Common use of Creation/Acquisition of Subsidiaries Clause in Contracts

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created or acquired Subsidiary. Nothing in this Section 6.12 shall be construed as permitting the creation or acquisition of any Subsidiary unless otherwise expressly permitted by this Agreement or consented to in writing by Collateral Agent and the Required Lenders.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co‑Borrower co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Shares; provided, however, that solely in the circumstance in which Borrower or acquired Subsidiary. Nothing in this Section 6.12 shall be construed as permitting the creation or acquisition of any Subsidiary unless otherwise expressly creates or acquires a Foreign Subsidiary in an acquisition permitted by this Agreement Section 7.7 hereof or consented to in writing otherwise approved by Collateral Agent and the Required Lenders, such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co‑Borrower co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares stock, units or other evidence of ownership of each such newly created or acquired Subsidiary. Nothing Collateral Agent, Lenders and Borrower agree that in this Section 6.12 shall be construed as permitting the creation event Borrower creates a foreign Subsidiary (or acquisition of any Subsidiary unless otherwise expressly permitted by this Agreement or consented to in writing by a joint venture), Borrower, Collateral Agent and the Required LendersLenders will work together in good faith to allow for capitalization and funding of such subsidiary (or joint venture) in a manner and in amounts acceptable to Lenders in their sole discretion, and subject to documentation acceptable to Collateral Agent and Lenders in their sole discretion.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any SubsidiarySubsidiary after the Closing Date, Borrower shall provide prior written notice to Collateral Agent and each Lender Bank of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender Bank to cause each such Subsidiary to become a co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, Bank a perfected security interest in the Shares all of the equity interests of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or acquired Subsidiary. Nothing in this Section 6.12 shall be construed as permitting the creation or acquisition of any Subsidiary unless otherwise expressly permitted by this Agreement creates or consented acquires a Foreign Subsidiary, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in writing by Collateral Agent and to the Required Lendersassets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to the Bank a perfected security interest in more than sixty‑five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares stock, units or other evidence of ownership of each such newly created or acquired Subsidiary. Nothing ; provided, however, that solely in this Section 6.12 the circumstance of Xeris Pharmaceuticals Australia Pty Ltd. and Xeris Pharmaceuticals Ireland Limited, (i) such Subsidiary shall not be construed as permitting required to guarantee the creation or acquisition Obligations of any Subsidiary unless otherwise expressly permitted by this Agreement or consented Borrower under the Loan Documents and grant a continuing pledge and security interest in and to in writing by Collateral Agent and the Required Lendersassets of such Subsidiary.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created or acquired SubsidiarySubsidiary owned by Borrower. Nothing in Notwithstanding anything to the contrary contained herein, INBRX 103, LLC, a Delaware limited liability company and a Subsidiary of Borrower, shall not be subject to the requirements of this Section 6.12 shall be construed as permitting the creation or acquisition of any Subsidiary unless otherwise expressly permitted by this Agreement or consented to in writing by Collateral Agent and the Required Lenders6.11.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each the Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any the Lender to cause each such Subsidiary to become a co‑Borrower co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, Lender a perfected security interest in the Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower creates or acquired acquires a Foreign Subsidiary. Nothing , (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in this Section 6.12 and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be construed as permitting required to grant and pledge to the creation or acquisition Lender a perfected security interest in more than sixty-five percent (65%) of any Subsidiary unless otherwise expressly permitted by this Agreement or consented to in writing by Collateral Agent and the Required LendersShares of such Foreign Subsidiary.

Creation/Acquisition of Subsidiaries. In the event Borrower, Guarantor or any of its Subsidiaries Subsidiary creates or acquires any Subsidiary, Borrower Borrower, Guarantor and such Subsidiary shall provide prior written notice to promptly notify Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such domestic Subsidiary to become a co‑Borrower co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) and/or Guarantor shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares stock, units or other evidence of ownership of each Subsidiary; provided, in the case of a Foreign Subsidiary, such newly created pledge shall not exceed sixty-five percent (65%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower or acquired Subsidiary. Nothing in this Section 6.12 shall be construed as permitting Guarantor of the creation Foreign Subsidiary which shares entitle the holder thereof to vote for directors or acquisition of any Subsidiary unless otherwise expressly permitted by this Agreement or consented to in writing by Collateral Agent and the Required Lendersother matter.

