Common use of Acquisition, etc Clause in Contracts

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 Acquisition and the Purchaser other transactions contemplated in the Acquisition Agreement shall acquire Target have been consummated, or shall be consummated concurrently with the Initial Extension of Credit on the Closing Date, in accordance with the Purchase Agreement Acquisition Agreement, and in accordance with applicable law (the “Acquisition”) (it being understood that no material provision of the Purchase Acquisition Agreement shall have been amended waived, amended, supplemented or waived otherwise modified in any material respect which could reasonably be considered to be materially adverse to the Lenders without the prior written consent approval of the Lead Arrangers)Agents; (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 The Borrower shall receivehave received, substantially or shall receive concurrently with the initial extension Initial Extension of credit hereunderCredit on the Closing Date, at least $200,000,000 250,000,000 in aggregate gross cash proceeds from the issuance of the 7% Senior Notes; and (Aiii) The the Administrative Agent shall receive have received satisfactory evidence that (A) each of the Borrower’s Credit Agreement, dated as of March 8, 2006, as amended by the first amendment dated August 17, 2006 (the “Target Existing Credit Agreement”), Agreement and the Borrower Existing Credit Agreement shall be have been terminated and all amounts thereunder shall be have been paid in full; 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 Purchaser Borrower shall acquire Target in accordance have acquired all of the limited liability company interests of Newco 1 LLC and all of the general partnership interests of Newco DGP1 pursuant to the terms of the Acquisition Agreement and the Mergers shall have become effective by the filing of Certificates of Merger with respect to Newco 1 LLC, Newco DGP1, Newco 2 LLC, and Newco DGP2 with the Purchase Agreement Secretary of State of the State of Delaware and in accordance with applicable law (the “Acquisition”) (it being understood that no material provision of the Purchase Agreement Acquisition Documentation shall have been amended waived, amended, supplemented or waived in any respect which could reasonably be considered to be materially adverse to the Lenders otherwise modified without the prior written consent of the Lead ArrangersArrangers (the "Acquisition"); (ii) Holdings shall have received at least $274,700,000 from the Purchaser shall issue proceeds of equity issued by Holdings to funds managed by the Sponsor and to the Sponsorother Initial Investors, the Sellers, certain members and all of the Borrower’s management and/or certain co-investors reasonably satisfactory such proceeds shall have been contributed to the Administrative Agent, Borrower as 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”)equity; (iii) the Borrower shall receive, substantially concurrently with the initial extension of credit hereunder, have received at least $200,000,000 215,000,000 in aggregate gross cash proceeds from the issuance of the Senior NotesSubordinated Notes on terms and pursuant to documentation reasonably satisfactory to the Arrangers and no provision thereof shall have been waived, amended, supplemented or otherwise modified without prior written consent of the Arrangers; and (Aiv) The Administrative Agent shall receive satisfactory evidence that the Borrower’s Credit Agreement, dated as capital structure of March 8, 2006, as amended by each Loan Party after the first amendment dated August 17, 2006 (the “Existing Credit Agreement”), Acquisition shall be terminated and all amounts thereunder shall be paid as described in full; and (B) satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewithSchedule 4.15.