Acquisition Matters. Consent to the Closing Date Acquisition 221 Section 11.02 Reference to Closing Date 221 Annex A Commitments Schedule 3.03 Conflicts Schedule 3.06 Intellectual Property Schedule 3.07 Subsidiaries Schedule 3.08 Litigation Schedule 5.15 Post-Closing Deliveries Schedule 6.01(b) Permitted Surviving Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.03(b) Existing Investments Schedule 6.05 Permitted Dispositions Schedule 6.07 Transactions with Affiliates Schedule 6.11 Burdensome Agreements Exhibit A Form of Assignment and Assumption Exhibit B Form of Borrowing Request Exhibit C Form of Compliance Certificate Exhibit D Form of Interest Election Request Exhibit E Form of Joinder Agreement Exhibit F Form of LC Request Exhibit G-1 Form of Term Loan Note Exhibit G-2 Form of Revolving Note Exhibit H Form of Non-Bank Certificate Exhibit I Form of Solvency Certificate This CREDIT AGREEMENT (as amended by that certain Assumption Agreement and Amendment No. 1, dated as of June 14, 2019 (the “First Amendment”), this “Agreement”), dated as of September 12, 2018, is made among Cersei Merger Sub, Inc., a New Jersey corporation (“Merger Sub” and, prior to the consummation of the Closing Date Acquisition, the “Borrower”), upon consummation of the Closing Date Acquisition, iCIMS, Inc., a New Jersey corporation (“iCIMS” and, as the surviving entity after giving effect to the Closing Date Acquisition, the “Borrower”), Cersei Parent Holdings, LLC, a Delaware limited liability company (“Holdings”), as a Guarantor, Cersei Intermediate Holdings, Inc., a Delaware corporation (“Intermediate Holdings”), as a Guarantor, each of the other Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) from time to time party hereto, the Lenders from time to time party hereto, Xxxxxxx Xxxxx Middle Market Lending Corp. (“Goldman”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”).
Acquisition Matters. In consideration for your obligations hereunder, and provided that (i) you remain employed by the Company through the date of the closing (the “Closing Date”) of the transactions contemplated by that certain Agreement and Plan of Merger dated on or about October 6, 2011 (the “Merger Agreement”, and the consummation of the transaction contemplated by such Merger Agreement, the “Acquisition”), by and among Solutia Inc. (the “Acquirer”), Backbone Acquisition Sub, Inc., and the Company; and (ii) this Agreement becomes effective pursuant to its terms, then:
Acquisition Matters. (i) Each of the Offer to Purchase, the Merger Agreement shall have remained in full force and effect and shall not have been amended, supplemented, waived or otherwise modified in any material respect (other than to the extent the Offer to Purchase is supplemented to extend the final date for the Tender Offer Purchase to a date not later than November 30, 1997), and the conditions to the Tender Offer Purchase set forth in the Offer to Purchase shall not have been waived, in each case without the prior written consent of the Syndication Agent; (ii) the Tender Offer shall have been made in accordance with applicable law and the Offer to Purchase and shall not have been terminated or expired without extension in accordance therewith; (iii) the Specified Number of Shares shall have been tendered and not withdrawn pursuant to the Tender Offer; and (iv) the capital structure, corporate structure, ownership and management of each Loan Party as contemplated after giving effect to the Tender Offer and as contemplated by the Merger Agreement shall be substantially as described to the Syndication Agent in writing prior to the Commitment Letter Date, and the sources and uses of funds for the Tender Offer and the Merger shall be as set forth on Schedule 4.1(b).
Acquisition Matters. Section 11.01 Consent to the Closing Date Acquisition 173 Section 11.02 Reference to Closing Date 173 Annex A Commitments Schedule 3.03 Conflicts Schedule 3.06 Intellectual Property Schedule 3.07 Subsidiaries Schedule 3.08 Litigation Schedule 5.15 Post-Closing Deliveries Schedule 6.01(b) Permitted Surviving Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.03(b) Existing Investments Schedule 6.05 Permitted Dispositions Schedule 6.07 Transactions with Affiliates Exhibit A Form of Assignment and Assumption Exhibit B Form of Borrowing Request Exhibit C Form of Compliance Certificate Exhibit D Form of Interest Election Request Exhibit E Form of Joinder Agreement Exhibit F Form of Loan Note Exhibit G Form of Non‑Bank Certificate Exhibit H Form of Solvency Certificate CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of April 8, 2021, is made among Par Technology Corporation, a Delaware corporation (the “Borrower”), each of the Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) from time to time party hereto, the Lenders from time to time party hereto and Owl Rock First Lien Master Fund, L.P. (“Owl Rock”), as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).
Acquisition Matters. (a) The Parent shall have entered into voting support agreements with all directors of Aastra.
(b) The Acquisition Documents shall be in form and substance satisfactory to the Arrangers (and each of the Arrangers hereby agree that the Acquisition Agreement dated November 10, 2013 is acceptable to it), which Acquisition Agreement provides, without limitation that:
(i) the board of Aastra (and any independent/special committee of such board) unanimously recommends the Acquisition to all holders of the Capital Securities of Aastra;
(ii) the board of Aastra (and any independent/special committee of such board) will agree to, immediately following the execution of the Acquisition Agreement:
(A) promptly call a special meeting of securityholders (in accordance with the terms of the interim order granted by the court and otherwise in accordance with applicable law and policies) and promptly prepare and mail a management proxy circular in respect of such special meeting and the Acquisition; and
(B) support and recommend the Acquisition to the securityholders; and
(iii) (1) upon any termination of the Acquisition Agreement under circumstances where Aastra is entitled to a fee and such fee is paid in full, Aastra shall be precluded from any other remedy against the Parent at law or in equity or otherwise (including, without limitation, an order for specific performance), and shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the Parent or any of its Subsidiaries or any of its directors, officers, employees, partners, managers, members, shareholders or affiliates or their respective representatives in connection with the Acquisition Agreement or the transactions contemplated thereby and Aastra expressly waives any claims against the Arrangers and the other parties to the commitment letter dated as of November 10, 2013 (the “Commitment Letter”), (2) any action or proceeding involving the Arrangers or any Lender (including, without limitation, the Agents) arising out of or relating to the Acquisition, the Acquisition Agreement, the Commitment Letter, the Fee Letter, the credit facilities provided herein or the performance of any services thereunder be subject to the exclusive jurisdiction of a state or federal court sitting in the City of New York, State of New York, (3) Aastra will not, and it will not permit any of its affiliates to, bring or support anyone else in bringing any clai...