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower or any of its Subsidiaries creates or acquires any SubsidiarySubsidiary after the Effective Date, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Domestic Subsidiary to become a co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Domestic Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Domestic Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares Shares, to the extent required herein. Notwithstanding anything herein to the contrary, no Subsidiary that is a (a) FSHCO, (b) Foreign Subsidiary or (c) Subsidiary of each such newly created or acquired Subsidiary. Nothing in this Section 6.12 a Foreign Subsidiary shall be construed as permitting required to become a co-Borrower hereunder or to guarantee the creation Obligations of Borrower under the Loan Documents or acquisition grant a security interest in any of any Subsidiary unless otherwise expressly permitted by this Agreement or consented to its assets in writing by favor of Collateral Agent and the Required LendersAgent.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created or acquired Subsidiary. Nothing in this Section 6.12 shall be construed as permitting the creation or acquisition of any Subsidiary unless otherwise expressly permitted by this Agreement or consented to in writing by Collateral Agent and the Required Lenders. Notwithstanding the foregoing, LLC shall not be required to become a co-Borrower hereunder or guarantee the Obligations of Borrower under the Loan Documents and shall not be required to grant any Liens on any of its assets in favor of Collateral Agent or Lenders.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co‑Borrower co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary; provided, however, that solely in the 116496009v12 030690.000085 circumstance in which Borrower or acquired Subsidiary. Nothing in this Section 6.12 shall be construed as permitting the creation or acquisition of any Subsidiary unless otherwise expressly creates or acquires a Foreign Subsidiary in an acquisition permitted by this Agreement Section 7.7 hereof or consented to in writing otherwise approved by Collateral Agent and the Required Lenders., (i) such Foreign Subsidiary shall not be required to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and

Creation/Acquisition of Subsidiaries. In the event Borrower, any Borrower or any Subsidiary of its Subsidiaries any Borrower creates or acquires any SubsidiarySubsidiary after the Effective Date, Borrower or such Subsidiary shall provide prior written notice promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by Collateral Agent to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) to cause such New Subsidiary to become either a co-Borrower hereunder if such New Subsidiary is organized under the laws of the United States or a secured guarantor with respect to the Obligations; and (ii) to grant and pledge to Collateral Agent and each Lender of a perfected security interest in the creation or acquisition Shares of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent New Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Lender to cause each Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by this Agreement, such Foreign Subsidiary to become a co‑Borrower hereunder or shall not be required to guarantee the Obligations of Borrower under the Loan Documents and, in each case, or grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Foreign Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created or acquired Subsidiary. Nothing in this Section 6.12 shall be construed as permitting the creation or acquisition of any Subsidiary unless otherwise expressly permitted by this Agreement or consented to in writing by Collateral Agent and the Required Lenders.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares stock, units or other evidence of ownership of each such newly created or acquired Subsidiary. Nothing ; provided, however, that solely in this Section 6.12 the circumstance of Xeris Pharmaceuticals Australia Pty Ltd. and Xeris Pharmaceuticals Ireland Limited, (i) such Subsidiary shall not be construed as permitting required to guarantee the creation or acquisition Obligations of any Subsidiary unless otherwise expressly permitted by this Agreement or consented Borrower under the Loan Documents and grant a continuing pledge and security interest in and to in writing by Collateral Agent and the Required Lendersassets of such Subsidiary.”

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any SubsidiarySubsidiary after the Effective Date, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstances in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary, (i) neither such Subsidiary shall be required to guarantee the Obligations of Borrower under the Loan Documents or grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five percent (65%) of the Shares of each such newly created or acquired Subsidiary. Nothing in this Section 6.12 shall be construed as permitting the creation or acquisition of any Subsidiary unless otherwise expressly permitted by this Agreement or consented to in writing by Collateral Agent and the Required Lenders.