Nautilus 2005 Annual Report Download - page 120
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Section 5.13. Acquisitions . No Company shall effect an Acquisition; provided, however, that a Credit Party may effect an Acquisition so
long as:
(a) in the case of a merger, amalgamation or other combination including Borrower, Borrower shall be the surviving entity;
(b) in the case of a merger, amalgamation or other combination including a Credit Party (other than Borrower), a Credit Party shall be the
surviving entity;
(c) the business to be acquired shall be principally in any Related Businesses;
(d) no Default or Event of Default shall exist prior to or after giving effect to such Acquisition;
(e) Borrower shall have provided to Agent and the Lenders, at least ten (10) days prior to such Acquisition, historical financial statements
of the target entity as provided by the target entity and a pro forma financial statement of the Companies accompanied by a certificate of a
Financial Officer of Borrower showing pro forma compliance with Sections 5.7 and 5.13(h) hereof, both before and after the proposed
Acquisition; provided, however, that, if the Acquisition price (in cash, securities, debt assumption, or other consideration) does not exceed
Twenty-Five Million Dollars ($25,000,000), such financial statements and pro formas may be provided not later than thirty (30) days after
consummation of the Acquisition;
(f) such Acquisition is not actively opposed by the board of directors (or similar governing body) of the selling Persons or the Persons
whose equity interests are to be acquired; and
(g) the aggregate Consideration paid by the Companies for all Acquisitions (i) shall not exceed the aggregate amount of One Hundred
Million Dollars ($100,000,000) during any fiscal year of Borrower, and (ii) shall not exceed the aggregate amount of Two Hundred Fifty
Million Dollars ($250,000,000) during the Commitment Period; provided, however, that such limits shall exclude any Consideration paid for
Acquisitions completed prior to the Closing Date.
Section 5.14. Notice . Borrower shall cause a Financial Officer of Borrower to promptly notify Agent and the Lenders, in writing,
whenever a Default or Event of Default may occur hereunder or any representation or warranty made in Article VI hereof or elsewhere in this
Agreement or in any Related Writing may for any reason cease in any material respect to be true and complete.
Section 5.15. Restricted Payments No Company shall make or commit itself to make any Restricted Payment at any time, except that
Borrower may make scheduled interest payments on Subordinated Indebtedness so long as no Default or Event of Default shall then exist or
immediately thereafter shall begin to exist.
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