not exceed the sum of (x) $5,000,000 and (y) any amounts available to make Investments at such time pursuant to Sections 10.05(xii), (bxv) and (xix), (iv) if the aggregate amount invested consideration to be delivered in connection with the proposed acquisition includes any deferred consideration payable to any seller, such as payment under a seller note, Earn-Outs, or extraordinary payments under consulting, employment or lease agreements with such seller or its Affiliates, such deferred consideration shall in all cases be expressly subordinated to payment of the Obligations pursuant to a Seller Subordinated Note or a subordination agreement substantially in the form of Exhibit K (including assumed debtor an agreement containing substantially similar terms); (v) is greater than $400,000,000, pro forma consolidated historical financial statements of the Borrower and its Restricted Subsidiaries and shall be in compliance with the financial covenants set forth in Section 10.13 on a Compliance Certificate pro forma basis after giving effect to such Acquisition as of the end of the most recent fiscal quarter for the four fiscal quarters most recently ended giving effect Test Period; provided that for purposes of this clause (v), the Total Leverage Ratio levels in the financial covenants shall be deemed to be 0.25x less than those actually set forth in Section 10.13(ii); (vi) the acquisition of the company or business pursuant to this Section 6.02 are Borrower shall have delivered to the Administrative Agent not less than five at least 5 Business Days prior to the consummation of any such acquisition or series of acquisitions, (c) such acquired or surviving Person becomes a Subsidiary Guarantor (and a Restricted Subsidiary) or the assets acquired are contributed to or purchased by a Subsidiary Guarantor or the Borrower (or an entity that simultaneously becomes a Subsidiary Guarantor); provided that, up to the greater of proposed acquisition: (x) a Compliance Certificate evidencing compliance with Section 10.13 as required under clause (v) above, together with all relevant financial information with respect to such acquired assets, including the aggregate consideration for such acquisition and any other information required to demonstrate compliance with Section 10.13; provided, that the Borrower shall not be required to deliver a Compliance Certificate with respect to any proposed acquisition if, since the date of the most recently delivered Compliance Certificate, the purchase price for all Permitted Acquisitions plus the proposed acquisition is less than $100,000,000 and 10,000,000; (y) 2.50% copies of Consolidated Total Assets may the definitive documentation relating to such proposed acquisition, unless purchase price for the proposed acquisition is less than $10,000,000; (vii) any Person or assets or division as acquired in accordance herewith (i) shall be used to acquire Persons that do not become Subsidiary Guarantors or to acquire assets that are not contributed to or purchased by in the Borrower same or a Subsidiary Guarantor so long as such Persons are similar or related business or lines of business in which the Borrowers and/or its Restricted Subsidiaries are permitted to be engaged pursuant to Section 10.02 and (ii) if the purchase price for a proposed acquisition is greater than or such assets are contributed equal to or purchased by Restricted Subsidiaries$10,000,000, shall have generated positive Consolidated EBITDA (dafter allowing for pro forma adjustments permitted hereunder) for the business most recently completed four-fiscal quarter period prior to the date of such Person or such assets, as acquisition; (viii) in the case may beof a purchase or other acquisition of the Equity Interests of another Person, constitute a business permitted by Section 6.07 and the board of directors (eor other comparable governing body) with respect to each of such other Person shall have duly approved such purchase or other acquisition; and (ix) no Credit Party shall, all actions required to be taken in connection with any such transaction, assume or remain liable with respect to any such newly created Indebtedness or acquired Subsidiary other liability (including each subsidiary thereofany material tax or ERISA liability) of the related seller or assets the business, Person or properties acquired, unless (i) with respect to any Indebtedness, such Indebtedness is permitted to exist under Section 10.04 and (ii) with respect to obligations not constituting Indebtedness, such obligations are incurred in order to satisfy the Collateral ordinary course of business and Guarantee Requirement are necessary or desirable to the extent applicable continued operation of the underlying properties; and any other such liabilities or obligations not permitted to be assumed or otherwise supported by any Credit Party hereunder shall have been taken be paid in full or released as to the extent required by Section 5.12 (any business, Persons or properties being so acquired on or before the consummation of such transaction, a “Permitted Acquisition”)acquisition.

