Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(1) the Acquisition shall have been consummated.
(2) Holdings shall have received at least $275,000,000 from the proceeds of equity issued by Holdings, and such proceeds shall have been contributed to the Borrower (the “Holdings Equity Contribution”);
(3) the Borrower shall have received at least $225,000,000 and €150,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notes;
(4) the Administrative Agent shall have received satisfactory evidence that the fees and expenses to be incurred in connection with the Acquisition and the financing thereof shall not exceed $55,000,000;
(i) The Administrative Agent shall have received satisfactory evidence that the Existing Credit Agreement shall have been terminated and all amounts thereunder shall have been paid in full and (ii) arrangements satisfactory to the Administrative Agent shall have been made for the termination of all Liens granted in connection therewith; and
(6) Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the Senior Subordinated Notes and (c) Indebtedness set forth on Schedule 6.01. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings shall have no outstanding Indebtedness or preferred stock other than (a) its Guarantee of the Indebtedness outstanding under this Agreement and its Guarantee of the Senior Subordinated Notes.
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(i) the U.S. Borrower shall have consummated the acquisition of (A) the Pillsbury Retail Business and the Pillsbury Foodservice Business (each as defined in the Acquisition Agreement) from The Pillsbury Company and (B) the Robin Hood Business (as defined in the Acquisition Agreement) from General Mills, in each case pursuant to the Acquisition Docuxxxxxtion (the "ACQUISITION"), and the U.S. Borrower shall have delivered to the Administrative Agents a complete and correct copy of the Acquisition Documentation;
(ii) the U.S. Borrower shall have received at least $200,000,000 in gross cash proceeds from the issuance of the Senior Notes or, as the case may be, 73 pursuant to the Bridge Facility, and the U.S. Borrower shall have delivered to the Administrative Agents a complete and correct copy of the Senior Note Indenture, or, as the case may be, the Bridge Facility Loan Documentation; and
(iii) the Administrative Agents shall have received satisfactory evidence that (A)(1) the Existing Credit Facilities and the Existing Canadian Securitization shall have been terminated and all amounts thereunder shall have been paid in full and (2) satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith, (B) either (1) all Medium Term Notes outstanding immediately prior to the Closing Date shall have been paid in full and cancelled or (2) (x) the U.S. Borrower shall have commenced at least 30 days prior to the Closing Date a tender offer for the purchase of all the Medium Term Notes at a price equal to 100% of the principal amount thereof provided that each tendering holder thereof consents to the elimination from the Medium Term Notes Indenture of any covenants contained therein that would otherwise require that the Medium Term Notes be guaranteed and secured equally and ratably with the Obligations to the extent required pursuant to the terms thereof (the "EQUAL AND RATABLE COVENANT") or shall have in good faith made a bona fide offer to each holder of Medium Term Notes to repurchase all its Medium Term Notes at a price equal to 100% of the principal amount thereof provided that such holder consents to the elimination of the Equal and Ratable Covenant and (y) all Medium Term Notes tendered prior to the Closing Date pursuant to such tender offer shall have been paid in full and cancelled ...
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(i) the Purchaser shall acquire Target in accordance with the Purchase Agreement and in accordance with applicable law (the “Acquisition”) (it being understood that no material provision of the Purchase Agreement shall have been amended or waived in any respect which could reasonably be considered to be materially adverse to the Lenders without the prior written consent of the Lead Arrangers);
(ii) the Purchaser shall issue to the Sponsor, the Sellers, certain members of the Borrower’s management and/or certain co-investors reasonably satisfactory to the Administrative Agent, common equity of the Purchaser in an amount equal to at least 35% of the total capitalization of Holdings and the Borrower (the “Equity Contribution”);
(iii) the Borrower shall receive, substantially concurrently with the initial extension of credit hereunder, at least $200,000,000 in aggregate gross cash proceeds from the issuance of the Senior Notes; and
(A) The Administrative Agent shall receive satisfactory evidence that the Borrower’s Credit Agreement, dated as of March 8, 2006, as amended by the first amendment dated August 17, 2006 (the “Existing Credit Agreement”), shall be terminated and all amounts thereunder shall be paid in full; and (B) satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith.
