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.
Appears in 3 contracts
Samples: Credit Agreement (Polypore International, Inc.), Credit Agreement (Polypore International, Inc.), Credit Agreement (Daramic, LLC)
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenderseach Agent and each Lender:
(1i) the purchase by the Borrower of the assets of the Sellers and the shares of Capital Stock held by the Sellers related to the Rhodia Phosphates Businesses on the terms set forth in the Acquisition shall have been consummated.Agreement and upon satisfaction of all material conditions set forth therein, except as otherwise agreed by the Administrative Agent (the “Acquisition”);
(2ii) Holdings shall have received at least $275,000,000 138,500,000 from the proceeds of equity issued by HoldingsHoldings to the Sponsor, its Controlled Investment Affiliates, management of Holdings or the Borrower and other investors satisfactory to the Administrative Agent, and such proceeds shall have been contributed to the Borrower (to finance the “Holdings Equity Contribution”)Acquisition in part;
(3iii) the Borrower shall have received at least $225,000,000 and €150,000,000 190,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notes;
(4iv) 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;30,000,000; and
(iv) The the Administrative Agent shall have received satisfactory evidence that all existing Indebtedness (other than the Existing Credit Agreement shall have been terminated Loans and all the Senior Subordinated Notes), sale and leaseback transactions described in Schedule 6.1(b) and any amounts thereunder owed to the Sellers or any of the Sellers’ affiliates (other than any post-closing adjustments that may become payable as set forth in the Acquisition Agreement) shall have been paid in full and discharged upon funding of the Initial Tranche B Term Loans and (ii) satisfactory 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.
Appears in 2 contracts
Samples: Credit Agreement (Innophos, Inc.), Credit Agreement (Innophos Investment Holdings, Inc.)
Acquisition, etc. The following transactions shall have been (or, substantially concurrently with the initial extensions of credit hereunder, shall be) consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(1i) The Borrower shall acquire, pursuant to the Acquisition Agreement and a subsequent carveout transaction effected pursuant to the Carveout Purchase Agreement, the Target (the “Acquisition”) in accordance with the Acquisition Documentation, and no provision of the Acquisition Documentation shall have been consummated.
(2) Holdings shall have received at least $275,000,000 from the proceeds of equity issued by Holdingsamended or waived, and such proceeds no consent shall have been contributed given thereunder, in any manner materially adverse to the Borrower interests of the Arrangers or the Lenders without the prior written consent of the Arrangers (the “Holdings Equity Contribution”not to be unreasonably withheld or delayed);
(3ii) the Borrower shall have received at least $225,000,000 and €150,000,000 375,000,000 in gross cash proceeds from the issuance of the Bridge Loans and/or the Senior Subordinated Notes;Unsecured Debt; and
(4iii) 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 reasonably satisfactory to the Administrative Agent shall have been made for the termination of all Liens granted in connection therewith; and
(6) Immediately it that after giving effect to the Transactions and the other transactions contemplated herebyTransactions, neither the Borrower and the nor any of its Subsidiaries shall have outstanding no any material Indebtedness or preferred stock for borrowed money other than (a) Indebtedness outstanding under this Agreementthe Loans made hereunder, (b) the Existing Letters of Credit deemed issued hereunder, the Senior Subordinated Notes and (c) Unsecured Debt and/or Bridge Loans, any Indebtedness set forth on Schedule 6.01. Immediately after giving effect permitted under the Acquisition Agreement to be incurred by the Purchased Subsidiaries prior to the Transactions Closing Date and the other transactions contemplated hereby, Holdings shall have no Indebtedness in an aggregate outstanding Indebtedness or preferred stock other than (a) its Guarantee of the Indebtedness outstanding under this Agreement and its Guarantee of the Senior Subordinated Notesprincipal amount not to exceed $5,000,000.
Appears in 2 contracts
Samples: Credit Agreement (Wolverine World Wide Inc /De/), Credit Agreement (Wolverine World Wide Inc /De/)
Acquisition, etc. The following transactions (collectively, the “Transaction”) shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lead Arranger, the Administrative Agent and the Required 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”);
(3i) the Borrower shall have received at least $225,000,000 and €150,000,000 125,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notes;
(4) Notes on terms and pursuant to documentation satisfactory to the Lead Arranger and the Required Lenders and no provision thereof shall have been waived, amended, supplemented or otherwise modified without the prior written consent of the Lead Arranger, the Administrative Agent and the Required Lenders.
(ii) The Lead Arranger shall have received satisfactory evidence that the fees and expenses to be incurred in connection with the Acquisition Credit Agreement dated March 4, 2003 between Itron, Inc., Xxxxx Fargo Bank and the financing thereof shall not exceed $55,000,000;
other institutions party thereto (i) The Administrative Agent shall have received satisfactory evidence that the “Existing Credit Agreement Facility”) shall have been be terminated and all amounts thereunder shall have been be paid in full and (ii) satisfactory arrangements satisfactory to the Administrative Agent shall have been made for the termination of all Liens granted in connection therewith; and.
(6iii) Immediately The SEI Acquisition shall have been consummated in accordance with the Acquisition Documentation and all applicable requirements of law for aggregate consideration not exceeding $255,000,000 pursuant to documentation in form and substance satisfactory to the Lead Arranger and the Required Lenders, and no material provision thereof shall have been waived, amended, supplemented or otherwise modified without the prior written consent of each of the Lead Arranger, the Administrative Agent and the Required Lenders.
(iv) The capital and ownership structure of the Borrower and its Subsidiaries after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries Transaction shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the Senior Subordinated Notes and (c) Indebtedness be as set forth on in 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 Notes4.15.
