Permitted Acquisition

Permitted Acquisition. Means an acquisition by the Company of another business entity with respect to which the pro forma financial statements of the Company prepared in good faith by the Company's management reflecting such acquisition, which are submitted to the Board in connection with its approval of such acquisition, demonstrate that such acquisition will not result in an overall decrease in the per share EBITDA of the Company over the four (4) fiscal quarters of the Company beginning with the second full fiscal... quarter following the consummation of such acquisition. For purposes of Section 6(c)(ii) of this Certificate of Designation, shares of Common issued by the Company as consideration in connection with a Permitted Acquisition shall be deemed issued at a price equal to the Market Price on the Business Day immediately preceding the day on which the definitive agreement for such acquisition is executed. View More

Permitted Acquisition. Means the acquisition contemplated by the non-binding letter of intent described in the Company's definitive proxy statement, dated September 6, 2006 (the "September Proxy Statement"), of all of the equity interests of an entity in the dental products industry; provided, that the acquisition is consummated on substantially the terms described in the September Proxy Statement.

Permitted Acquisition. Means any acquisition by Borrower or any wholly owned Subsidiary, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the equity interests of, or a business line or unit or a division of, any Person which is organized in and whose operations and assets are conducted and located in the United States of America; provided that, (i) immediately prior to, and after giving 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 laws; 5 (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 Subsidiary of Borrower in connection with such acquisition shall be owned 100% by Borrower or such newly formed Subsidiary and such equity interests shall be pledged to Agent pursuant to documentation in form and content reasonably satisfactory to Agent; (iv) Borrower shall have delivered to Agent at least ten (10) Business Days prior to such proposed acquisition (A) a compliance certificate and supporting calculations evidencing compliance with Sections 6.5, 6.6 and 6.7 both before and after giving effect to such acquisition and pro form compliance with Sections 6.5, 6.6 and 6.7 for the twelve (12) month period following such acquisition, (B) all relevant financial information with respect to such acquired assets or equity interests (and any issuer thereof), including, without limitation, the consideration for such acquisition and any other information required to demonstrate compliance with Sections 6.5, 6.6 and 6.7, and (C) copies of all material documents and agreements in connection with such acquisition, which document shall be in form and content satisfactory to Agent and shall be subject to Agent's approval; (v) any Person or assets or division as acquired in accordance herewith shall be in same business or lines of business in which Borrower and its Subsidiaries are engaged or a similar or related business or line of business or such other lines of businesses as may be consented to by Bank; (vi) Borrower's Minimum Liquidity after giving effect to such acquisition shall be at least Ten Million Dollars ($10,000,000.00); (vii) if such acquisition is structured as a purchase of equity interests by Borrower or a newly formed Subsidiary of Borrower, both the Person acquired as well as any newly formed Subsidiary of Borrower, contemporaneously with the closing of such acquisition, shall execute a Guaranty for all Obligations and a Security Agreement securing all Obligations, each in form and content satisfactory to Agent; (xii) with respect to Borrower's acquisition of Webhire, Inc., the aggregate acquisition consideration (including, without limitation, assumed liabilities and any future "earn-out" or other similar payments) does not exceed $37,000,000.00; and (xiii) within ten (10) days after the closing of such acquisition, Borrower shall have delivered to Agent copies of all 6 material documents and agreements in connection with such acquisition. View More

