Common use of Acquisition Request Clause in Contracts

Acquisition Request. In addition, the Companies' ability to consummate any Material Acquisition and to borrow Revolving Loans for the purpose of consummating any Material Acquisition is subject to the Parent providing to the Agent at least thirty (30) Business Days (except as otherwise stated below or the context otherwise requires) prior to the consummation of any Material Acquisition the following: (a) (i) in the case of an acquisition of Capital Stock of a Person or all or substantially all of the assets or a division of a Person, (A) the name of the Person (the "TARGET") which is to be acquired or whose assets are to be acquired, and (B) a description of the nature of the Target's business; (b) copies of the current drafts of documentation as and when prepared; (c) copies of substantially final drafts of such documentation at least one (1) Business Day prior to the earlier to occur of (i) the proposed funding date of the Acquisition Facility Loan intended to effect the proposed acquisition or (ii) the date such proposed acquisition is expected to be consummated (the "ACQUISITION AGREEMENTS"); (d) a summary of the terms and conditions of the proposed acquisition; (e) a certificate of the chief financial officer or chief executive officer of the Parent dated on or within two (2) days prior to the earlier to occur of the proposed funding date of the Acquisition Facility Loan or date such Permitted Acquisition is expected to be consummated certifying that no Default or Event of Default exists that is continuing or could reasonably be expected to occur as a result of the proposed Acquisition (except to the extent the proviso of Subparagraph 4.1(c) of Section 4 hereof is applicable); and (f) any other information the Agent may reasonably request from time to time prior to such funding or date such Permitted Acquisition is expected to be consummated that is available to Parent. In addition, at least three (3) Business Days prior to the date such proposed Material Acquisition is expected to be consummated, the Parent must have been available to the Agent and the Lenders to answer questions regarding the proposed acquisition and the documentation related thereto.

Acquisition Request. In addition, the Companies' an Obligor's ability to consummate any Material Acquisition Permitted Acquisitions and UTI's ability to borrow Revolving Loans for the purpose of consummating any Material Acquisition is Permitted Acquisitions are subject to the Parent providing to the Agent at least thirty ten (3010) Business Days (except as otherwise stated below or the context otherwise requires) prior to the funding of the Acquisition Facility Loan or the consummation of any Material the Permitted Acquisition the following: (a) (i) in the case of (A) an acquisition of Capital Stock capital stock of a Person or all or substantially all of the assets or a division of a Person, (A) the name of the Person (the "TARGET") which is to be acquired or whose assets are to be acquired, and (B) an acquisition of Rigs or Rig Accessories, the UTI - LOAN AND SECURITY AGREEMENT 34 38 name of the Person from whom the same are to be acquired; (ii) in the case of (A) an acquisition of Capital Stock of a Person or all or substantially all of the assets of a Person, a description of the nature of the Target's business, and (B) an acquisition of Rigs or Rig Accessories, a description of the Rigs or Rig Accessories to be acquired; (b) copies of the current drafts of documentation as and when prepared; (c) copies of substantially final drafts of such documentation at least one (1) Business Day prior to the earlier to occur of (i) the proposed funding date of the Acquisition Facility Loan intended to effect the proposed acquisition or (ii) the date such proposed acquisition is expected to be consummated (the "ACQUISITION AGREEMENTS"); (d) a summary of the terms and conditions of the proposed acquisition; (e) a certificate of the chief financial officer or chief executive officer of the Parent dated on or within two (2) days prior to the earlier to occur of the proposed funding date of the Acquisition Facility Loan or date such Permitted Acquisition is expected to be consummated certifying (i) the total amount of cash that has been used for Permitted Acquisitions as of that date in Canada and the United States, and (ii) that no Default or Event of Default exists that is continuing or could reasonably be expected to occur as a result of the proposed Acquisition (except to the extent the proviso of Subparagraph 4.1(c) of Section 4 hereof is applicable)acquisition; and (f) any other information the Agent may reasonably request from time to time prior to such funding or date such Permitted Acquisition is expected to be consummated that is available to Parentsuch Obligor. In addition, at least three (3) Business Days prior to the earlier to occur of (x) the date that the proposed funding of the Acquisition Facility Loan or (y) date such proposed Material Acquisition acquisition is expected to be consummated, the Parent and UTI must have been available to the Agent and the Lenders to answer questions regarding the proposed acquisition and the documentation related thereto.

