Acquisition and Other Transactions Sample Clauses

Acquisition and Other Transactions. As of the Closing Date, the Borrowers have obtained all necessary Approvals for the Acquisition and the other Transactions and the Acquisition and other Transactions have been consummated in accordance with the Acquisition Documents and/or the Transaction Documents, as applicable.
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Acquisition and Other Transactions. Concurrently with the disbursement of Term Loan B and the initial Advance of the Revolving Loan, the Acquisition shall have been duly consummated in accordance with the provisions of the Acquisition Agreement, and the Acquisition shall become effective in accordance with the provisions of the Acquisition Agreement, and Agent and the Lenders shall have received such certificates, opinions and other evidence with respect to the foregoing as they shall request.
Sample 1
Acquisition and Other Transactions. (i) The Acquisition shall have been or, substantially concurrently with the initial borrowing hereunder and the issuance of the Existing Second Lien Notes, shall be, consummated in accordance with the terms of the Closing Date Acquisition Agreement, without giving effect to any modifications, amendments, waivers or consents thereto that are materially adverse to the Lenders in their respective capacities as such without the approval of the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) (it being understood and agreed that (a) any decrease in the purchase price shall not be materially adverse to the Lenders, so long as any such decrease is allocated (i) first, to reduce the amount of the Closing Date Equity Issuance to the extent it exceeds 40.0% of the of the pro forma total debt and equity capitalization of Borrower and its Subsidiaries after giving effect to the Transactions and (ii) second, to reduce the amount of funded debt on the Closing Date where such reduction is allocated ratably to reduce the Closing Date Equity Issuance, the Initial Term Loans and the Existing Second Lien Notes (and with respect to the Initial Term Loans and the Existing Second Lien Notes, ratably to the Initial Term Loans and the Existing Second Lien Notes), in proportion to the actual percentages that the amount of the Closing Date Equity Issuance and Initial Term Loans and the Existing Second Lien Notes, bear to the pro forma total capitalization of Borrower and its subsidiaries after giving effect to the Transactions, (b) any increase in the purchase price shall not be materially adverse to the Lenders so long as such increase is funded by the Closing Date Equity Issuance and (c) any waivers, modifications or amendments to, or in respect of, the definition of Company Material Adverse Effect shall be deemed materially adverse to the interests of the Lenders).
Sample 1
Acquisition and Other Transactions. Pursuant to a Purchase Agreement (the ---------------------------------- "Purchase Agreement") to be entered into ------------------ among (a) CATS, Inc., a Pennsylvania corporation, JHS Family Partnership, a Pennsylvania limited partnership, RSS Family Partnership, a Pennsylvania limited partnership, the Dell X. Xxxxxxx Grandchildren's Trust, Xxxxxx X. Xxxxxxx and R. Xxxxx Xxxxxxx (collectively, the "Sellers") and (b) the ------- Borrower, the Borrower will acquire (the "Acquisitions") from the Sellers (i) all ------------ the outstanding capital stock of Commercial Stone Co. Inc., a Pennsylvania corporation ("CSC"), (ii) all the --- outstanding partnership interests in Commercial Aggregates Transportation and Sales, L.P., a property (collectively with CSC and CATS, the "Acquired Businesses") ------------------- specified in the Purchase Agreement, for cash consideration payable to the Sellers (the "Purchase Price") in the aggregate -------------- amount of $140,000,000 (subject to adjustment as provided in the Purchase Agreement). In connection with the Acquisitions, (a) the Borrower will obtain the senior secured credit facilities (collectively, the "Senior Facilities") described below ----------------- under the caption "Senior Facilities", (b) the Borrower will either (i) issue of less than $150,000,000 in aggregate principal amount of its senior subordinated notes (the "Senior Subordinated Notes") in a ------------------------- public offering or in a Rule 144A or other private placement or (ii) if the Borrower is unable to issue the Senior Subordinated Notes prior to the date on which the Acquisitions are consummated (the "Closing ------- Date"), borrow not less than $150,000,000 ---- in senior subordinated loans from one or more lenders under a new senior subordinated credit facility (the "Senior ------ Subordinated Facility") and, collectively --------------------- with the Senior Facilities, the "Facilities"), (c) all existing ---------- indebtedness of the Borrower and its subsidiaries (other than (i) certain indebtedness of the Borrower incurred in connection with the acquisition of certain assets of Nicks Silica Company in an aggregate amount not to exceed $1,600,000, (ii) certain capital leases in an aggregate principal amount not to exceed $200,000 and (iii) certain other limited indebtedness to be agreed upon) in an aggregate principal amount not to exceed $167,300,000 (the "Existing Indebtedness") --------------------- will be repaid in fu...
Sample 1