Appears in 2 contracts
Samples: Credit Agreement (Itron Inc /Wa/), Credit Agreement (Itron Inc /Wa/)
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(1i) the Acquisition and the other Transactions shall be consummated concurrently with the initial funding of the Facilities in accordance with the Acquisition Agreement without any waiver or amendment of any material provision thereof in a manner materially adverse to the interests of the Lenders unless consented to by the Arrangers;
(ii) Borrower shall have received cash equity investments from the Permitted Investors in an aggregate amount equal to $589,000,000. The cash equity investments shall be contributed on or prior to the Closing Date to the Borrower in cash as common equity or preferred equity issued on terms and conditions reasonably satisfactory to the Syndication Agent and the Administrative Agent; provided that up to $38,000,000 of such amount may consist of rollover equity from management of the Borrower;
(iii) the Existing Notes shall have (i) substantially all restrictive covenants contained in such Existing Notes removed therefrom and (ii) either (x) a notice of redemption shall have been consummated.
irrevocably delivered for such Existing Notes and all funds necessary for such redemption have been irrevocably deposited into escrow to fund such redemption or (2y) Holdings shall have received at least $275,000,000 from the proceeds aggregate amount of equity issued by Holdings, the Facilities and such proceeds the Senior Notes and Senior Subordinated Notes shall have been contributed reduced (in a manner reasonably satisfactory to the Borrower (Arrangers) by the “Holdings Equity Contribution”)amount of any such Existing Notes left outstanding;
(3iv) the Borrower shall have received at least $225,000,000 and €150,000,000 295,000,000 in gross cash proceeds from the issuance of the Senior Notes; and
(v) the Borrower shall have received at least $110,000,000 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.
Appears in 2 contracts
Samples: Credit Agreement (GNC Acquisition Holdings Inc.), Credit Agreement (General Nutrition International Inc)
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to consummated substantially concurrently with the Lendersinitial extension of credit hereunder:
(1i) the Acquisition Merger shall have been consummated.consummated pursuant to the Purchase Agreement and no provision thereof shall have been amended or waived, and no consent shall have been given or request shall have been made by Holdings or Borrower resulting in an action taken by Target or its subsidiaries thereunder, in any manner materially adverse to the interests of the Lead Arrangers or the Lenders without the prior written consent of the Lead Arrangers (it being understood that any amendment to the definition of “Material Adverse Effect” is material and adverse to the interests of the Lead Arrangers and the Lenders) (not to be unreasonably withheld or delayed);
(2ii) Holdings the Borrower shall have received at least $275,000,000 from the cash proceeds of common or preferred equity issued by Holdings, and such proceeds shall have been contributed directly or indirectly, to the Borrower Sponsor (provided that the “contribution thereof to the Initial Borrower, in the case of any such preferred equity, shall be on terms and conditions and pursuant to documentation reasonably satisfactory to the Lead Arrangers) in an amount equal to at least 30% of the total capitalization of Holdings Equity Contribution”)and the Initial Borrower;
(3iii) the Borrower shall have received at least $225,000,000 and €150,000,000 900,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notes;
Notes (4) or such lesser amount determined by the Administrative Agent shall have received satisfactory evidence that the fees and expenses Borrower to be incurred in connection with necessary to consummate 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 therewithTransactions); and
(6iv) Immediately after giving effect to the Transactions and the other transactions contemplated herebyTransactions, neither the Borrower and the nor any of its Subsidiaries shall have outstanding no any material Indebtedness or preferred stock for borrowed money other than (a) Indebtedness outstanding created under this Agreementthe Loan Documents, (b) the Senior Subordinated Notes and (c) other Indebtedness set forth on Schedule 6.01. Immediately after giving effect to expressly contemplated by 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 NotesPurchase Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Burger King Holdings Inc), Credit Agreement (Burger King Holdings Inc)
Acquisition, etc. The following transactions shall have been consummatedconsummated on or before the Closing Date, in each case on terms and conditions reasonably satisfactory to the Lenders:
(1i) (A) the RPA Acquisition and, in the event the Bridge Subordinated Debt or the Senior Subordinated Notes are issued on the Closing Date, the Ortho Acquisition, shall have been consummated.
consummated in accordance with applicable law on terms satisfactory to the Lenders, (2B) Holdings the Transaction Agreements shall have received at least $275,000,000 from the proceeds satisfactory terms and conditions and no provision of equity issued by Holdings, and such proceeds documentation shall have been contributed to the Borrower waived, amended, supplemented, or otherwise modified in any material respect and (the “Holdings Equity Contribution”);
(3C) the Borrower and its Subsidiaries and Affiliates shall have received at least $225,000,000 and €150,000,000 not be 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 Default under any Transaction Agreement or in connection with the Acquisition and the financing thereof and shall not exceed $55,000,000be subject to Contractual Obligations or other restrictions which would be violated by consummation of the Transactions;
(iii) the deferred payment obligations of the Borrower and its Subsidiaries (including guarantees) given as partial consideration for the RPA Acquisition shall be in the aggregate amount of FF 240,000,000 and shall be payable in four annual installments of FF 60,000,000 each; and
(iii) The Administrative Agent shall have received satisfactory evidence that the Existing Credit Agreement shall have has been terminated and that all amounts outstanding thereunder shall have been paid in full and all Obligations of the Borrower and its Subsidiaries under the Existing Credit Agreement, the Notes (iias defined in the Existing Credit Agreement) arrangements satisfactory to and the Administrative Agent Loan Documents (as defined in the Existing Credit Agreement) shall have been made for discharged, except in respect of the termination letters of all Liens granted in connection therewith; and
(6) Immediately after giving effect to the Transactions and the other transactions contemplated herebycredit, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreementthe RP Letters of Credit, (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 Notesissued thereunder.
Appears in 1 contract
Samples: Credit Agreement (Scotts Company)
Acquisition, etc. The following transactions (collectively the "Transactions") shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(1i) the Acquisition shall have been consummated.consummated for an aggregate purchase price not exceeding $668,200,000 (including fees and expenses not exceeding $25,000,000 in the aggregate) pursuant to, and in strict compliance with the Acquisition Agreement and the other Acquisition Documentation, which other Acquisition Documentation shall be satisfactory to the Lenders and no material provision of any Acquisition Documentation shall have been waived, amended, supplemented or otherwise modified without the consent of the Administrative Agent;
(2ii) Holdings shall have received at least $275,000,000 130,000,000 from the issuance of its Capital Stock (other than Disqualified Stock) to the Permitted Investors and the Other Equity Investors (including at least $7,500,000 from the proceeds of equity issued by Holdingsthe issuance of its Capital Stock (other than Disqualified Stock) to certain members of management of the Borrower), and all such proceeds shall have been contributed to the Borrower (the “Holdings Equity Contribution”)Borrower;
(3iii) Holdings shall have received at least $15,000,000 in gross cash proceeds from the issuance of the Holdings Senior Unsecured Notes;
(iv) the Borrower shall have received at least $225,000,000 and €150,000,000 80,000,000 in gross cash proceeds from the issuance of the Senior Borrower 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.
