Acquisition Covenants. (a) Compliance The Company must comply in all material respects with:
(i) all laws and regulations relevant in the context of the Acquisition; and
(ii) the Implementation Agreement and the Acquisition Documents.
Acquisition Covenants. WCC covenants to Group 4 Falck as set forth on EXHIBIT C attached hereto. An officer of WCC or a disinterested member of the Board of directors of WCC shall deliver a certificate to Group 4 Falck as of the date of the consummation of the Acquisition certifying the foregoing.
Acquisition Covenants. (a) Borrower shall not enter into or permit any Restricted Subsidiary to enter into any sale and leaseback transactions as seller-lessee or make any acquisitions without the prior written consent of the Majority Banks and the Agent other than (i) the sale and leaseback of model units in the ordinary course of Borrower's or Fox Ridge's business consistent with past practices or as may be provided for in this Agreement; (ii) acquisitions of real estate to the extent permitted by this Agreement; (iii) capital expenditures; (iv) building materials, fixtures, supplies and all other personal property acquired by Borrower and Fox Ridge in the ordinary course of business consistent with past practices; (v) Investments and Distributions permitted pursuant to ss.ss.9.20 and 9.21; and (vi) other acquisitions in the aggregate amount of $5,000,000 during the term hereof.
Acquisition Covenants. 63 ss.9.27
Acquisition Covenants. The Company shall, and shall cause its subsidiaries to perform and comply with each of the following covenants in connection with the Acquisition:
(a) The Company and its subsidiaries will not amend or waive any material term or condition of the Offer Document or, as the case may be, Scheme Circular without the prior written consent of the Investor, except for any such amendment or waiver as (i) does not materially prejudice the Investor, (ii) is required by the Takeover Panel, the High Court of Jersey or any other applicable law, regulation or regulatory body, or (iii) extends the period in which holders of Target Shares may accept the terms of the Offer or the Scheme, as the case may be.
(b) Subject to Section 5.13, if the Acquisition is implemented by way of an Offer, the Company and it subsidiaries will not reduce the acceptance condition to below the level required to allow the Company to give notice under Section 117 of the Companies Act in respect of the Target Shares.
(c) The Company and its subsidiaries shall comply in all respects with the City Code (subject to any waiver granted by the Takeover Panel) and all other applicable laws (including the Financial Services and Markets Xxx 0000 (as amended)) and/or regulations relating to any Scheme of Arrangement or, as the case may be, Offer, except to the extent that such non-compliance would not be materially prejudicial to the Investor.
(d) The Company and its subsidiaries shall not, without the prior written consent of the Investor, increase the price to be paid for any Target Shares pursuant to a Scheme of Arrangement or, as the case may be, an Offer.
(e) The Company and its subsidiaries shall not take any action that would require the Company or any of its subsidiaries to make a mandatory offer for the Target Shares in accordance with Rule 9 of the City Code.
(f) In the event the Acquisition is made pursuant to an Offer, where becoming permitted to do so, the Company shall promptly give notices under Article 117 of the Companies Act in respect of the Target Shares.
(g) The Company and its subsidiaries shall, upon reasonable request and in each case to the extent that they are able to do so in compliance with applicable law and confidentiality or other obligations to which they are subject as of the date of this Agreement, keep the Investor informed as to the status and progress of (or otherwise relating to) an Offer (and, in the case of an Offer, the current level of acceptances in respect of that...
Acquisition Covenants. On or prior to the Acquisition Closing Date: (a) the Borrower shall deliver to the Lender (i) the Borrower’s unaudited consolidated balance sheets and related statements of income, and cash flows of the Borrower, for each fiscal quarter subsequent to June 30, 2021 and ended at least 45 days before the Acquisition Closing Date and (ii) to the extent delivered by the Target to the Borrower, the Target’s audited and unaudited consolidated balance sheets and related statements of income, and cash flows of the Target for the relevant fiscal period.
(b) The Borrower shall ensure that no provision of the Acquisition Agreement, shall have been altered, amended or otherwise changed or supplemented or any provision waived or consented to, in each case, which is materially adverse to the interests of the Lender without the Lender’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned); it being understood and agreed that (i) any decrease in the purchase price of less than 10% shall not be materially adverse to the interests of the Lender so long as such decrease is allocated to reduce the Facility on a dollar-for-dollar basis and (ii) any decrease in the purchase price (other than pursuant to the price calculation and price adjustment provisions set forth in the Acquisition Agreement as of the date hereof) of equal to or greater than 10% shall be deemed materially adverse to the interests of the Lender, (b) any increase in the purchase price (other than pursuant to the price calculation and price adjustment provisions set forth in the Acquisition Agreement as of the date hereof) equal to or greater than 10% of the purchase price shall
(c) The Borrower shall cause all commitments under the Facility Agreement, dated December 14, 2018, as amended on July 29, 2020 and July 5, 2021 (as amended, restated, supplemented or otherwise modified from time to time), by and among Perpetual Corporate Trust Limited (ABN 99 000 341 533) as custodian for Metrics Credit Partners Diversified Australian Senior Loan Fund, the Target, certain subsidiaries of the Target, the other loan parties thereto and AMAL Security Services Pty Ltd as the security trustee, and the lenders party thereto, to be terminated and all indebtedness thereunder to be repaid, and all liens created in connection therewith to be terminated (the “Target Refinancing”).