Permitted Acquisitions. The (o) Investments not to exceed Five Million Dollars ($5,000,000) per fiscal year to fund the expansion of Borrower will notand/or its Subsidiaries in (i) Japan, and will not permit and/or (ii) any Restricted Subsidiary to, purchase or acquire (through an acquisition, merger, consolidation or otherwise) other jurisdiction as may be agreed by Bank (in one or a series of transactionsits commercially reasonable discretion) of all of and Borrower; and (p) other Investments not otherwise enumerated in this defined term “Permitted Investments” not exceeding Five Hundred Thousand Dollars ($500,000) in the capital stock or equity interests or all or substantially all of the assets of aggregate during any Person, unless fiscal year. “Permitted Liens” are: (a) immediately before and after giving pro forma effect thereto, no Default shall have occurred and be continuing Liens existing on the Effective Date which are shown on the Perfection Certificate or would result therefrom, arising under this Agreement or the other Loan Documents; (b) if Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and for which Borrower maintains adequate reserves on Borrower’s Books, provided that no notice of any such Lien has been filed or recorded under the aggregate amount invested Internal Revenue Code; (including assumed debtc) is greater than $400,000,000, pro forma consolidated historical financial statements of the purchase money Liens and equipment liens (i) on Equipment or software acquired or held by Borrower and its Subsidiaries and a Compliance Certificate as of the end of the most recent fiscal quarter incurred for the four fiscal quarters most recently ended giving effect to financing the acquisition of the company Equipment or business pursuant to this Section 6.02 are delivered software securing no more than One Million Dollars ($1,000,000) in the aggregate amount outstanding, or (ii) existing on Equipment or software when acquired, if the Lien is confined to the Administrative Agent not less than five Business Days prior to property and improvements and the consummation proceeds of any such acquisition the Equipment or series software; (d) Liens of acquisitionscarriers, (c) such acquired warehousemen, suppliers, or surviving Person becomes a Subsidiary Guarantor (and a Restricted Subsidiary) or the assets acquired are contributed to or purchased by a Subsidiary Guarantor or the Borrower (or an entity that simultaneously becomes a Subsidiary Guarantor); provided that, up to the greater of (x) $100,000,000 and (y) 2.50% of Consolidated Total Assets may be used to acquire other Persons that do not become Subsidiary Guarantors or to acquire assets that are not contributed to or purchased by possessory in nature arising in the Borrower or a Subsidiary Guarantor ordinary course of business so long as such Persons Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000), and which are Restricted Subsidiaries not delinquent or such assets remain payable without penalty or which are contributed to being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or purchased by Restricted Subsidiaries, (d) sale of the business of such Person or such assets, as the case may be, constitute a business permitted by Section 6.07 and (e) with respect to each such purchase or other acquisition, all actions required to be taken with respect to any such newly created or acquired Subsidiary (including each subsidiary thereof) or assets in order to satisfy the Collateral and Guarantee Requirement to the extent applicable shall have been taken to the extent required by Section 5.12 (any such transaction, a “Permitted Acquisition”).property subject thereto;

Permitted Acquisitions. The Any acquisition by the Borrower will not, and will not permit or any Restricted Subsidiary to, purchase or acquire (through an acquisition, merger, consolidation or otherwise) (in one or a series of transactions) of all of the capital stock or equity interests or all or substantially all of the assets of any Personother Person or of Equity Interests of any other Person that becomes a Subsidiary as result thereof (in either case, unless such Person being the “Target”) in a related line of business, or assets constituting all or substantially all of a division or product line of a Target in a related line of business, so long as Borrower delivers to the Agent and the Lenders a certificate in form and content satisfactory to the Agent (a“Acquisition Certificate”) indicating that (i) immediately before prior to contracting for or consummating such acquisition there does not exist, and after giving pro forma effect theretothere does not occur as a direct or indirect result of the consummation of such acquisition, no any Event of Default shall have occurred and be continuing or would result therefromDefault, (bii) if Borrower is in compliance with the aggregate amount invested (including assumed debt) is greater than $400,000,000, pro Financial Covenant on a pro-forma consolidated historical financial statements of the Borrower and its Subsidiaries and a Compliance Certificate basis as of the end of the most recent last fiscal quarter of Borrower most recently ended for which financial statements are then available or required to be delivered under Section 5.2 of this Agreement assuming the acquisition had been consummated during such quarter (and giving effect to the increase in the Leverage Ratio permitted following a Permitted Acquisition), and Borrower demonstrates based on pro-forma projections covering the four fiscal quarters most recently ended of the Borrower following the date of such Acquisition Certificate that Borrower will be in compliance with the Financial Covenant upon and after consummation of such acquisition (giving effect to the increase in the Leverage Ratio permitted following a Permitted Acquisition) and that the Borrower has at least $10,000,000 