Appears in 1 contract
Samples: Credit Agreement (Buffets Inc)
Acquisition, etc. The following transactions shall have been consummated, in each case or shall be consummated substantially concurrently with the making of the Loans on terms and conditions reasonably satisfactory to the LendersClosing Date:
(1) the Acquisition shall have been consummated.
(2i) Holdings shall have received at least $275,000,000 310,000,000 in cash from the proceeds issuance of equity issued by Holdings, and such proceeds shall have been contributed its common stock to the Borrower (the “Holdings Equity Contribution”)Parent;
(3ii) the Borrower shall have issued $310,000,000 of common stock for cash to Holdings;
(iii) the Borrower shall have received at least $225,000,000 and €150,000,000 315,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notes, provided that, the amount of the Senior Subordinated Notes shall be reduced by the aggregate principal amount of Existing Notes not purchased in the Tender Offers, or for which a defeasance deposit has not been made;
(4iv) the Administrative Agent shall have received satisfactory evidence that the Borrower shall have issued on or prior to the Closing Date a notice to the holders of its 9-1/4% Senior Subordinated Notes due 2007 redeeming the remaining outstanding principal amount of such notes which were not tendered in accordance with Section 5.1(e);
(v) the Acquisition shall have been consummated pursuant to the Acquisition Agreement for an aggregate purchase price not exceeding $1,105,000,000 (including fees and expenses to be incurred not exceeding $45,000,000 in connection with the Acquisition aggregate and excluding the financing increase in the purchase price resulting from existing cash balances at the Target and excluding the Defeasance Costs Tax Note), and no material provision 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 waived, amended, supplemented or otherwise modified without the consent of the Agents (such consent not to be unreasonably withheld or delayed), and all amounts thereunder immediately thereafter the Merger 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 therewithconsummated; 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, (bvi) the Senior Subordinated Notes and (c) Indebtedness set forth on capital structure of each Loan Party after the Acquisition shall be as described in 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 Notes5.1(b)(vi).
Appears in 1 contract
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 evidence reasonably satisfactory to it that (i) each of the representations and warranties set forth in Section 5.1(v) are true and accurate, (ii) that copies of a file-stamped certificate of merger with respect to the Acquisition or other evidence reasonably satisfactory to the Administrative Agent that such certificate of merger have been filed and all waiting periods with respect to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (and all other applicable laws and regulations) if applicable, have expired or been waived with respect to the Acquisition and related transactions, (iii) Holdings has received gross cash proceeds of at least $96,700,000 from the Initial Capital Contribution and that all of such proceeds have been contributed by Holdings to the equity capital of the Borrower, (iv) that the Borrower has received gross cash proceeds of at least $175,000,000 from the Note Issuance (less fees and expenses incurred by the Borrower in connection therewith, as contemplated by the Note Indenture) and that such net proceeds shall have been released to the Borrower from escrow, (v) that the Acquisition has been, or concurrently is being, consummated in accordance with all applicable law for a purchase price satisfactory to the Arrangers, (vi) 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 17,000,000 and (iivii) arrangements that copies of all executed Related Documents (including all schedules and exhibits thereto), each in form and substance reasonably satisfactory to the Arrangers and the Administrative Agent shall Agent, have been made for the termination of all Liens granted in connection therewith; and
(6) Immediately after giving effect delivered 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 NotesAdministrative Agent.
Appears in 1 contract
Acquisition, etc. The following transactions shall have been consummated, in each case case, in accordance with all Requirements of Law and on terms and conditions reasonably satisfactory to the Lenders:
(1i) pursuant to the Purchase Agreement, the Company has acquired, directly or indirectly through certain Subsidiaries, (the "Acquisition") from Xxxxxx, by purchase or merger, (A) all of the issued and outstanding Capital Stock of the Acquired Entities and (B) the Acquisition Acquired Assets, for a total purchase price of $583,000,000 in cash plus the assumption of Indebtedness as described on Schedule 7.2(e);
(ii) the Administrative Agent shall have been consummated.
(2) received satisfactory evidence that Holdings shall have received at least (A) $275,000,000 120,000,000 in gross cash proceeds from the issuance of its Capital Stock to Grove Investors and (B) $50,000,000 in gross cash proceeds from the issuance by Holdings of equity issued by Holdingssenior discount debentures pursuant to documentation substantially final drafts of which have been furnished to the Lenders and executed copies of which have been furnished to the Administrative Agent (the "Holdings Debentures"), and such the net proceeds described in the preceding clauses (A) and (B) shall have been contributed to the Borrower (the “Holdings Equity Contribution”)Company;
(3iii) the Borrower Administrative Agent shall have received satisfactory evidence that the Company shall have received at least $168,000,000 in gross cash proceeds from the issuance of 100% of its Capital Stock to Holdings; and
(iv) the Administrative Agent shall have received satisfactory evidence that the Borrowers 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.
Appears in 1 contract
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(1i) the Acquisition shall have been consummated.consummated for an aggregate purchase price not exceeding $358,100,000 (including fees and expenses not exceeding $24,500,000 in the aggregate) pursuant to, and in strict compliance with, Acquisition Documentation satisfactory to the Lenders, and no provision thereof shall have been waived, amended, supplemented or otherwise modified;
(2ii) Holdings shall (a) have received at least not less than $275,000,000 58,900,000 in cash or contributed capital from the issuance of its Capital Stock (other than Disqualified Stock) to the Sponsor, or its Affiliates, or by the retention of its Capital Stock by members of the management of Holdings and its Subsidiaries, (b) have received not less than $24,600,000 in gross cash proceeds from the issuance of equity issued by preferred Capital Stock of Holdings, in each case, on terms reasonably satisfactory to the Lenders, and (c) have received not less than $15,000,000 in gross cash proceeds from the issuance of the Senior Holdings Notes pursuant to, and in compliance with, the Senior Holdings Note Purchase Agreement, and all such proceeds shall have been contributed as a capital contribution in cash to the Borrower (it being understood that the “Holdings Equity Contribution”terms and conditions on Exhibit A to the Sponsor Bid Letter are satisfactory);
(3iii) the capital structure of Holdings and each Loan Party immediately after the Acquisition shall be as described in Schedule 4.15; and
(iv) each of the conditions precedent to the issuance of the Senior Subordinated Notes pursuant to the Senior Subordinated Note Documentation shall have been satisfied in strict compliance with the terms thereof, and no provision thereof shall have been waived, amended, supplemented or otherwise modified in a manner that could be materially adverse to any Agent or any Lender, and the Borrower shall have received at least $225,000,000 and €150,000,000 98,000,000 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.