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(i) the Borrower shall have received at least $500,000,000 in gross cash proceeds from the issuance of the Senior Notes;
(ii) the Borrower shall have acquired (the "Acquisition") all of the outstanding capital stock of First Health through a merger of First Health with and into Merger Sub in accordance with the terms of the Acquisition Agreement, and no material provision thereof shall have been waived, amended, supplemented or otherwise modified without the consent of the Administrative Agent and the Syndication Agent; and
(iii) The Administrative Agent shall have received satisfactory evidence that (x) the Existing First Health Credit Agreement shall have been terminated and all amounts outstanding thereunder (other than the Existing Letters of Credit, which shall become Letters of Credit hereunder) shall have been paid in full and (y) satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith.
Acquisition, etc. The following transactions shall have been consummated:
(i) The Acquisition shall have been consummated in accordance with the terms of the Acquisition Agreement, and the Administrative Agent shall have received satisfactory evidence thereof;
(ii) The Borrower shall have received at least $250,000,000 from the proceeds of common equity issued by the Borrower to Holdings, which shall have obtained such funds through the issuance of its common stock to the Sponsor, Control Investment Affiliates of the Sponsor and members of management of the Borrower; and
(iii) the Borrower shall have received at least $230,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notes.
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(i) The Acquisition shall have been consummated in accordance with the Acquisition Agreement and no provision there of shall have been waived, amended, supplemented or otherwise modified in any manner adverse to the Lenders without the consent of the Arranger; and
(ii) the capital structure of each Loan Party after the Acquisition shall be as described in Schedule 4.15.
Acquisition, etc. The following transactions shall have been consummated substantially contemporaneously, in each case on terms and conditions reasonably satisfactory to the Lenders:
(i) the Borrower shall have received a cash equity contribution from Holdings in an amount equal to at least $7,500,000; and
(ii) the Acquisition shall have been consummated as set forth in the Acquisition Agreement, and no provision thereof shall have been waived, amended, supplemented or otherwise modified in a manner that would reasonably be expected to be materially adverse to the Lenders without the prior written consent of the Lenders.
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(i) Borrower shall have acquired the Acquired Assets from The Pillsbury Company for a purchase price not exceeding $192,000,000 pursuant to the Acquisition Documentation, and no provision thereof shall have been waived, amended, supplemented or otherwise modified.
(ii) The Borrower shall have received additional cash equity in an amount at least equal to $35,000,000 from Holdings (which, in turn, shall have received such amount from the Sponsor and or its Control Investment Affiliates).
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(i) the Purchaser shall acquire Target in accordance with the Purchase Agreement and in accordance with applicable law (the “Acquisition”) (it being understood that no material provision of the Purchase Agreement shall have been amended or waived in any respect which could reasonably be considered to be materially adverse to the Lenders without the prior written consent of the Lead Arrangers);
(ii) the Purchaser shall issue to the Sponsor, the Sellers, certain members of the Borrower’s management and/or certain co-investors reasonably satisfactory to the Administrative Agent, common equity of the Purchaser in an amount equal to at least 35% of the total capitalization of Holdings and the Borrower (the “Equity Contribution”);
(iii) the Borrower shall receive, substantially concurrently with the initial extension of credit hereunder, at least $200,000,000 in aggregate gross cash proceeds from the issuance of the Senior Notes; and
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(i) the Transaction shall have been consummated, and no material provision of the Acquisition Agreement or any related document shall have been waived, amended, supplemented or otherwise modified without the consent of the Administrative Agent;
(ii) the Borrower shall have paid the Retiring Partners on the Closing Date cash in an amount not exceeding an aggregate total of $35,000,000; and
(iii) the Borrower shall have deposited an amount no less than the amount designated in the Cash Collateral Agreement into the Cash Collateral Account.