of unused availability under the Revolving Credit, (iii) such acquisition is being completed on a non-hostile basis without opposition from the board of directors, managers or equity owners of the company or business pursuant to this Section 6.02 are delivered to the Administrative Agent not less than five Business Days prior to the consummation of any such acquisition or series of acquisitionsTarget, (c) such acquired or surviving Person becomes a Subsidiary Guarantor (and a Restricted Subsidiary) or the assets acquired are contributed to or purchased by a Subsidiary Guarantor or the Borrower (or an entity that simultaneously becomes a Subsidiary Guarantor); provided that, up to the greater of (x) $100,000,000 and (y) 2.50% of Consolidated Total Assets may be used to acquire Persons that do not become Subsidiary Guarantors or to acquire assets that are not contributed to or purchased by the Borrower or a Subsidiary Guarantor so long as such Persons are Restricted Subsidiaries or such assets are contributed to or purchased by Restricted Subsidiaries, (d) the business of such Person or such assets, as the case may be, constitute a business permitted by Section 6.07 and (eiv) with respect to each such purchase any assets or other acquisition, all actions required to be taken with respect Equity Interest of any Person acquired directly or indirectly pursuant to any such newly created or acquired Subsidiary acquisition, there are no liens thereon other than Permitted Encumbrances (each such acquisition, including each subsidiary thereof) or assets in order to satisfy the Collateral and Guarantee Requirement to the extent applicable shall have been taken to the extent required by Section 5.12 (any such transactionacquisition specifically consented to is, a “Permitted Acquisition” and all such acquisitions, the “Permitted Acquisitions”).

Permitted Acquisitions. The Any acquisition by Borrower will not, and will not permit or any Restricted Subsidiary to, purchase or acquire (through an acquisition, merger, consolidation or otherwise) (in one or a series of transactions) of all of the capital stock or equity interests or all or substantially all of the assets or Equity Interests of any Personother Person (the “Target”) in a related line of business, unless or assets constituting all or substantially all of a division or product line of a Target in a related line of business, so long as Borrower delivers to the Agent and the Lenders a certificate in form and content satisfactory to the Agent (a“Acquisition Certificate”) indicating that (i) immediately before prior to contracting for or consummating such acquisition there does not exist, and after giving pro forma effect theretothere does not occur as a direct or indirect result of the consummation of such acquisition, no any Event of Default shall have occurred and be continuing or would result therefromDefault, (bii) if Borrower is in compliance with the aggregate amount invested (including assumed debt) is greater than $400,000,000, pro Financial Covenants on a pro-forma consolidated historical financial statements of the Borrower and its Subsidiaries and a Compliance Certificate basis as of the end of the most recent last fiscal quarter of Borrower most recently ended for which financial statements are then available or required to be delivered under Section 5.2 of this Agreement assuming the acquisition had been consummated during such quarter, and Borrower demonstrates based on pro-forma projections covering the four fiscal quarters most recently ended giving effect to the acquisition of the company or business pursuant to this Section 6.02 are delivered to Borrower following the Administrative Agent not less than five Business Days prior to date of such Acquisition Certificate that Borrower will be in compliance with the Financial Covenants upon and after consummation of any such acquisition, (iii) such acquisition is being completed on a non-hostile basis without opposition from the board of directors, managers or series equity owners of acquisitionsthe Target, (c) such acquired or surviving Person becomes a Subsidiary Guarantor (and a Restricted Subsidiary) or the assets acquired are contributed to or purchased by a Subsidiary Guarantor or the Borrower (or an entity that simultaneously becomes a Subsidiary Guarantor); provided that, up to the greater of (x) $100,000,000 and (y) 2.50% of Consolidated Total Assets may be used to acquire Persons that do not become Subsidiary Guarantors or to acquire assets that are not contributed to or purchased by the Borrower or a Subsidiary Guarantor so long as such Persons are Restricted Subsidiaries or such assets are contributed to or purchased by Restricted Subsidiaries, (d) the business of such Person or such assets, as the case may be, constitute a business permitted by Section 6.07 and (eiv) with respect to each such purchase any assets or other acquisition, all actions required to be taken with respect Equity Interest of any Person acquired directly or indirectly pursuant to any such newly created or acquired Subsidiary acquisition, there are no liens thereon other than Permitted Encumbrances, and (v) the aggregate Consideration paid by Borrower and all Subsidiaries in connection with any such acquisition does not exceed $5,000,000 (including any investments made pursuant to Section 6.3(c)(iv), and the aggregate Consideration for all such acquisitions during the term of this Agreement does not exceed $17,500,000 (including any investments made pursuant to Section 6.3(c)(iv), unless specifically consented to by the Required Lenders (each subsidiary thereof) or assets in order to satisfy the Collateral and Guarantee Requirement to the extent applicable shall have been taken to the extent required by Section 5.12 (any such transactionacquisition, a “Permitted Acquisition” and all such acquisitions, the “Permitted Acquisitions”).