Permitted Acquisition. Shall mean (I) the Specified Acquisition; provided that (a) at the time of the Specified Acquisition both immediately before and after giving effect thereto, no Event of Default or Default shall have occurred and be continuing; (b) Holdings and the Restricted Subsidiaries shall not incur or assume any Indebtedness in connection with the Specified Acquisition, except as permitted by Section 6.01; (c) immediately after the consummation of the Specified Acquisition, after giving pro forma effect... to the Specified Acquisition and the incurrence or assumption of any Indebtedness in connection therewith, the Leverage Ratio shall be less than or equal to the Leverage Ratio immediately prior to the consummation of the Specified Acquisition; (d) the Specified Acquisition shall be consummated on or prior to November 30, 2012; (e) the aggregate consideration for the Specified Acquisition shall not exceed $65,000,000, excluding any purchase price adjustments and (f) in the event that Holdings and its Subsidiaries acquire all of the Equity Interests of the Specified Acquisition Target, such Persons shall comply, and shall cause the Specified Acquisition Target and its Subsidiaries to comply, with the applicable provisions of Sections 5.09 and 5.10 and the Security Documents, unless the Specified Acquisition Target or the applicable Subsidiary would otherwise be an Excluded Subsidiary pursuant to clauses (a), (b) or (c) of the definition of Excluded Subsidiary (it being understood and agreed that, notwithstanding the terms of such applicable provisions of Sections 5.09 and 5.10, the applicable Loan Parties shall have 60 days (or such longer period as the Administrative Agent may agree in its sole discretion) after the acquisition of all of the Equity Interests of the Specified Acquisition Target to comply with the requirements of such applicable provisions); (II) at any time following the Specified 2 NY\3676799.6 Acquisition, the acquisition by the Specified Acquisition Target or any Loan Party that is not a US Subsidiary or an Excluded Foreign Subsidiary of all or any portion of the remaining Equity Interests of the Specified Acquisition Target, provided that in the event that Holdings and its Subsidiaries acquire all of the Equity Interests of the Specified Acquisition Target, such Persons shall comply, and shall cause the Specified Acquisition Target and its Subsidiaries to comply, with the applicable provisions of Sections 5.09 and 5.10 and the Security Documents, unless the Specified Acquisition Target or the applicable Subsidiary would otherwise be an Excluded Subsidiary pursuant to clauses (a), (b) or (c) of the definition of Excluded Subsidiary (it being understood and agreed that, notwithstanding the terms of such applicable provisions of Sections 5.09 and 5.10, the applicable Loan Parties shall have 60 days (or such longer period as the Administrative Agent may agree in its sole discretion) after the acquisition of all of the Equity Interests of the Specified Acquisition Target to comply with the requirements of such applicable provisions) and (III) the acquisition by any Loan Party of all or substantially all the assets of a Person or line of business of such Person, or all of the Equity Interests of a Person (referred to herein as the "Acquired Entity"); provided that (a) the Acquired Entity shall be in a similar or complementary and related line of business (or reasonably related extensions thereof) as that of the Loan Parties as conducted during the current and most recently concluded calendar year; (b) at the time of such transaction both immediately before and after giving effect thereto, no Event of Default or Default shall have occurred and be continuing; (c) Holdings and the Restricted Subsidiaries shall not incur or assume any Indebtedness in connection with such acquisition, except as permitted by Section 6.01; and (d) the Loan Parties shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Sections 5.09 and 5.10 and the Security Documents, unless such Acquired Entity would otherwise be an Excluded Subsidiary pursuant to clauses (a), (b), (c) or (e) of the definition of Excluded Subsidiary (it being understood and agreed that the applicable Loan Parties shall comply with the provisions of Section 5.09(e) even if such Acquired Entity is an Excluded Foreign Subsidiary). View More

Permitted Acquisition. As to any Person, any acquisition of property or series of related acquisitions of property by such Person that (a) constitutes all or substantially all of a business unit of any other Person or constitutes all of the Capital Stock of any other Person, and (b) is permitted by and consummated in compliance with the requirements of Section 8.8(m).

Permitted Acquisition. The purchase or acquisition by the Borrower or any of its Subsidiaries of Equity Interests in, or substantially all of the assets of, another Corporation provided that: (A) all such purchases and acquisitions during any period of twelve (12) consecutive calendar months shall not in the aggregate exceed thirty-five and No/100 percent (35.00%) of the consolidated stockholders' equity of the Borrower, determined in accordance in GAAP; and (B) 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 purchase or acquisition. View More

Permitted Acquisition. The Acquired Business shall (a) in the case of an Acquired Business that is a Person, be an operating company that engages in a line of business substantially similar to the business that Parent and its Subsidiaries are permitted to engage in pursuant to Section 9.15 and (b) in all other cases, be a business or a division engaged in, or assets related to, a line of business substantially similar to the business that Parent and its Subsidiaries are permitted to engage in pursuant to Section 9.15.

Permitted Acquisition. Any Acquisition (i) with an Acquisition amount of $100,000,000.00 or more if approved by Bank, and (ii) with an Acquisition amount of less than $100,000,000.00 if: (A) The business acquired is a Permitted Line of Business; (B) Any securities given as consideration therewith are securities of Borrower; (C) Immediately after the Acquisition, the business so acquired (and the assets constituting such business) shall be owned and operated by Borrower or another Member of the Borrower Consolidated... Group; (D) No Default shall have occurred and be continuing at the time of the consummation of such Acquisition or would exist immediately after such Acquisition; (E) With respect to any Acquisition with an acquisition amount of $10,000,000.00 or more, Borrower shall have delivered to Bank a pro-forma compliance certificate demonstrating that, on a pro-forma basis, after giving effect to the Acquisition, such Acquisition would not give rise to a Financial Covenant Default as of the consummation of the Acquisition, or a Financial Covenant Default during the one-year period following the consummation of such Acquisition; and (F) Any other Acquisition that may be approved in writing by Bank from time to time View More

Permitted Acquisition. (i) the aggregate amount of all acquisitions in any Fiscal Year shall not exceed $200,000,000; (ii) the amount of such individual acquisition shall not exceed $200,000,000, and (iii) the aggregate amount of all acquisitions during the term of the Revolving Loan Commitments shall not exceed $600,000,000;

Permitted Acquisition. The Lender shall receive written notice at least three (3) Business Days prior to the earlier of: (i) Borrower issuing a news release announcing such proposed Acquisition, (ii) Borrower filing a Form 8K with SEC announcing such proposed Acquisition and (iii) the closing of such proposed Acquisition, which notice shall include a reasonably detailed description of such proposed Acquisition.