Permitted Acquisition

Permitted Acquisition. The acquisition of the assets or stock of another party not already a Subsidiary (each, a "Permitted Acquisition"), but only if and to the extent that such Permitted Acquisition is approved in writing by the Majority Banks in their discretion (including, if so approved, any conditions which such Majority Banks may determine necessary or appropriate to impose).

Permitted Acquisition. Shall mean an acquisition by the Borrower or any of its Subsidiaries which (i) is an acquisition of a Person or assets of a Person in a line of business permitted by Section 6.3 hereof, (ii) is in an amount not greater than $100,000,000 in total cash consideration (after deducting cash on the balance sheet of the Person acquired or included in the assets being acquired) for any single acquisition; provided, however, the total cash... consideration (after deducting cash on the balance sheet of the Person acquired or included in the assets being acquired) for any single acquisition may exceed $100,000,000 with the consent of the Required Lenders or if the funds for such acquisition are provided by SFDG by a loan and the assets of the entity acquired or the assets acquired are transferred to SFDG to extinguish such loan or in exchange for a preferred ownership interest with terms matching such loan's terms, (iii) is approved by the Board of Directors or the requisite shareholders of the Person being acquired or Person transferring the assets being acquired, 2 (iv) if an acquisition of Capital Stock of a Person, at least 51% of all issued and outstanding Capital Stock of such Person is acquired, and (v) after giving effect to such acquisition on a Pro Forma Basis, the Borrower and its Restricted Subsidiaries are in compliance with each of the financial covenants set forth in Section 5.9. View More

Permitted Acquisition. Is (i) any Cash Acquisition in which the aggregate consideration paid, directly or indirectly, by the Borrower does not exceed the lesser of 15% of Borrower's Tangible Net Worth or 50% of Borrower's aggregate cash and marketable securities immediately prior to such Cash Acquisition, or (ii) any Stock Acquisition that does not result in a change in ownership of more than 25% of the aggregate voting control of the Borrower outstanding immediately prior to such Stock Acquisition and the... consideration paid, directly or indirectly, will not in the aggregate exceed 30% of Borrower's Tangible Net Worth, or (iii) any transaction consisting in part of a Stock Acquisition and in part of a Cash Acquisition, provided that each such portion does not exceed a pro rata portion of the applicable threshold set forth in the preceding clauses (i) and (ii) as is equal to the percentage of the aggregate consideration paid in such transaction. View More

Permitted Acquisition. (d) the aggregate consideration for any Permitted Acquisition (excluding (x) consideration in the form of common Equity Interests of the Borrower, (y) cash proceeds from the issuance or sale of common Equity Interests of the Borrower used to pay the purchase price for such acquisition within 90 days after receipt thereof and (z) Indebtedness incurred pursuant to Section 6.01(a)(vi) as part of such consideration) shall not exceed an amount equal to the sum of (i) $50,000,000, plus (ii) Available... Retained Cash as of the most recent Determination Date on or prior to the date of such Permitted Acquisition, minus (iii) any amounts previously expended to make Permitted Acquisitions, minus (iv) any amounts previously expended to make "Voluntary Prepayments" permitted pursuant to the First Amendment to this Agreement or Voluntary Prepayments permitted pursuant to the Second Amendment to this Agreement (excluding the first $95,000,000 aggregate cash amount paid by the Borrower for Voluntary Prepayments pursuant to the Second Amendment to this Agreement), View More

Permitted Acquisition. Means any acquisition, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or more than 50% of the voting Equity Interests of, or a business line or a division of, any Person; provided that: (1) the Persons, assets, business lines or divisions acquired shall not be in engaged in any business activities substantially different from those in which the Borrower is presently engaged or such other lines of business as may be consented to by Bank; (2) no default,... event of default or event that would constitute a default or event of default but for the giving of notice, the lapse of time or both, has occurred in any provision of this Agreement, the Notes or any other Related Documents and is continuing or would result from such acquisition; (3) as of the closing of any acquisition, such acquisition shall have been approved by the board of directors or equivalent governing body of the Person to be acquired or from which such assets, business line or division is to be acquired; (4) not less than 15 Business Days prior to the consummation of any acquisition for consideration (including assumed liabilities, earnout payments and any other deferred payment) in excess of $5,000,000, the Borrower shall have delivered to the Bank a written description of the Person, assets, business line or division to be acquired and its operations; (5) the Borrower shall demonstrate to the reasonable satisfaction of the Bank that, after giving effect to such acquisition, the Borrower will be in pro forma compliance with all of the terms and provisions of the financial covenants set forth in Sections 5.2M and 5.2N of this Agreement; and (6) if such acquisition is structured as a merger, the Borrower (or if such merger is with any Subsidiary, then such Subsidiary) shall be the surviving Person after giving effect to such merger. View More

Permitted Acquisition. (d) the aggregate consideration for all Permitted Acquisitions made after the Closing Date (excluding (x) consideration in the form of common Equity Interests of the Borrower, (y) cash proceeds from the issuance or sale of common Equity Interests of the Borrower used to pay the purchase price for such acquisition within 90 days after receipt thereof and (z) Indebtedness incurred pursuant to Section 6.01(a)(vi) as part of such consideration) shall not exceed an amount equal to the sum of (i)... $50,000,000, plus (ii) Available Retained Cash, minus (iii) any amounts expended to make Voluntary Prepayments, View More

