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 Borrower shall have received at least $500,000,000 in gross cash proceeds from the issuance of the Senior Notes; (ii) the Borrower shall have acquired (the "Acquisition") all of the outstanding capital stock of First Health through a merger of First Health with and into Merger Sub in accordance with the terms of the Acquisition Agreement, and no material provision thereof shall have been waived, amended, supplemented or otherwise modified without the consent of the Administrative Agent and the Syndication Agent; and (iii) The Administrative Agent shall have received satisfactory evidence that (x) the Existing First Health Credit Agreement shall have been terminated and all amounts outstanding thereunder (other than the Existing Letters of Credit, which shall become Letters of Credit hereunder) shall have been paid in full and (y) satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith.

Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the Lenders: (i) the Borrower shall have received at least $500,000,000 in gross cash proceeds from the issuance of the Senior Notes; (ii) the Borrower Parent shall have acquired (the "Acquisition") from AAT Holdings, LLC II, a Delaware limited liability company, all of the issued and outstanding capital stock Capital Stock of First Health through a merger of First Health with and into Merger Sub in accordance with the terms Target (the “Acquisition”) pursuant to the Acquisition Agreement; no provision of the Acquisition Agreement, and no material provision thereof Documentation shall have been waived, amended, supplemented or otherwise modified without in any respect materially adverse to the consent of Borrower or the Administrative Agent Lenders unless otherwise consented by the Arrangers; and the Syndication Agentsources and uses of funding for the Acquisition shall be consistent with the Table; and (iiiii) (i) The Administrative Agent shall have received satisfactory evidence that substantially all of the existing Indebtedness (xincluding, without limitation, any existing credit facilities and high-yield notes, but excluding Indebtedness approved by the Arrangers) of the Existing First Health Credit Agreement shall have been terminated Borrower, the Target and all amounts outstanding thereunder (other than the Existing Letters of Credit, which shall become Letters of Credit hereunder) their respective Subsidiaries shall have been paid in full and (yii) satisfactory arrangements shall have been made for the termination or subordination of all Liens Liens, as applicable, granted in connection therewiththerewith (it being understood that the Existing Credit Facility shall be permitted to remain outstanding in a manner satisfactory to the Arrangers).

Acquisition, etc. The following transactions shall have been consummated, in each case on terms and conditions reasonably satisfactory to the LendersAdministrative Agent: (i) The acquisition by the Borrower shall have received at least $500,000,000 in gross cash proceeds from the issuance of all of the Senior Notes; (ii) outstanding equity interests in the Borrower shall have acquired Target (the "Acquisition") all of the outstanding capital stock of First Health through a merger of First Health with and into Merger Sub shall have been consummated in accordance with the terms of the Acquisition Merger Agreement (other than the filing of the merger certificate in the Delaware Secretary of State's office, as to which arrangements satisfactory to the Administrative Agent shall have been made for the filing of such certificate in such office not later than the Business Day immediately following the Closing Date), for an aggregate purchase price not exceeding $205,000,000 (subject to working capital adjustments as set forth in the Merger Agreement), and no material provision thereof of the Merger Agreement shall have been waived, amended, supplemented or otherwise modified without in a manner materially adverse to the consent interests of the Administrative Agent and Borrower or the Syndication AgentLenders; and (iiiA) The Administrative Agent shall have received satisfactory evidence that (x) all commitments under the Existing First Health Credit Agreement Agreements shall have been terminated and all amounts outstanding thereunder (other than the Existing Letters of Credit, which shall become Letters of Credit hereunder) shall have been paid in full and (yB) 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 LendersAdministrative Agent: (i) the Borrower shall have received at least $500,000,000 in gross cash proceeds from the issuance The acquisition by Upstate of the Senior Notes; (ii) the Borrower shall have acquired (the "Acquisition") all of the outstanding capital stock of First Health through a merger of First Health with equity interests in the Target and into Merger Sub the real property described in the Real Estate Purchase Agreement (the “Acquisition”) shall have been consummated in accordance with the respective terms of the Acquisition Purchase Agreements for an aggregate purchase price not exceeding $80,000,000 (excluding any earn-out premium and subject to working capital adjustments as set forth in the Stock Purchase Agreement), and no material provision thereof of the Purchase Agreements shall have been waived, amended, supplemented or otherwise modified without in a manner materially adverse to the consent interests of the Administrative Agent and Borrower or the Syndication Agent; andLenders. (iiiA) The Administrative Agent shall have received satisfactory evidence that (x) all commitments under the Existing First Health Target Credit Agreement Facilities shall have been terminated and all amounts outstanding thereunder (other than the Existing Letters of Credit, which shall become Letters of Credit hereunder) shall have been paid in full and (yB) satisfactory arrangements shall have been made for the termination of (1) all Liens granted in connection therewiththerewith and (2) any other Lien relating to former Indebtedness of the Target.