Appears in 1 contract
Samples: Credit Agreement (Osullivan Industries Holdings Inc)
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the LendersAdministrative Agent:
(1i) other than as regards the payment of the Consideration (as defined in the Acquisition Agreement), which shall occur immediately after the funding of the Bridge Loans, the Acquisition shall have been consummated.
consummated in accordance with the terms of the Acquisition Documentation (2) Holdings shall have received at least $275,000,000 from the proceeds of equity issued by Holdings, and such proceeds no provision thereof shall have been contributed amended, waived or otherwise modified in a manner adverse to Holdings, the Borrower (or the “Holdings Equity Contribution”Lenders without the prior consent of the Administrative Agent);
(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;
(4ii) 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 $55,000,0004.0 million;
(iii) Holdings shall have received at least $25.0 million from the exercise of Warrants;
(iv) (i) The the Administrative Agent shall have received satisfactory evidence that the all Existing Credit Agreement Indebtedness other than any Permitted Indebtedness shall have been discharged in full or terminated and all amounts thereunder shall have been paid in full full, and (ii) satisfactory arrangements satisfactory to the Administrative Agent shall have been made for the termination or release of all Liens granted in connection therewiththerewith other than in respect of any Permitted Liens; and
(6v) Immediately after giving effect the Administrative Agent shall have received satisfactory evidence that Holdings will transfer the Capital Stock of 19E acquired in the Acquisition to the Transactions and Borrower such that at close of business on the other transactions contemplated herebyClosing Date, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreement19E will be, (b) the Senior Subordinated Notes and (c) Indebtedness set forth on Schedule 6.01. Immediately after giving effect a beneficial basis with legal title to the Transactions and the other transactions contemplated herebymove promptly thereafter, Holdings shall have no outstanding Indebtedness or preferred stock other than (a) its Guarantee a Wholly Owned Subsidiary of the Indebtedness outstanding under this Agreement and its Guarantee of the Senior Subordinated NotesBorrower.
Appears in 1 contract
Acquisition, etc. The following transactions shall have been consummated, in each case on terms in accordance with all material applicable Requirements of Law and conditions reasonably satisfactory the Acquisition Documentation provided to the Lenders:Initial Lenders on or prior to the Closing Date, as amended, supplemented or otherwise modified with the approval of each Initial Lender (such approval not to be unreasonably withheld):
(1i) the Acquisition Borrower shall have been consummated.purchased (the "Acquisition") substantially all the assets and businesses, and assumed certain liabilities and obligations (such assets, liabilities and obligations, the "Acquired Business") of Distribution from United States Filter Corporation, in accordance with the Acquisition Agreement;
(2ii) Holdings shall have received at least $275,000,000 210,000,000 (less the amount, if any, by which Transaction Costs are less than $40,000,000) in cash proceeds from the proceeds of equity issued by HoldingsHoldings to the Sponsors (together with any other member of the Sponsor Group) and certain senior members of management of the Borrower, on terms and conditions satisfactory to the Co-Syndication Agents, and such proceeds shall have been contributed to the Borrower (the “Holdings Equity Contribution”)Borrower;
(3iii) the Borrower shall have received at least $225,000,000 and €150,000,000 200,000,000 (less up to $50,000,000 of net cash proceeds of Junior Capital received by the Borrower on the Closing Date) in gross cash proceeds from the issuance of the Senior Subordinated Notes;
(4iv) 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 Transaction Costs shall not exceed $55,000,000;40,000,000 unless the amount in excess thereof is funded with proceeds from Junior Capital (without duplication of any proceeds of Junior Capital that offset the required proceeds of Senior Subordinated Notes pursuant to subclause (iii) above); and
(i) The Administrative Agent shall have received satisfactory evidence that all Indebtedness (other than Indebtedness set forth on Schedule 7.2(d)) assumed by the Existing Credit Agreement Borrower pursuant to the Acquisition Documentation or otherwise as of the Closing Date shall have been terminated and all amounts thereunder shall have been paid in full and (ii) satisfactory 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.
Appears in 1 contract
Acquisition, etc. The Lender shall be satisfied that the following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the LendersLender:
(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 Borrower shall have purchased (A) from Xxxxxxx X. Xxxxxxx, an individual, 58% of the limited liability company membership interests of Edelman Financial Advisors, LLC, and (B) from Xxxxxx Xxxxx, an individual, 8% of the limited liability company membership interests of Edelman Financial Advisors, LLC pursuant to the Acquisition Documents (such purchase transactions, collectively, the "Acquisition");
(ii) the aggregate purchase price for the limited liability company membership interests of Edelman Financial Advisors, LLC to be purchased by the Borrower pursuant to the Acquisition shall not exceed $35,500,000;
(iii) the aggregate Indebtedness for Borrowed Money of the Borrower and its Subsidiaries on the Closing Date, after giving effect to the Acquisition, shall not exceed $37,000,000;
(iv) immediately following the consummation of the Acquisition, the Borrower shall own 76% of the limited liability company membership interests of each of (A) The Edelman Financial Center, LLC (the "EFC LLC Interests") and (B) Edelman Financial Advisors, LLC (the "EFA LLC Interests"); and
(v) the Lender shall (A) have received satisfactory evidence that the Existing Credit Agreement Facility shall have been terminated and all amounts thereunder shall have been paid in full and (iiB) be satisfied that acceptable satisfactory arrangements satisfactory to the Administrative Agent shall have been made for the termination of all letters of credit issued by any Person for the account of the Borrower or any of its Subsidiaries (other than the Permitted Letters of Credit) and the termination of all Liens granted in connection therewith; and
with the Existing Credit Facility and any such letters of credit (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 Liens securing reimbursement obligations arising from Permitted Letters of the Indebtedness outstanding under this Agreement and its Guarantee of the Senior Subordinated NotesCredit).