Related to Acquisition and Other Transactions

  • Capitalization and Other Capital Stock Matters The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under the caption "Capitalization" (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectus or upon exercise of outstanding options or warrants described in the Prospectus). The Common Shares (including the Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Common Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Prospectus. The description of the Company's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

  • Other Transactions Nothing contained herein shall preclude the Agent or any other Lender from engaging in any transaction, in addition to those contemplated by this Agreement or any other Loan Document, with the Borrower or any of its Affiliates in which the Borrower or such Affiliate is not restricted hereby from engaging with any other Person.

  • ACCOUNTING AND OTHER TERMS Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

  • Capitalization and Other Share Capital Matters The authorized, issued, and outstanding shares of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The shares of Common Stock conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any shares of the Company other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options, and rights. No further approval from Nasdaq or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s shares of Common Stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

  • Agreements and Other Documents 29 3.23 Solvency.......................................................................................30 3.24

  • Voting and Other Action Neither PFPC Trust nor its nominee shall vote any of the securities held pursuant to this Agreement by or for the account of the Fund, except in accordance with Written Instructions. PFPC Trust, directly or through the use of another entity, shall execute in blank and promptly deliver all notices, proxies and proxy soliciting materials received by PFPC Trust as custodian of the Property to the registered holder of such securities. If the registered holder is not the Fund, then Written Instructions or Oral Instructions must designate the person who owns such securities.

  • Field Examination and Other Fees Subject to any limitations set forth in Section 5.7(c), Borrowers shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party or its Subsidiaries performed by or on behalf of Agent, and (ii) the fees, charges or expenses paid or incurred by Agent if it elects to employ the services of one or more third Persons to appraise the Collateral, or any portion thereof.

  • Litigation and Other Notices Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Company obtains actual knowledge thereof: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against any Loan Party or any Subsidiary as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (c) any other development specific to any Loan Party or any Subsidiary that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) the development of any ERISA Event that, together with all other ERISA Events that have developed or occurred, would reasonably be expected to have a Material Adverse Effect; and (e) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification.

  • Conflicting Agreements and Other Matters Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, or financial condition. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or by-laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8G attached hereto.

  • Dilution and Other Adjustments The existence of this Option shall not impair the right of the Partnership or Alliance Holding or their respective partners to, among other things, conduct, make or effect any change in the Partnership’s or Alliance Holding’s business, any issuance of debt obligations or other securities by the Partnership or Alliance Holding, any grant of options with respect to an interest in the Partnership or Alliance Holding or any adjustment, recapitalization or other change in the partnership interests of the Partnership or Alliance Holding (including, without limitation, any distribution, subdivision, or combination of limited partnership interests), or any incorporation of the Partnership or Alliance Holding. In the event of such a change in the partnership interests of the Partnership or Alliance Holding, the Board shall make such adjustments to this Option, including the purchase price specified in Section 1, as it deems appropriate and equitable. In the event of incorporation of the Partnership or Alliance Holding, the Board shall make such arrangements as it deems appropriate and equitable with respect to this Option for the Participant to purchase stock in the resulting corporation in place of the Units subject to this Option. Any such adjustment or arrangement may provide for the elimination of any fractional Unit or shares of stock which might otherwise become subject to this Option. Any decision by the Board under this Section shall be final and binding upon the Participant.

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