(d) The Borrower and is Subsidiaries shall cause that the Acquisition Agreement Representations and the Specifie...
Acquisition Covenants. Comply with each of the following --------------------- covenants in connection with each Permitted Acquisition:
(a) Borrower or any of its Subsidiaries may complete Permitted Acquisitions; provided that the aggregate consideration paid for (i) ------------- Investments permitted by Section 6.11
Acquisition Covenants. Comply with each of the following covenants in connection with the use of Loans for Permitted Acquisitions:
(a) Not permit the consideration paid by the Company and its Subsidiaries in connection with Acquisitions and Investments made pursuant to Section 6.11(g) completed during the term of this Agreement to exceed (a) $50,000,000 in Cash and Property (other than capital stock of the Company), and (b) $75,000,000 in Cash and all Property (including capital stock of the Company);
(b) Not permit the consideration paid by the Company and its Subsidiaries in connection with any single Acquisition completed during the term of this Agreement to exceed (a) $20,000,000 in Cash and Property other than common stock of 53- the Company, and (b) $30,000,000 in Cash and all Property (including common stock of the Company);
(c) Not permit the total Cash of the Company and its Domestic Subsidiaries, plus the amount of available for Loans hereunder (giving effect to any restrictions imposed thereon by the Borrowing Base), to be less than $15,000,000 after giving effect to the Acquisition.
(d) Not permit the Leverage Ratio, determined as of the then most recently ended Fiscal Quarter preceding the Acquisition, and after giving pro forma effect to (i) the incurrence of Indebtedness in an amount equal to the cash purchase price payable in connection with the Acquisition, and (ii) the Target Adjusted EBITDA of the target, to exceed a ratio which is equal to the Leverage Ratio required for the Fiscal Quarter ending immediately following the date of the Acquisition minus 0.25:1.00.
(e) Not consummate any Acquisition for which the Target Adjusted EBITDA for the most recently ended four fiscal quarters is a negative amount or in which the aggregate consideration payable by the Company and its Subsidiaries is in excess of six times the Target Adjusted EBITDA, provided that Acquisitions for an aggregate consideration not in excess of $5,000,000 in any Fiscal Year may be conducted notwithstanding this clause (e); and
(f) In connection with each Acquisition in respect of which the aggregate consideration is in excess of $7,500,000, the Company shall deliver a certificate to the Administrative Agent, not later than ten Business Days prior to the consummation of the proposed Acquisition, as to the matters set forth in this Section, together with a copy of (i) the purchase agreement and related documents for such Acquisition, (ii) the most recent fiscal year-end financial statements and ...
Acquisition Covenants. With respect to the acquisition of any entity, whether structured as a purchase of assets, purchase of stock, merger or otherwise (an "Acquisition"), in which any proceeds of the Credit Facility will be used to fund a portion of such Acquisition, Borrowers covenant, jointly and severally, as follows:
a. Borrowers shall fund, with equity, at least: (i) twenty five percent (25%) of the total consideration of any Acquisition in which such total consideration is greater than or equal to $5,000,000, but is less than $7,500,000, and (ii) fifty percent (50%) of the total consideration of any Acquisition in which such total consideration is greater than or equal to $7,500,000.
b. Borrowers will not use any proceeds of the Credit Facility to fund any Acquisition in which the total consideration to be paid for such Acquisition exceeds six (6) times the audited EBITDA of the acquired entity during the immediately preceding fiscal year of such entity; provided, however, that the EBITDA of such entity shall be adjusted to account for any expenses which, in Bank's discretion, will be eliminated subsequent to the Acquisition.
c. Prior to closing any Acquisition, Borrowers will provide the Bank with a worksheet confirming (i) compliance with the requirements set forth in paragraphs (a) and (b) above, (ii) proforma compliance with all financial covenants set forth in this Agreement, which calculations shall include any debt to be assumed in connection with such acquisition, but shall exclude any cash flow from the acquired entity, and (iii) such other information as reasonably requested by the Bank.
Acquisition Covenants