Acquisition Matters. If an Acquisition Event, as hereinafter defined, ------------------- occurs, the following provisions shall apply to the Employee:
a. If an Acquisition Event occurs, the Employee's base salary shall increase to annualized compensation of $175,000 per year, commencing on the Acquisition Event. Such amount shall be increased each January 1 commencing on January 1 following the Acquisition Event in accordance with the formula described in Paragraph 5(j) of the Third Amendment.
b. On the occurrence of any Acquisition Event, all of the Employee's then unvested stock options and warrants shall be vested and then currently exercisable.
c. If an Acquisition Event occurs, for the first six months that the Employee works after the Acquisition Event, the Company shall pay to the Employee a severance payment of one year of total compensation, and for each six months after the first six months that the Employee works after the Acquisition Event, the Company shall pay to the Employee a severance payment of six months of total compensation at such time as the Employee voluntarily resigns his employment or is terminated by death or disability, provided however, that the Employee's severance payment shall not exceed three years of total compensation. The severance payments provided herein shall be paid within ten (10) days of such voluntary resignation.
d. If an Acquisition Event occurs, the Company shall not change the status of the Employee. A change of status shall mean the occurrence of any of the following events without the express written approval of the Employee: (i) any diminution or change in any manner adverse to the Employee of (x) his positions, duties, responsibilities, or status with the Company; (y) his reporting responsibilities, titles, offices or the manner in which he is held out to the public or the industry; or (z) his salary, bonus or other benefits, or (ii) the Company requiring him to be based at any office or location more than thirty miles from the Company's current main office in Massachusetts or the Company requiring the Employee to travel on Company business to a greater extent than the Employee traveled prior to the Acquisition Event.
Acquisition Matters a. Consultant may present potential acquisition candidates (each, an “Acquisition Target”) to the Company for review. If the Company does not enter into discussions with the Acquisition Target or its representatives (including its attorneys, accountants, bankers or other agents) within 90 days, Consultant will have the right to pursue the Acquisition Target itself or present the Acquisition Target to other parties.
b. Notwithstanding anything in this Agreement to the contrary, Excluded Companies (as defined in Exhibit A) will not be considered an Acquisition Target at any time and no Fees (as defined below) pursuant to this Agreement will apply to any transaction between the Company and any Excluded Company.
c. If the Company and an Acquisition Target consummate a Transaction (as defined in Exhibit A) within one year of the date the Acquisition Target is presented to the Company by Consultant, then the Company will pay Consultant a finder’s fee (the “Fee”) in the amount of one percent (1%) of the Value of the Transaction (as defined in Exhibit A); provided, however, that no Fees will be due and owing to Consultant if the Company has held discussions or negotiations with the Target Company regarding acquisition, merger, consolidation, tender offer or similar transactions within the twelve months prior to the date the Acquisition Target is presented to the Company by Consultant. If, in connection with the evaluation of a Transaction, the Company and Consultant agree to an Approved Development Concept regarding the business of the Acquisition Target, the royalty provisions regarding Existing Royalty Products will apply to that Development Project.
Acquisition Matters. 74 6.24 Full Disclosure......................................................74
Acquisition Matters. The Company has delivered to the Agent true, complete and correct copies of the Acquisition Documents (including all schedules, exhibits, annexes, amendments, supplements, modifications and all other documents delivered pursuant thereto or in connection therewith). The Acquisition Documents as originally executed and delivered by the parties thereto have not been amended, waived, supplemented or modified without the consent of the Agent. The representations and warranties of Oshkosh Group BV, Oshkosh European Holdings SL and the Company set forth therein and, to the knowledge of the Company on the date of this Agreement, the representations and warranties of the other parties set forth therein are true and correct in all material respects as of the date thereof. On the date of this Agreement, none of Oshkosh Group BV, Oshkosh European Holdings SL, the Company nor any other party to any of the Acquisition Documents is in default in the performance of or compliance with any provisions under the Acquisition Documents. Subject to the funding of the Loans, hereunder, the Geesink Acquisition has been consummated in accordance with applicable laws and regulations. As of the date of this Agreement, there has been no material adverse change in the business, assets, liabilities (actual or contingent) operations, condition (financial or otherwise) or prospects of the Acquired Companies taken as a whole, as measured against the financial statements of the Acquired Companies as of March 31, 2001. The consummation of the Geesink Acquisition (including the related Investments, incurrence of Indebtedness and other aspects of such acquisition) do not breach, conflict with or contravene the Senior Subordinated Indenture or the notes issued thereunder or any other material Contractual Obligation of the Company or its Subsidiaries (other than Non-Material Foreign Subsidiaries).
Acquisition Matters. Consent to the Closing Date Acquisition 208 Section 11.02 Reference to Closing Date 208