Permitted Acquisitions. The Any Borrower will not, and will or any Subsidiary ---------------------- which is not permit any Restricted Subsidiary to, purchase or a Borrower may acquire (through an acquisition, merger, consolidation or otherwise) (in one or a series of transactions) of all of the capital stock or equity interests or all or substantially all of the assets or securities of any Person, unless other Person provided that (aA) immediately before and after giving pro forma effect thereto, at the time of such acquisition no Default or Event of Default shall have occurred and be continuing or would result therefrombe caused by such acquisition, (bB) the acquired Person, if a domestic Person, shall become a Borrower simultaneously with such acquisition and shall execute all Loan Documents required of a Borrower, (C) the aggregate amount invested (including assumed debt) is greater than $400,000,000relevant Borrower's or the relevant Subsidiary's equity ownership interest in the acquired Person, pro forma consolidated historical financial statements if a foreign Person owned by a domestic Subsidiary, shall be pledged to the Agent for the benefit of the Borrower and its Subsidiaries and a Compliance Certificate as Lenders; provided, however, the maximum amount of such acquired Person's equity pledged to the Agent shall not exceed 65% of the end acquired Person's equity capitalization or such lesser amount as is the maximum amount allowed to be pledged pursuant to the laws of the most recent fiscal quarter jurisdiction of such Subsidiary's organization, (D) the board of directors or other equivalent governing body of such acquired Person shall have approved such acquisition, (E) the acquired Person is engaged in the business of manufacturing and distributing electronic control products and systems, or a business related thereto, and (F) the Borrowers shall have provided the Agent, for the four fiscal quarters most recently ended giving effect redelivery to the acquisition of the company or business pursuant to this Section 6.02 are delivered to the Administrative Agent not less than five Lenders, at least three (3) Business Days prior to the consummation of any such acquisition, with a certificate stating that (i) such acquisition or series will not violate any covenants of acquisitions, this Agreement and (cii) such acquired or surviving Person becomes a Subsidiary Guarantor (and a Restricted Subsidiary) or the assets acquired are contributed to or purchased by a Subsidiary Guarantor or the Borrower (or an entity that simultaneously becomes a Subsidiary Guarantor); provided establishing that, up to on a pro forma basis after taking into account the greater of (x) $100,000,000 and (y) 2.50% of Consolidated Total Assets may be used to acquire Persons that do not become Subsidiary Guarantors or to acquire assets that are not contributed to or purchased by the Borrower or a Subsidiary Guarantor so long as such Persons are Restricted Subsidiaries or such assets are contributed to or purchased by Restricted Subsidiaries, (d) the business of such Person or such assets, as the case may be, constitute a business permitted by Section 6.07 and (e) with respect to each such purchase or other acquisition, all actions required the Borrowers are in compliance with the financial covenants set forth in Section 7.12; provided, however, for the purposes of this Section the -------- ------- ratio of the Borrowers' pro forma Consolidated Indebtedness to be taken with respect to any such newly created or acquired Subsidiary pro forma Consolidated EBITDA for the four (including each subsidiary thereof4) or assets in order to satisfy the Collateral and Guarantee Requirement to the extent applicable most recently completed Fiscal Quarters shall have been taken to the extent required by Section 5.12 (any such transaction, a “Permitted Acquisition”)not exceed 3.0:1.00.