Permitted Acquisition. Means the Lockwood Acquisition and an Acquisition that meets the following conditions: (a) The Agent shall receive at least 10 days prior written notice of any such proposed Permitted Acquisition for which the cash consideration exceeds $15,000,000; (b) Such Permitted Acquisition shall only involve assets or businesses comprising a business, or those assets of a business, substantially of the type engaged in by the Borrowers as of the date of this Agreement; ... (c) Such Permitted Acquisition shall be consensual and shall have been approved by the Target's board of directors (and stockholders to the extent required by applicable law); (d) No additional Indebtedness shall be incurred, assumed or otherwise reflected on the Consolidated balance sheet of the Parent and its Subsidiaries after giving effect to the Permitted Acquisition, except (i) ordinary course trade payables and accrued expenses and (ii) other assumed Indebtedness not incurred in anticipation of the proposed Acquisition, provided that upon the assumption of such Indebtedness the Borrowers would be in compliance with the financial covenants set forth in Section 9.4 through 9.6 on a pro forma basis, and, provided, further, that (A) any purchase money Indebtedness or Capitalized Leases assumed are secured only by the assets of the Target acquired with the proceeds of such purchase money Indebtedness or Capitalized Leases, (B) any Indebtedness secured by Liens on real property is in an outstanding principal amount not in excess of the fair market value of the real property (except this restriction shall not apply if the aggregate amount of such Indebtedness secured by Liens on real property for all Permitted Acquisitions does not exceed $2,500,000), and (C) no Indebtedness secured by accounts receivable shall be assumed; (e) The business and assets of the Target shall be free of Liens, except Liens permitted in connection with Indebtedness permitted to be assumed by paragraph (d) of this definition; (f) All necessary or appropriate third party and government waivers and consents relating to the Permitted Acquisition have been received; and (g) Prior to becoming contractually committed to make such Acquisition for which cash consideration exceeds $15,000,000, the Borrowers shall deliver to the Agent, pro forma Consolidated financial statements for the Parent and its Subsidiaries, including the Target, for the four fiscal quarters preceding the date of the Acquisition, in form satisfactory to the Agent, accompanied by a certificate of a Financial Officer certifying that after giving effect to such Acquisition, the Borrowers will be in compliance with the financial covenants set forth in Section 9.4 through 9.6, and no Default will exist. View More

Permitted Acquisition. Has the meaning provided to such term in the Notes Indenture, whether or not any of the Notes Debt is outstanding or the Notes Indenture remains effective.

Permitted Acquisition. Shall mean an acquisition by the Borrower or any Wholly Owned Domestic Subsidiary of the Borrower of the Capital Stock or all or substantially all of the Property of another Person (including by merger or consolidation or by incorporation of a new Subsidiary) for up to the fair market value of the Capital Stock or Property acquired, provided, that, (a) the Capital Stock or Property acquired in such acquisition relates directly to or is strategically related to the business of the Borrower or... any of its Subsidiaries as existing on the Effective Date, (b) any Indebtedness issued, incurred or assumed by the Borrower and its Subsidiaries on a consolidated basis from such acquisition (as permitted hereunder) shall not in the aggregate exceed $10,000,000, (c) the Agent shall have received all items in respect of the Capital Stock or Property acquired in such acquisition (and/or the seller thereof) required to be delivered by the terms of Section 6.11, (d) in the case of an acquisition of the Capital Stock of another Person, (i) the board of directors (or other comparable governing body) of such other Person shall have duly approved such acquisition and (ii) the Capital Stock acquired shall constitute 100% of the Total Voting Power and ownership interest of the issuer thereof, (e) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such acquisition and 4 the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such acquisition on a Pro Forma Basis, the Borrower shall be in compliance with all of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition and with respect to which the Agent has received the Required Financial Information, (f) the representations and warranties made by the Credit Parties in each Credit Document shall be true and correct in all material respects as of the date of such acquisition (as if made on such date after giving effect thereto) except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects at and as of such earlier date), (g) the aggregate consideration (including cash, assumption of indebtedness and non-cash consideration) for any single acquisition (or series of related acquisitions) shall not exceed $30,000,000 and the aggregate consideration (including cash, assumption of indebtedness and non-cash consideration) for all such acquisitions occurring during any calendar year of the Borrower during the term hereof shall not exceed $30,000,000, (h) the aggregate cash consideration for any single acquisition (or series of related acquisitions) shall not exceed $20,000,000 and the aggregate cash consideration for all such acquisitions occurring during any calendar year of the Borrower during the term hereof shall not exceed $30,000,000; (i) the receipt of prior written consent (which consent Lenders shall have no obligation to give) of the Required Lenders; and (j) the sum of the principal amount of the Term Loan, all Acquisition Loans and any Revolving Loans specific to an acquisition shall not exceed an amount equal to two times the cash and Cash Equivalents of the Borrower and its Subsidiaries determined on a consolidated basis. Notwithstanding the foregoing, the acquisition by Borrower, directly or through its subsidiaries Kendle International S.A. de C.V. and Kendle Services S.A., de C.V., of substantially all of the assets of Informatica Clinica SC, Estadisticos y Clinicos Asociados, S.A. and USA ECA, Inc., for an aggregate purchase price not to exceed $3,500,000 shall, upon satisfaction of the conditions set forth in clauses (a), (b), (e), (f) and (j) above, constitute a "Permitted Acquisition" hereunder. View More

Permitted Acquisition. Means an acquisition by the Company of either (a) rights to (i) pharmaceutical products or (ii) similar products sold into the OB/GYN, dermatological or dental markets or (b) assets of a business reasonably similar to the business of the Company and its Subsidiaries on the Date of Closing, in the case of either clause (a) or (b) to the extent the Company receives the written consent of the Required Holders.