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. 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