Permitted Acquisitions

Permitted Acquisitions. Means (a) the Born Free Acquisition, and (b) other Investments consisting of an Acquisition or series of Acquisitions by Borrowers during the term of this Agreement which is or are consented to in writing by Required Lenders in their sole discretion; provided in all cases that (i) the property and assets acquired (or the property and assets of the Person acquired) in such Acquisition is identical, similar, complementary or ancillary to the line of business as the Borrowers and their... Subsidiaries were engaged in on the Closing Date, (ii) Administrative Agent shall have received all items in respect of the Equity Interests or property acquired in such Acquisition required to be delivered by the terms of the Collateral Documents, (iii) in the case of an Acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (iv) the Borrower Representative shall have delivered to Administrative Agent a pro forma Compliance Certificate demonstrating that, upon giving effect to such Acquisition on a pro forma basis, Borrowers would be in compliance with the financial covenants set forth in Section 6.12 as of the most recent fiscal quarter for which Borrowers have delivered financial statements pursuant to Section 6.01(a) or Section 6.01(b), as applicable, and no other Default has occurred and is continuing or would be caused by such Acquisition, and (v) the representations and warranties made by Borrowers in each Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto) except to the extent such representations and warranties expressly relate to an earlier date. View More

Permitted Acquisitions. Any Acquisition consisting of a single transaction or a series of related transactions by the Borrower so long as (i) no event of default under this Agreement has occurred and is continuing or would exist after giving effect to such Acquisition, (ii) immediately prior to and after giving effect to such Acquisition, the Borrower shall be in compliance with financial covenants set forth in this Agreement on a pro-forma basis, (iii) the Total Consideration for any single Acquisition does not... exceed $5,000,000 and the Total Consideration in any twelve month period does not exceed $25,000,000; and (iv) at the time and after giving effect to each such Acquisition, the sum of the Borrower's unencumbered cash and availability under Facility No. 1 shall not be less than $10,000,000. For purposes hereof, "Total Consideration" shall exclude the value of any equity of the Borrower which has been issued as part of the purchase price in connection with any Acquisition. View More

Permitted Acquisitions. Shall mean (i) an acquisition by any Borrower in which the purchase price or assets (personal or real) being acquired is less than Two Million Five Hundred Thousand Dollars ($2,500,000.00); provided that, the purchase price or assets (personal or real) will not exceed $5,000,000 in the aggregate during any fiscal year, and provided further that, Borrowers shall have given Agent prior written notice of such acquisition, containing such... detail as Agent may reasonably require, including without limitation, evidence, in form and content acceptable to Agent, that the consummation of such acquisition will not result in an Event of Default, and (ii) such other acquisitions which have otherwise been consented to by the Required Lenders in writing. Notwithstanding the foregoing, no Borrower will be permitted to consummate a Permitted Acquisition after the occurrence and during the continuance of an Event of Default. -6- View More

Permitted Acquisitions. Means the purchase or acquisition (whether in one or a series of related transactions) by the Borrower of (a) more than 50% of the Equity Interests with ordinary voting power of another Person or (b) all or substantially all of the Property (other than Equity Interests) of another Person or division or line of business or business unit of another Person, whether or not involving a merger or consolidation with such Person; provided that (i) at the time thereof and after giving effect thereto,... no default or event of default under Section 7 shall have occurred and be continuing or would result from such acquisition or purchase, (ii) the aggregate amount of the consideration (or, in the case of consideration consisting of assets, the fair market value of the assets) paid by the Borrower and its Subsidiaries shall not exceed $5,000,000 on a cumulative basis for all such acquisitions or purchases subsequent to the date hereof, (iii) the Borrower would be in compliance with the financial covenants set forth in Section 5 for the most recent calculation period and as of the last day thereof, if such acquisition or purchase had been completed on the first day of such calculation period, (iv) not less than five Business Days prior to the consummation of such proposed acquisition, the Borrower shall deliver to the Bank, a certificate of the chief financial officer of the Borrower setting forth in reasonable detail calculations demonstrating compliance with the conditions set forth in clauses (ii) and (iii) above, and (v) such acquisition or purchase is consummated on a non-hostile basis. View More

Permitted Acquisitions. (ix) immediately after giving effect to such transaction, the aggregate amount of the unused amount of the Revolving Commitments shall be at least $20 million.