Appears in 1 contract
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the LendersAdministrative Agent:
(1i) the Acquisition shall have been consummated.consummated in accordance with the terms of the Acquisition Documentation (and no provision thereof shall have been amended, waived or otherwise modified in a manner adverse to RFX, Holdings, the Borrower or the Lenders without the prior consent of the Administrative Agent);
(2ii) Holdings shall have received at least $275,000,000 43.7 million from the proceeds of equity the Investor Equity Investment and at least $3.0 million from the proceeds of the Sponsor Equity;
(iii) Holdings shall have issued approximately $21.9 million in the form of Seller Preferred Equity;
(iv) at least $5.0 million in proceeds from the exercise of the RFX Warrants shall have been received by Holdings, Holdings and at least $1.0 million of such proceeds shall have been contributed by Holdings to the Borrower (the “Holdings Equity Contribution”)Borrower;
(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;
(4v) 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 have been paid and shall not exceed $55,000,000;7.7 million (which amount may include the reimbursement and payment of certain third-party costs and expenses of FXM, Inc. prior to the Closing Date in an amount not to exceed $1.5 million and the reimbursement to FXM, Inc. of corporate overhead expenses incurred prior to the Closing Date in an amount not to exceed $1.2 million); and
(i) The the Administrative Agent shall have received satisfactory evidence that the all Existing Credit Agreement Indebtedness shall have been terminated and all amounts thereunder shall have been paid in full (or, with respect to the approximately $4.26 million mortgage in respect of the Meadow Oaks Apartment complex, defeased in accordance with the terms thereof) and (ii) satisfactory 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.
Appears in 1 contract
Samples: Bridge Loan Credit Agreement (Sports Entertainment Enterprises Inc)
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 $275,000,000 101,500,000 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 50,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notessubordinated bridge loans;
(4) the Administrative Agent shall have received satisfactory evidence that the cash fees and expenses to be incurred in connection with the Acquisition and the financing thereof shall not exceed $55,000,0006,300,000;
(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 Bridge Loans and (c) Indebtedness set forth on Schedule 6.016.1. 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 NotesBridge Loans.
Appears in 1 contract
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 $275,000,000 101,500,000 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 50,000,000 in gross cash proceeds from the issuance of the Senior Subordinated NotesBridge Loans;
(4) the Administrative Agent shall have received satisfactory evidence that the cash fees and expenses to be incurred in connection with the Acquisition and the financing thereof shall not exceed $55,000,0006,300,000;
(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 Bridge Loans and (c) Indebtedness set forth on Schedule 6.016.1. 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 NotesBridge Loans.
Appears in 1 contract
Acquisition, etc. The following transactions shall have been consummated---------------- completed, in each case on terms and conditions reasonably satisfactory to the Lenders:
(1i) the Administrative Agent shall have received (in a form reasonably satisfactory to the Administration Agent), with a copy for each Lender, true and correct copies, certified as to authenticity by the Borrower, of the Acquisition Documentation and such other documents or instruments as may be reasonably requested by the Administrative Agent;
(ii) the Borrower shall have acquired the capital stock of QDSP for an aggregate purchase price of approximately $72,500,000 pursuant to and in accordance with the Acquisition Documentation, and no provision thereof shall have been consummated.waived, amended, supplemented or otherwise modified unless the Administrative Agent has otherwise agreed (the "Acquisition"); -----------
(2iii) Holdings shall have received at least $275,000,000 40,000,000 in cash from the proceeds of equity issued by Holdingsto the Sponsors and their Control Investment Affiliates, and such proceeds shall have been contributed to the Borrower (the “Holdings Equity Contribution”)Borrower;
(3iv) the Borrower Aurora Capital Group shall have received at least $225,000,000 and €150,000,000 contributed its existing shares in gross cash proceeds from QDSP into Holdings in exchange for new shares of Holdings (the issuance of the Senior Subordinated Notes;"Sponsor Contribution"); --------------------
(4v) the Administrative Agent shall have received satisfactory evidence that the fees and expenses to be incurred in connection with the Acquisition Transaction and the financing thereof shall not exceed $55,000,000;10,500,000; and
(i) The Administrative Agent shall have received satisfactory evidence that all existing Indebtedness of the Existing Credit Agreement Loan Parties (except for Indebtedness permitted pursuant to Section 7.2(f)) shall have been terminated and all amounts thereunder shall have been paid in full and (ii) satisfactory arrangements satisfactory to the Administrative Agent shall have been made for the termination of all Liens granted in connection therewith; and
therewith (6) Immediately after giving effect to the Transactions and the other transactions contemplated herebycollectively, 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"Refinancing"). 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.-----------
Appears in 1 contract
Samples: Credit Agreement (Specrite Brake Co)
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(1i) No provision of the Acquisition Documentation shall have been consummated.waived, amended, supplemented or otherwise modified in any respect that is material and adverse to the Lenders without the approval of the Administrative Agent;
(2ii) Holdings shall have received at least $275,000,000 93,750,000 in cash from the proceeds issuance of equity issued by Holdingsits common stock to the Sponsors and management, and such proceeds shall have been contributed to the Borrower (in a manner reasonably satisfactory to the “Holdings Equity Contribution”)Administrative Agent;
(3iii) 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 The Administrative Agent shall have received satisfactory evidence that the Acquisition shall have been completed in accordance with the terms and conditions of the Acquisition Agreement and applicable law;
(iv) The Administrative Agent shall have received satisfactory 4rdence that the fees and expenses to be incurred in connection with the Acquisition and the financing thereof shall not exceed $55,000,00010,000,000;
(iA) The Administrative Agent shall have received satisfactory evidence that all of the then existing Indebtedness of the Borrower (other than (i) the Existing Credit Agreement shall have been terminated Capital Leases, (ii) Indebtedness owing by the Borrower to its Subsidiaries and all amounts thereunder (iii) surety bonds and Guarantee Obligations in connection therewith) shall have been paid in full and all commitments to lend in connection therewith shall have been terminated and (iiB) satisfactory arrangements satisfactory to the Administrative Agent shall have been made for the termination of all Liens granted in connection therewith; and
(6vi) Immediately after giving effect The Seller Note shall be in form and substance reasonably satisfactory 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 NotesAdministrative Agent.