Permitted Acquisitions. The Any acquisition by the Borrower will not, and will not permit or any Restricted Subsidiary to, purchase or acquire (through an acquisition, merger, consolidation or otherwise) (in one or a series of transactions) of all of the capital stock or equity interests or all or substantially all of the assets of any Personother Person or of Equity Interests of any other Person that becomes a Subsidiary as result thereof (in either case, unless such Person being the “Target”) in a related line of business, or assets constituting all or substantially all of a division or product line of a Target in a related line of business, so long as Borrower delivers to the Agent and the Lenders a certificate in form and content satisfactory to the Agent (a“Acquisition Certificate”) indicating that (i) immediately before prior to contracting for or consummating such acquisition there does not exist, and after giving pro forma effect theretothere does not occur as a direct or indirect result of the consummation of such acquisition, no any Event of Default shall have occurred and be continuing or would result therefromDefault, (bii) if Borrower is in compliance with the aggregate amount invested (including assumed debt) is greater than $400,000,000, pro Financial Covenant on a pro-forma consolidated historical financial statements of the Borrower and its Subsidiaries and a Compliance Certificate basis as of the end of the most recent last fiscal quarter of Borrower most recently ended for which financial statements are then available or required to be delivered under Section 5.2 of this Agreement assuming the acquisition had been consummated during such quarter (and giving effect to the increase in the Leverage Ratio permitted following a Permitted Acquisition), and Borrower demonstrates based on pro-forma projections covering the four fiscal quarters most recently ended of the Borrower following the date of such Acquisition Certificate that Borrower will be in compliance with the Financial Covenant upon and after consummation of such acquisition (giving effect to the increase in the Leverage Ratio permitted following a Permitted Acquisition) and that the Borrower has at least $10,000,000 of unused availability under the Revolving Credit, (iii) such acquisition is being completed on a non-hostile basis without opposition from the board of directors, managers or equity owners of the company or business pursuant to this Section 6.02 are delivered to the Administrative Agent not less than five Business Days prior to the consummation of any such acquisition or series of acquisitionsTarget, (c) such acquired or surviving Person becomes a Subsidiary Guarantor (and a Restricted Subsidiary) or the assets acquired are contributed to or purchased by a Subsidiary Guarantor or the Borrower (or an entity that simultaneously becomes a Subsidiary Guarantor); provided that, up to the greater of (x) $100,000,000 and (y) 2.50% of Consolidated Total Assets may be used to acquire Persons that do not become Subsidiary Guarantors or to acquire assets that are not contributed to or purchased by the Borrower or a Subsidiary Guarantor so long as such Persons are Restricted Subsidiaries or such assets are contributed to or purchased by Restricted Subsidiaries, (d) the business of such Person or such assets, as the case may be, constitute a business permitted by Section 6.07 and (eiv) with respect to each such purchase any assets or other acquisition, all actions required to be taken with respect Equity Interest of any Person acquired directly or indirectly pursuant to any such newly created or acquired Subsidiary acquisition, there are no liens thereon other than Permitted Encumbrances (each such acquisition, including each subsidiary thereof) or assets in order to satisfy the Collateral and Guarantee Requirement to the extent applicable shall have been taken to the extent required by Section 5.12 (any such transactionacquisition specifically consented to is, a “Permitted Acquisition” and all such acquisitions, the “Permitted Acquisitions”), provided however no such Permitted Acquisition shall be made prior to the delivery of a Compliance Certificate demonstrating compliance with Section 6.13 for the fiscal quarter ending June 30, 2022.”