Acquisition Request. In addition, the Companies' an Obligor's ability to consummate any Material Acquisition Permitted Acquisitions and UTI's ability to borrow Revolving Loans for the purpose of consummating any Material Acquisition is Permitted Acquisitions are subject to the Parent providing to the Agent at least thirty ten (3010) Business Days (except as otherwise stated below or the context otherwise requires) prior to the funding of the Acquisition Facility Loan or the consummation of any Material the Permitted Acquisition the following: (a) (i) in the case of (A) an acquisition of Capital Stock capital stock of a Person or all or substantially all of the assets or a division of a Person, (A) the name of the Person (the "TARGET") which is to be acquired or whose assets are to be acquired, and (B) an acquisition of Rigs or Rig Accessories, the name of the Person from whom the same are to be acquired; (ii) in the case of (A) an acquisition of Capital Stock of a Person or all or substantially all of the assets of a Person, a description of the nature of the Target's business, and (B) an acquisition of Rigs or Rig Accessories, a description of the Rigs or Rig Accessories to be acquired; (b) copies of the current drafts of documentation as and when prepared; (c) copies of substantially final drafts of such documentation at least one (1) Business Day prior to the earlier to occur of (i) the proposed funding date of the Acquisition Facility Loan intended to effect the proposed acquisition or (ii) the date such proposed acquisition is expected to be consummated (the "ACQUISITION AGREEMENTS"); (d) a summary of the terms and conditions of the proposed acquisition; (e) a certificate of the chief financial officer or chief executive officer of the Parent dated on or within two (2) days prior to the earlier to occur of the proposed funding date of the Acquisition Facility Loan or date such Permitted Acquisition is expected to be consummated certifying (i) the total amount of cash that has been used for Permitted Acquisitions as of that date in Canada and the United States, and (ii) that no Default or Event of Default exists that is continuing or could reasonably be expected to occur as a result of the proposed Acquisition (except to the extent the proviso of Subparagraph 4.1(c) of Section 4 hereof is applicable)acquisition; and (f) any other information the Agent may reasonably request from time to time prior to such funding or date such Permitted Acquisition is expected to be consummated that is available to Parentsuch Obligor. In addition, at least three (3) Business Days prior to the earlier to occur of (x) the date that the proposed funding of the Acquisition Facility Loan or (y) date such proposed Material Acquisition acquisition is expected to be consummated, the Parent and UTI must have been available to the Agent and the Lenders to answer questions regarding the proposed acquisition and the documentation related thereto.

Acquisition Request. In addition, the Companies' an Obligor's ability to consummate any Material Acquisition Permitted Acquisitions and UTI's ability to borrow Revolving Loans for the purpose of consummating any Material Acquisition is Permitted Acquisitions are subject to the Parent providing to the Agent at least thirty ten (3010) Business Days (except as otherwise stated below or the context otherwise requires) prior to the funding of the Acquisition Facility Loan or the consummation of any Material the Permitted Acquisition the following: (a) (i) in the case of (A) an acquisition of Capital Stock capital stock of a Person or all or substantially all of the assets or a division of a Person, (A) the name of the Person (the "TARGET") which is to be acquired or whose assets are to be acquired, and (B) an acquisition of Rigs or Rig Accessories, the name of the Person from whom the same are to be acquired; (ii) in the case of (A) an acquisition of Capital Stock of a Person or all or substantially all of the assets of a Person, a description of the nature of the Target's business, and (B) an acquisition of Rigs or Rig Accessories, a description of the Rigs or Rig Accessories to be acquired; (b) copies of the current drafts of documentation as and when prepared; (c) copies of substantially final drafts of such documentation at least one (1) Business Day prior to the earlier to occur of (i) the proposed funding date of the Acquisition Facility Loan intended to effect the proposed acquisition or (ii) the date such proposed acquisition is expected to be consummated (the "ACQUISITION AGREEMENTS"); (d) a summary of the terms and conditions of the proposed acquisition; (e) a certificate of the chief financial officer or chief executive officer of the Parent dated on or within two (2) days prior to the earlier to occur of the proposed funding date of the Acquisition Facility Loan or date such Permitted Acquisition is expected to be consummated certifying (i) the total amount of cash that has been used for Permitted Acquisitions as of that date in Canada and the United States, and (ii) that no Default or Event of Default exists that is continuing or could reasonably be expected to occur as a result of the proposed Acquisition (except to the extent the proviso of Subparagraph 4.1(c) of Section 4 hereof is applicable)acquisition; and (f) any other information the Agent may reasonably request from time to time prior to such funding or date such Permitted Acquisition is expected to be consummated that is UTI - AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 36 available to Parentsuch Obligor. In addition, at least three (3) Business Days prior to the earlier to occur of (x) the date that the proposed funding of the Acquisition Facility Loan or (y) date such proposed Material Acquisition acquisition is expected to be consummated, the Parent and UTI must have been available to the Agent and the Lenders to answer questions regarding the proposed acquisition and the documentation related thereto.