Acquisition Conditions Clause Samples

Acquisition Conditions. (a) The Administrative Agent shall have received a true and correct fully-executed copy of the Purchase Agreement (including all amendments, modifications, exhibits and schedules thereto) effecting the PELE Acquisition and other material side letters or agreements relating to the PELE Acquisition, and a certificate of an authorized officer of the Borrower certifying the same. (b) Subject only to the funding of the Term Loans on the Third Amendment Effective Date, the PELE Acquisition shall have closed in accordance with the Purchase Agreement without giving effect to any waiver, modification or consent thereunder, or the failure to satisfy any condition in Section 6.1(a) thereof, that is materially adverse to the interests of the Lenders unless approved by the Administrative Agent (such approval not to be unreasonably withheld) (it being understood that (a) any such amendment or waiver that changes any third party beneficiary rights applicable to the Administrative Agent or the Lenders or the governing law provision or any increase in the amount of the purchase price under the Purchase Agreement (other than any increase in the amount of the purchase price paid in the form of, or funded with the proceeds of, common Equity Interests of the Parent) shall be deemed to be materially adverse to the interests of the Lenders and (b) any decrease in the amount of the purchase price under the Purchase Agreement of 10% or less shall be deemed not to be materially adverse to the interests of the Lenders) and the Administrative Agent shall have received a certificate of an authorized officer of the Borrower certifying the same. (c) The Administrative Agent shall have received evidence that the Parent shall have received net proceeds from the Equity Issuance in an amount of no less than US$160.0 million which proceeds shall have been applied to the purchase price under the Purchase Agreement. (d) After giving pro forma effect to the consummation of collectively, (i) the PELE Acquisition, (ii) the Equity Issuance, (iii) application of the Cash Consideration, (iv) the RBL Borrowing, (v) the borrowings of Term Loans under the Credit Agreement on the Third Amendment Effective Date and (vi) the payment of fees, commissions and expenses in connection with each of the foregoing (including pursuant to the Loan Documents (including the Third Amendment Fee Letter)) (collectively, the “Transactions”) on the Third Amendment Effective Date, the Credit Parties shall have at least US$...