Permitted Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase or acquire (through an acquisition, merger, consolidation or otherwise) (in one or a series of transactions) of all of the capital stock or equity interests or all or substantially all of the assets of any Person, unless (a) immediately before Subject to the provisions of this Section 9.14 and the requirements contained in the definition of Permitted Acquisition, the Lead Borrower and its Restricted Subsidiaries may from time to time after giving pro forma the Closing Date effect theretoPermitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Event of Default shall have occurred and be continuing at the time of the consummation of the proposed Permitted Acquisition or would result therefromimmediately after giving effect thereto; (ii) at the time of the consummation of any Permitted Acquisition, the Consolidated Total Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which Section 9.01 Financials were required to have been delivered (b) or, if no Test Period has passed, as of the last four quarters of Holdings then ended), does not exceed 4.50 to 1.00; provided that the aggregate amount invested (including assumed debt) is greater than $400,000,000, pro forma consolidated historical financial statements of consideration paid by the Lead Borrower and its Restricted Subsidiaries in connection with Permitted Acquisitions consummated from and after the Closing Date where the Acquired Entity or Business does not become a Compliance Certificate as Subsidiary Guarantor (in the case of an Acquired Entity) or owned by a Subsidiary Guarantor (in the end case of a Business) shall not exceed (x) the most recent fiscal quarter for greater of $75,000,000 and 5.00% of Consolidated Total Assets, plus (y) the four fiscal quarters most recently ended giving effect to Available Amount and (iii) the acquisition of the company or business pursuant to this Section 6.02 are Lead Borrower shall have delivered to the Administrative Agent not less than five Business Days prior and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the consummation best of any such acquisition or series officer’s knowledge, compliance with the requirements of acquisitionsthe preceding clauses (i) through (ii), inclusive, and containing the calculations (cin reasonable detail) such acquired or surviving Person becomes a Subsidiary Guarantor (and a Restricted Subsidiary) or the assets acquired are contributed to or purchased by a Subsidiary Guarantor or the Borrower (or an entity that simultaneously becomes a Subsidiary Guarantor); provided that, up to the greater of (x) $100,000,000 and (y) 2.50% of Consolidated Total Assets may be used to acquire Persons that do not become Subsidiary Guarantors or to acquire assets that are not contributed to or purchased required by the Borrower or a Subsidiary Guarantor so long as such Persons are Restricted Subsidiaries or such assets are contributed to or purchased by Restricted Subsidiaries, preceding clause (d) the business of such Person or such assets, as the case may be, constitute a business permitted by Section 6.07 and (e) with respect to each such purchase or other acquisition, all actions required to be taken with respect to any such newly created or acquired Subsidiary (including each subsidiary thereof) or assets in order to satisfy the Collateral and Guarantee Requirement to the extent applicable shall have been taken to the extent required by Section 5.12 (any such transaction, a “Permitted Acquisition”ii).

Permitted Acquisitions. The Any acquisition by Borrower will not, and will not permit or any Restricted Subsidiary to, purchase or acquire (through an acquisition, merger, consolidation or otherwise) (in one or a series of transactions) of all of the capital stock or equity interests or all or substantially all of the assets or Equity Interests of any Personother Person (the “Target”) in a related line of business, unless or assets constituting all or substantially all of a division or product line of a Target in a related line of business, so long as Borrower delivers to the Agent and the Lenders a certificate in form and content satisfactory to the Agent (a“Acquisition Certificate”) indicating that (i) immediately before prior to contracting for or consummating such acquisition there does not exist, and after giving pro forma effect theretothere does not occur as a direct or indirect result of the consummation of such acquisition, no any Event of Default shall have occurred and be continuing or would result therefromDefault, (bii) if Borrower is in compliance with the aggregate amount invested (including assumed debt) is greater than $400,000,000, pro Financial Covenants on a pro-forma consolidated historical financial statements of the Borrower and its Subsidiaries and a Compliance Certificate basis as of the end of the most recent last fiscal quarter of Borrower most recently ended for which financial statements are then available or required to be delivered under Section 5.2 of this Agreement assuming the acquisition had been consummated during such quarter, and Borrower demonstrates based on pro-forma projections covering the four fiscal quarters most recently ended giving effect to the acquisition of the company or business pursuant to this Section 6.02 are delivered to Borrower following the Administrative Agent not less than five Business Days prior to date of such Acquisition Certificate that Borrower will be in compliance with the Financial Covenants upon and after consummation of any such acquisition, (iii) such acquisition is being completed on a non-hostile basis without opposition from the board of directors, managers or series equity owners of acquisitionsthe Target, (c) such acquired or surviving Person becomes a Subsidiary Guarantor (and a Restricted Subsidiary) or the assets acquired are contributed to or purchased by a Subsidiary Guarantor or the Borrower (or an entity that simultaneously becomes a Subsidiary Guarantor); provided that, up to the greater of (x) $100,000,000 and (y) 2.50% of Consolidated Total Assets may be used to acquire Persons that do not become Subsidiary Guarantors or to acquire assets that are not contributed to or purchased by the Borrower or a Subsidiary Guarantor so long as such Persons are Restricted Subsidiaries or such assets are contributed to or purchased by Restricted Subsidiaries, (d) the business of such Person or such assets, as the case may be, constitute a business permitted by Section 6.07 and (eiv) with respect to each such purchase any assets or other acquisition, all actions required to be taken with respect Equity Interest of any Person acquired directly or indirectly pursuant to any such newly created or acquired Subsidiary acquisition, there are no liens thereon other than Permitted Encumbrances, and (v) the aggregate Consideration paid by Borrower and all Subsidiaries in connection with any such acquisition does not exceed $10,000,000 (including any investments made pursuant to Section 6.3(c)(iv), and the aggregate Consideration for all such acquisitions during the term of this Agreement does not exceed $20,000,000 (including any investments made pursuant to Section 6.3(c)(iv), unless specifically consented to by the Required Lenders (each subsidiary thereof) or assets in order to satisfy the Collateral and Guarantee Requirement to the extent applicable shall have been taken to the extent required by Section 5.12 (any such transactionacquisition, a “Permitted Acquisition” and all such acquisitions, the “Permitted Acquisitions”).