Appears in 1 contract
Acquisition, etc. The following transactions shall have been consummatedconsummated (and the Administrative Agent shall have received a certificate of the Borrower to such effect, substantially in the form of Exhibit I, accompanied by copies of any documentary evidence thereof reasonably requested by the Administrative Agent), in each case on terms and conditions reasonably satisfactory to the LendersAdministrative Agent:
(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”);
(3i) the Borrower shall have received at least $225,000,000 and €150,000,000 in gross cash proceeds from the issuance right to acquire, directly or indirectly, 95% of the Senior Subordinated NotesShares of the Target for an aggregate purchase price the U.S. Dollar Equivalent of which does not exceed $275,000,000, and arrangements satisfactory to the Administrative Agent shall have been made for the application of approximately $312,600,000 of the proceeds of the Loans made on the Closing Date to the purchase of such Shares and the repayment of the Indebtedness of the Target and its Subsidiaries described in Schedule 7.12 promptly following the making of such Loans on a basis that assures that such proceeds can be used only for such purposes;
(4ii) the Tender Offer, in the opinion of the Borrower, prior to the announcement that the Tender Offer will be completed, is not wholly or in part made impossible or significantly difficult to implement as a result of legislation, court decision, action of public authority, or similar event in Sweden, Germany, the U.S. or another country which has occurred or is expected to occur, or as a consequence of any other circumstance beyond the Borrower's control;
(iii) to the extent received by the Borrower, the Borrower shall have delivered to the Administrative Agent copies of the executed resignation letters of the four members of the Target's Supervisory Board representing the shareholders, which letters shall be () effective upon the closing of the Tender Offer and () in form and substance reasonably satisfactory to the Administrative Agent;
(iv) the Borrower shall have used its best efforts to commence discussions with the Commercial Register Judge in Bensheim, Germany, responsible for the review and approval of the Integration, regarding the replacement of the four members of the Target's Supervisory Board referred to in clause (iii) above, pursuant to Section 104 of the German Stock Corporation Act to be effective upon or promptly following the closing of the Tender Offer.
(v) since the date of this Agreement, the terms of the Tender Offer shall not have been amended, waived or modified as to price, consideration, conditions, termination or expiration or in any other material respects without the prior approval of the Administrative Agent;
(vi) neither the Target nor any of its Subsidiaries shall have taken, or be taking, any action (including reorganization, recapitalization, asset sale, stock purchase or distribution to its stockholders) that, in the good faith judgment of the Administrative Agent, could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, operations, assets or properties of the Target or its Subsidiaries or on the consummation of the Tender Offer and the Acquisition;
(vii) 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 therewith17,000,000; and
(6viii) Immediately the Borrower and its Subsidiaries, on a combined pro forma basis, after giving effect to the Transactions and Acquisition, shall have a minimum Consolidated EBITDA for the other transactions contemplated hereby, most recently completed four fiscal quarters of 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 for which financial statements are available of the Indebtedness outstanding under this Agreement and its Guarantee of the Senior Subordinated Notes$90,000,000.
Appears in 1 contract
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(1i) all conditions precedent to the Acquisition shall have been consummated.satisfied, and, the Administrative Agent shall reasonably believe that upon the funding of the Tranche B Term Loans, the Acquisition shall be consummated for an aggregate purchase price of approximately $800.0 million (subject to working capital and other adjustments as provided in the Acquisition Agreement and including fees and expenses of approximately $30.0 million in the aggregate (less any savings realized if actual fees and expenses are less than $30.0 million)) pursuant to the Acquisition Documents in the form previously approved by the Administration Agent and any other documentation reasonably satisfactory to the Administrative Agent, and no material provision thereof shall have been waived, amended, supplemented or otherwise modified;
(2ii) Holdings the Ultimate Parent shall have received at least $275,000,000 255.0 million (or such lesser amount as may be agreed by the Administrative Agent, including in connection with any savings realized if actual fees and expenses are less than $30.0 million) (the "EQUITY INVESTMENT AMOUNT") in cash from the proceeds issuance of equity issued its common and/or preferred stock to the Equity Investors (at least 70% of which shall be contributed by Holdings, the Principal and such proceeds its Control Investment Affiliates) on terms satisfactory to the Lenders; the Parent shall have been contributed received the Equity Investment Amount in cash from the issuance of its common and/or preferred stock to the Ultimate Parent on terms reasonably satisfactory to the Lenders; and the Borrower shall have received the Equity Investment Amount in cash from the issuance of its common stock to the Parent on terms reasonably satisfactory to the Lenders (which shall represent at least 30% of the “Holdings Equity Contribution”Borrower's pro forma capitalization);
(3iii) the capital structure of each Loan Party after the Acquisition shall be as described in SCHEDULE 4.15(i); and
(iv) each of the conditions precedent to the issuance of the Senior Subordinated Notes pursuant to the Senior Subordinated Note Documentation shall have been satisfied in strict compliance with the terms thereof, and no provision thereof shall have been waived, amended, supplemented or otherwise modified in a manner that could be materially adverse to the Administrative Agent or any Lender and the Borrower shall have received at least $225,000,000 and €150,000,000 245,000,000 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.
Appears in 1 contract
Samples: Credit Agreement (Tsi Finance Inc)
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(1i) The Merger shall be consummated pursuant to the Acquisition Agreement substantially concurrent with the initial extension of credit and no provision thereof shall have been consummated.
