ACQUISITIONS AND DISPOSALS. 11.1 The Company shall not, and shall procure that each member of the Group shall not, acquire an interest in any entity (a “Proposed Acquisition”) where the consideration payable in respect of the Proposed Acquisition is greater than US$50 million on a debt-free, cash-free basis, with a normalised level of working capital unless the Company has: 11.1.1 received the prior written consent of the Bison Parties; or 11.1.2 prior to, or within 60 Business Days following the closing of the Proposed Acquisition, delivered to the Bison Parties a written opinion from an investment bank or accounting firm of international repute showing that, on a pro forma basis, the Total Leverage (giving effect to the Proposed Acquisition) will not be greater than 5.
Appears in 5 contracts
Samples: Shareholders Agreement, Shareholders' Agreement, Shareholders Agreement (Central European Distribution Corp)