Permitted Acquisitions. : a Covered Acquisition, if each of the following conditions is met: (i) no Default or Event of Default shall have occurred and be continuing on the date of any such acquisition or after giving effect to such acquisition; (ii) after giving pro forma effect to such acquisition, (A) the Borrower shall be in compliance with all covenants set forth in Section 7.1, recomputed as of the most recently ended Reference Period (as defined in the definition of "Consolidated EBITDA") of the Borrower... and calculated in accordance with the definition of "Consolidated EBITDA" (assuming, for purposes of Section 7.1, that such acquisition, and all other Permitted Acquisitions consummated since the first day of the relevant Reference Period for each of the financial covenants set forth in Section 7.1 ending on or prior to the date of such acquisition, had occurred on the first day of such relevant Reference Period), (B) unless expressly approved by the Administrative Agent, the business, Persons or assets being acquired shall have generated positive EBITDA for the last twelve-month period most recently ended prior to the date of consummation of such acquisition and (C) the Availability in effect on such date after giving effect to such acquisition is equal to or greater than $20,000,000; (iii) neither the Borrower nor any Restricted Subsidiary shall, in connection with any such acquisition, assume or remain liable with respect to any Indebtedness or other liability (including any material tax or ERISA liability) of the related seller of the business, Person or assets acquired, except to the extent permitted under Section 7.2 and any other such liabilities or obligations not permitted to be assumed or otherwise supported by the Borrower or such Restricted Subsidiary hereunder shall be paid in full or released as to the business, Persons or assets being so acquired on or before the consummation of such acquisition; (iv) the Person, property or business to be acquired shall be engaged in a business of the same or similar type conducted by the Borrower and the Restricted Subsidiaries on the Closing Date and the property acquired in connection with any such acquisition shall be made subject to the Lien of the Security Documents to the extent required by Section 6.10 of the Credit Agreement within fifteen days after such acquisition and shall be free and clear of any Liens, other than Liens permitted by Section 7.3 of the Credit Agreement; (v) the board of directors or other similar governing body of the acquired Person shall not have indicated publicly its opposition to the consummation of such acquisition, which opposition has not been publicly withdrawn; 2 (vi) all transactions in connection therewith shall be consummated in accordance with all applicable laws of all applicable Governmental Authorities; (vii) with respect to any acquisition involving aggregate consideration (including assumed Indebtedness) of more than $5,000,000, the Borrower shall have provided the Administrative Agent and the Lenders with (A) historical financial statements for the last three fiscal years, if available, of the Person or business to be acquired (audited if available without undue cost or delay) and unaudited financial statements thereof for the most recent interim period which are available, (B) (1) reasonably detailed projections for the next succeeding two years pertaining to the Person or business to be acquired and (2) updated projections for the Borrower after giving effect to such acquisition, (C) a reasonably detailed description of all material information relating thereto and copies of all material documentation pertaining to such acquisition and (D) all such other information and data relating to such acquisition or the Person or business to be acquired as may be reasonably required by the Administrative Agent or the Required Lenders; and (viii) at least 5 Business Days prior to the proposed date of consummation of the acquisition and on the date of consummation of the acquisition, the Borrower shall have delivered to the Agents and the Lenders an officer's certificate certifying that, as of the date of such certificate, (1) such acquisition complies with this definition (which shall have attached thereto calculations showing compliance with clause (ii)(A) of this definition and reasonably detailed backup data supporting such calculations) and (2) such acquisition could not reasonably be expected to result in a Material Adverse Effect; provided that no such certificate will be required on the date of such acquisition unless the information or certifications contained therein would be materially different from the information and certifications contained in the first such certificate delivered in respect of such acquisition. View More

Permitted Acquisitions. Means the acquisitions listed on Schedule 1 attached hereto, or the acquisition by the Borrower of all or substantially all of the assets of another company, the controlling interest in another company, or not less than one hundred percent (100%) of the capital stock of or ownership interest in another company, provided that the company whose assets are being purchased, or whose capital stock or ownership interest is being acquired is in a line of business substantially similar to that of the... Borrower as reasonably determined by the Borrower, and further provided that: (a) at the time of such transaction, both before and after giving effect thereto, no Event of Default exists (including, without limitation, failure of the Borrower to comply with any affirmative or negative covenant contained in any of the Loan Documents as of the most recent measurement date), and no event or circumstance has occurred that, with the giving of notice or the passage of time would constitute an Event of Default; (b) if the acquisition is of one hundred percent (100%) of the capital stock of or ownership interest or controlling interest in another company: (i) the Borrower is the surviving entity; and (ii) the transaction is not hostile; and (iii) the acquired entity will within thirty (30) days of the closing execute and deliver such guaranties, security agreements, and other documents as the Bank may require in connection with the Obligations of the Borrower under the Loan Documents; and (c) in no event may the aggregate cash consideration paid by the Borrower in connection with all Permitted Acquisitions at any time after the effective date of the Loan Documents, exceed the sum of Five Million Dollars ($5,000,000.00), whether such consideration is paid in connection with one or a series of related transactions. To the extent the Borrower pays non-cash consideration in connection with an acquisition the amount of non-cash consideration shall not cause the Borrower to exceed the Permitted Indebtedness. View More

Permitted Acquisitions. The definition of "Permitted Acquisitions" in Section 1.121 of the Loan Agreement is hereby amended by deleting clause (i) thereof and replacing it with the following: "(i) the aggregate amount of all consideration paid by Parent and its Subsidiaries for all acquisitions from and after the Amendment No. 8 Effective Date shall not exceed the sum of (i) $50,000,000 plus (ii) the amount of any cash equity contribution received by Parent after the date hereof from a Person other than a Loan Party... which is promptly used for such purpose, and (iii) the Net Cash Proceeds of any Permitted Foreign Disposition received by a Loan Party after the date hereof through a dividend which is promptly used for such purpose (it being agreed that, solely for purposes of clauses (ii) and (iii) of this Section 1.121(i), promptly shall mean not more than five (5) Business Days, or such longer period of time if Agent receives evidence, in form and substance reasonably satisfactory to Agent, that the proceeds of such cash equity contribution or such Net Cash Proceeds have not been used for any other purpose." View More