Permitted Acquisitions. The Borrower will not, and will not permit any Restricted Subsidiary to, purchase or acquire (through an acquisition, merger, consolidation or otherwise) (As soon as practicable but in one or a series of transactions) of all of the capital stock or equity interests or all or substantially all of the assets of any Person, unless (a) immediately before and after giving pro forma effect thereto, no Default shall have occurred and be continuing or would result therefrom, (b) if the aggregate amount invested (including assumed debt) is greater than $400,000,000, pro forma consolidated historical financial statements of the Borrower and its Subsidiaries and a Compliance Certificate as of the end of the most recent fiscal quarter for the four fiscal quarters most recently ended giving effect to the acquisition of the company or business pursuant to this Section 6.02 are delivered to the Administrative Agent not event less than five Business Days prior to the consummation date on which any Permitted Acquisition is consummated, (a) financial statements of the target (including any Person whose assets are to be acquired) of such Permitted Acquisition and its Subsidiaries, if any, on a consolidated or combined basis (or, if any such acquisition Permitted Acquisition is of assets, financial statements of the business operation to be acquired), in each case, to the extent available, for the most recently completed fiscal year of such target, (b) copies of all other consolidated balance sheets and consolidating balance sheets (to the extent consolidating balance sheets are available) and related statements of operations and statements of cash flows of such target and its Subsidiaries, if any, acquired in such Permitted Acquisition, that are to be delivered to Company or series any of acquisitionsits Subsidiaries in connection with such Permitted Acquisition, (c) to the extent then available, copies of all purchase agreements, agreements of merger, letters of intent or other operative agreements entered into by Company or any of its Subsidiaries in connection with such acquired or surviving Person becomes a Subsidiary Guarantor Permitted Acquisition (it being understood and a Restricted Subsidiary) or the assets acquired are contributed to or purchased by a Subsidiary Guarantor or the Borrower (or an entity that simultaneously becomes a Subsidiary Guarantor); provided agreed that, up to the greater extent such agreements or letters of (x) $100,000,000 intent have not been entered into at such time, copies of such agreements and (y) 2.50% letters of Consolidated Total Assets may intent shall be used to acquire Persons that do not become Subsidiary Guarantors or to acquire assets that are not contributed to or purchased by delivered reasonably promptly after the Borrower or a Subsidiary Guarantor so long as such Persons are Restricted Subsidiaries or such assets are contributed to or purchased by Restricted Subsidiariesexecution thereof), (d) the business a consolidated balance sheet of Company and its Subsidiaries giving pro forma effect to such Person or such assetsPermitted Acquisition, as the case may be, constitute a business permitted by Section 6.07 and (e) a Compliance Certificate of Company and its Subsidiaries demonstrating pro forma compliance with respect the covenants contained in Section 7 after giving effect to each such purchase or other acquisition, all actions required to be taken with respect to any such newly created or acquired Subsidiary (including each subsidiary thereof) or assets in order to satisfy the Collateral and Guarantee Requirement to the extent applicable shall have been taken to the extent required by Section 5.12 (any such transaction, a “Permitted Acquisition”), (f) any other information relating to such Permitted Acquisition reasonably requested by Syndication Agent or Administrative Agent.