(2) Holdings shall have received at least $275,000,000 from the proceeds of equity issued by Holdingsamended or waived, and such proceeds no consent shall have been contributed given thereunder, in any manner materially adverse to the Borrower interests of the Lead Arrangers or the Lenders without the prior written consent of the Leader Arrangers (the “Holdings Equity Contribution”not to be unreasonably withheld or delayed);
(3ii) the The Borrower shall have received cash proceeds of common equity issued by Holdings to the Sponsor or one or more of its Control Investment Affiliates (provided that the contribution thereof to the Borrower shall be on terms and conditions and pursuant to documentation reasonably satisfactory to the Lead Arrangers) in an amount equal to at least 35% (including up to $225,000,000 4,000,000 of rolled equity) of the total capitalization of Holdings and €150,000,000 the Borrower;
(iii) the Senior Secured Notes shall have been sold for up to $355,000,000 in gross cash proceeds from (net of outstanding amounts of original issue discount in connection with the issuance of the Senior Subordinated Notes;and sale); and
(4iv) (i) the Administrative Agent shall have received satisfactory evidence that that, after giving effect to the fees and expenses to be incurred in connection with Transactions, neither Holdings, the Acquisition Borrower nor any of its Subsidiaries shall have any material Indebtedness for borrowed money other than Indebtedness created under the Loan Documents 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 Senior Secured Notes and (ii) satisfactory 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 with any previously 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 NotesIndebtedness.
Appears in 1 contract
Samples: Credit Agreement (Logan's Roadhouse of Kansas, Inc.)
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(1i) the Acquisition Documentation shall have been consummated.
(2) Holdings shall have received at least $275,000,000 from the proceeds of equity issued by Holdings, executed and such proceeds no provision thereof shall have been contributed waived, amended, supplemented or otherwise modified in any material respect without the approval of the Lenders;
(ii) the transactions required to be consummated on or prior to the Borrower Closing Date pursuant to the Acquisition Documentation shall have been consummated in accordance therewith and in accordance with applicable law (the “Holdings Equity ContributionAcquisition”);
(3iii) the Borrower shall have received applied at least $225,000,000 2,300,000 of its, ACMH’s and €150,000,000 ACM’s existing cash and Cash Equivalents in gross cash proceeds from order to finance the issuance of the Senior Subordinated Notes;Acquisition; and
(4iv) the Administrative Agent shall have received satisfactory evidence that that: (A) the fees and expenses to be incurred in connection with the Acquisition and the financing thereof shall not exceed $55,000,000;
10,000,000, (iB) 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 full, (C) substantially all of the Existing Indebtedness shall have been repaid, except as reflected in Schedule 7.2(d) and (iiD) arrangements satisfactory to the Administrative Agent shall have been made for the termination of all Liens granted in connection therewith; andwith such Existing Credit Agreement and Existing Indebtedness
(6v) Immediately the capitalization structure and equity ownership of each Loan Party after giving effect the Acquisition shall be reasonably satisfactory 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 NotesLenders in all respects.
Appears in 1 contract
Samples: Credit Agreement (Coinstar Inc)
Acquisition, etc. (i) The following acquisition of all of the issued and outstanding capital stock of the Target and all related transactions (the “Acquisition”) shall have been consummated, in each case consummated on terms and conditions reasonably satisfactory to the Lenders:
(1) consistent with the Acquisition Documentation, and no material provision thereof shall have been consummatedwaived, amended or supplemented which would adversely affect the Lenders.
(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;
(iii) The Administrative Agent shall have received satisfactory evidence that each of the Existing Credit Agreement and the Target Credit Agreement shall have been terminated (subject to the survival of customary indemnification and gross-up provisions) and all amounts thereunder (other than contingent indemnity and gross-up claims) shall have been paid in full and (ii) satisfactory arrangements satisfactory to the Administrative Agent shall have been made for the termination of all guarantees and Liens granted in connection therewith; and.
(6iii) Immediately after giving effect All governmental and third party approvals (including landlords’ and other consents, other than with respect to Post-Closing Date Mortgaged Properties) required to be obtained pursuant to the Transactions and Acquisition Agreement for the other transactions contemplated hereby, consummation of the Borrower and the Subsidiaries Acquisition shall have outstanding no Indebtedness or preferred stock other than (a) Indebtedness outstanding under this Agreementbeen obtained and be in full force and effect, (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 all applicable waiting periods shall have no outstanding Indebtedness or preferred stock other than expired without any non-consensual action (ait being understood and agreed that any consensual action in respect of any divestiture in excess of what is provided for in Section 6.3(d) its Guarantee of the Indebtedness outstanding under this Acquisition Agreement and its Guarantee shall be treated as a waiver of a material provision of the Senior Subordinated NotesAcquisition Agreement for purposes of paragraph (b)(i) above) being taken or threatened by any competent authority that would restrain, prevent or otherwise impose any material adverse conditions on the Acquisition or the financing thereof.
Appears in 1 contract
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to or shall be consummated concurrently with 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 making of the Senior Subordinated Notes;
(4) initial Loans on the Closing Date and the Administrative Agent shall have received satisfactory evidence thereof (it being understood that any shortfall in the fees and expenses amounts required to be incurred in connection received by White Mountains, the Parent, the Primary Borrower or CGU pursuant to paragraphs (ii), (iii), (iv) and (v) below may be replaced with the Acquisition and the financing thereof shall not exceed $55,000,000;Excess Cash):
(i) The Acquisition shall have been consummated pursuant to the Acquisition Documentation; and the Acquisition Documentation shall not have been amended, supplemented, waived or otherwise modified in any material respect without the prior written consent of the Administrative Agent Agent.
(ii) White Mountains shall have received satisfactory evidence that commitments from (i) the Existing Credit Agreement shall have been terminated and all amounts thereunder shall have been paid in full Investor Group to purchase for cash at least $441,000,000 of equity securities of White Mountains and (ii) arrangements satisfactory Berkshire Hathaway to purchase (A) the Berkshire Preferred Stock for cash in an amount not less than $225,000,000, and (B) for cash in an amount not less than $75,000,000 a warrant to purchase common stock of White Mountains pursuant to the Administrative Agent Warrant Agreement.
(iii) The Parent shall have received at least $875,000,000 PLUS the amount, if any, by which the aggregate unassigned surplus of dividend-paying first-tier Insurance Subsidiaries is less than $950,000,000 (it being understood that such aggregate unassigned surplus shall not be less than $900,000,000) from the proceeds of equity issued by the Parent to White Mountains and/or the Investor Group, including $20,000,000 from the issuance of preferred stock which shall be sold to a third party investor (the "THIRD PARTY PREFERRED STOCK").
(iv) The Primary Borrower shall have received (A) at least $875,000,000 PLUS the amount, if any, by which the aggregate unassigned surplus of dividend-paying first-tier Insurance Subsidiaries is less than $950,000,000 (it being understood that such aggregate unassigned surplus shall not be less than $900,000,000) as the proceeds of common stock issued to the Parent and (B) at least $225,000,000 as the proceeds of the Berkshire Preferred Stock.
(v) CGU shall have received (A) as dividends from its Subsidiaries cash in an amount not less than $313,000,000 and (B) cash in the amount of $235,000,000 as proceeds of the Preclosing Transactions, and all such cash described in the foregoing clauses (A) and (B) shall be available for use to pay a portion of the purchase price of the Acquisition.
(vi) The Preclosing Transactions shall have been made for consummated in accordance with the termination of all Liens granted in connection therewith; and
(6) Immediately after giving effect Stock Purchase Agreement on or prior 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 NotesClosing Date.
Appears in 1 contract
Samples: Credit Agreement (White Mountains Insurance Group LTD)
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders:
(1i) Acquisition LLC shall have acquired all of the general partnership interests of the Borrower and LP shall have acquired all of the limited partnership interests of the Borrower, pursuant to the terms of the Acquisition Agreement, and the Merger shall have become effective by the filing of a Certificate of Merger with the Secretary of State of the State of Delaware and no provision of the Acquisition Documentation shall have been consummated.waived, amended, supplemented or otherwise modified without the prior written consent of the Lenders (the “Acquisition”);
(2ii) Holdings TTPC shall have received at least $275,000,000 320,000,000 in gross cash proceeds from the proceeds of preferred equity and $30,000,000 in gross cash proceeds from the proceeds of common equity, in each case, issued by HoldingsTTPC to the Equity Investors, and $26,014 of such proceeds shall have been contributed to LP as a capital contribution to its common equity and $349,973,986 of such proceeds shall have been contributed to the Borrower (the “Holdings Equity Contribution”)as a capital contribution to its common equity;
(3iii) the Borrower shall have received at least $225,000,000 and €150,000,000 280,000,000 in gross cash proceeds from the issuance of the Senior Subordinated NotesNotes on terms and pursuant to documentation satisfactory to the Senior Lenders and no provision thereof shall have been waived, amended, supplemented or otherwise modified without the prior written consent of the Lenders;
(4iv) the Administrative Agent TTPC shall have received issued the Seller Notes in aggregate principal amount of $84,000,000 on terms and conditions as set forth on Schedule 5.1(b)(iv) and otherwise reasonably satisfactory evidence that to the fees and expenses to be incurred in connection with the Acquisition and the financing thereof shall not exceed $55,000,000Lenders;
(iv) The Administrative Agent the Borrower shall have received satisfactory evidence that approximately $98,500,000 in the Existing Credit Agreement shall have been terminated aggregate of Capital Lease Obligations and all amounts thereunder shall have been paid in full and (ii) arrangements satisfactory to obligations under the Administrative Agent shall have been made for the termination of all Liens granted in connection therewithWSSO Software Agreement; 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, (bvi) the Senior Subordinated Notes and (c) Indebtedness set forth on capital structure of each Loan Party after the Acquisition shall be as described in 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 Notes4.15.
Appears in 1 contract
Samples: Credit Agreement (Ws Financing Corp)
Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lendersconsummated substantially simultaneously therewith:
(1i) the Target shall be merged with and into Precision Lobos Corporation, with Precision Lobos Corporation surviving such merger (the “Acquisition”) in accordance with the Acquisition Agreement, and no provision of the Acquisition Agreement shall have been consummated.
(2) Holdings shall have received at least $275,000,000 from the proceeds of equity issued by Holdingswaived, amended, supplemented or otherwise modified in a manner material and such proceeds shall have been contributed adverse to the Borrower Lenders without the written consent of the Arrangers (the “Holdings Equity Contribution”which consent shall not be unreasonably withheld or delayed);
(3ii) the Borrower shall have received at least $225,000,000 and €150,000,000 in gross cash proceeds [Redacted pursuant to Section 12.2 of national instrument 51-102] from borrowings under the issuance Senior Secured Credit Facilities (it being understood that the Borrower shall repay a portion of the revolving borrowings thereunder by no later than 11:00 A.M., New York City time, on the Business Day immediately following the Closing Date so that not more than $100,000,000 (exclusive of any letters of credit issued on the Closing Date to replace any existing letters of credit of the Target), plus any additional amounts necessary to finance any OID in respect of the term loan borrowings under the Senior Subordinated NotesSecured Credit Agreement, of such revolving borrowings used for such purposes remain outstanding);
(4iii) the Administrative Agent shall have received reasonably satisfactory evidence that the fees and expenses (including on account of any OID) to be incurred in connection with the Acquisition and the financing thereof shall not exceed $55,000,000;[Redacted pursuant to Section 12.2 of national instrument 51-102]; and
(iiv) The the Administrative Agent shall have received reasonably satisfactory evidence that (i) substantially all of the Indebtedness (including commitments in respect thereof) of the Target (excluding those Existing Credit Agreement shall have been terminated and all amounts thereunder shall have been paid in full Convertible Securities not converted or redeemed on or prior to the Closing Date) existing prior to the Closing Date and (ii) arrangements all obligations under the Extendible Revolving Term Credit Agreement, dated November 2, 2005, as amended from time to time, between the Borrower, the financial institutions from time to time parties thereto and Royal Bank of Canada, as agent, shall have been repaid (or cancelled) on terms reasonably satisfactory to the Administrative Agent and all related security interests released or arrangements shall have been made which are reasonably satisfactory to the Administrative Agent for the termination repayment thereof and release 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 Notesrelated security interests.
Appears in 1 contract
