Acquisitions, Generally Sample Clauses

Acquisitions, Generally. In connection with any Permitted Acquisition made by the Parent, the Borrower or any Restricted Subsidiary during the term of this Agreement, the Borrower and the Parent shall and shall cause each Restricted Subsidiary to, (a) not less than ten Business Days prior to the proposed acquisition date, deliver to Administrative Agent a detailed written description of the proposed Permitted Acquisition in form reasonably acceptable to the Administrative Agent, and (b) prior to the consummation of the acquisition a statement certified by an Authorized Officer that (i) the proposed transaction complies with the definition of Permitted Acquisition set forth in Article I hereof and with the terms and conditions set forth in Section 8.05(b) hereof and/or, to the extent applicable, Section 8.05(d) hereof, and (ii) no Default or Event of Default exists prior to or after giving effect to any requested Advance or the consummation of such acquisition, or will exist upon consummation of the proposed acquisition and related borrowings and transactions, together with a Compliance Certificate computed after giving effect to such acquisition and borrowings.
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Acquisitions, Generally. In connection with any acquisition made by the Borrower during the term of this Agreement, the Borrower shall, in addition to the requirements set forth in Sections 4.04, 6.15 and 6.18 (to the extent applicable) hereof, with respect to individual Permitted Acquisitions in excess of $20,000,000 and any series of related Permitted Acquisitions which in the aggregate exceed $20,000,000, (a) deliver notice to Administrative Agent at such time prior to the proposed acquisition date as is reasonable under the circumstances, together with (or, the following may be delivered later than the notice (but still prior to the proposed acquisition), so long as such delivery is reasonable under the circumstances, and copies of agreements are delivered promptly upon execution of each such agreement: (i) a detailed description of the proposed Permitted Acquisition in form reasonably acceptable to the Administrative Agent, a description and location of all fee owned real property, all Towers and all other assets (together with all legal descriptions of all real property (fee owned) available at such time), (ii) the address of any office acquired, (iii) the most recent financial statements with respect to the acquired assets and/or Person, and to the extent available, the most recent audited financial statements, and (iv) a copy of the purchase agreement, schedules thereto and all related documentation (unless such schedules or documentation are to be delivered by the seller, in which case the Borrower shall deliver drafts and originals of such schedules and documentation promptly upon receipt by the Borrower if later than ten days prior to closing), and (b) prior to the consummation of the acquisition a statement certified by an Authorized Officer that (i) the proposed transaction complies with the definition of Permitted Acquisition set forth in Article I hereof, and (ii) no Default or Event of Default exists prior to or after giving effect to any requested Advance or the consummation of such acquisition, or will exist upon consummation of the proposed acquisition and related borrowings and transactions, together with a pro forma Compliance Certificate computed after giving effect to such acquisition and borrowings (A) for acquisitions having purchases prices in excess of $20,000,000 but less than $50,000,000, evidencing compliance with the terms of this Agreement for the lesser of two years after the consummation of the proposed acquisition or the remainder of the term of ...
Acquisitions, Generally. In connection with any Permitted Acquisition made by the Borrower during the term of this Agreement, the Borrower shall, (a) not less than ten Business Days prior to the proposed acquisition date, deliver to Administrative Lender a detailed written description of the proposed Permitted Acquisition in form reasonably acceptable to the Administrative Lender, and (b) prior to the consummation of the acquisition a statement certified by an Authorized Officer that (i) the proposed transaction complies with the definition of Permitted Acquisition set forth in Article I hereof and Section 8.05(b) hereof, and (ii) no Default or Event of Default exists prior to or after giving effect to any requested Advance or the consummation of such acquisition, or will exist upon consummation of the proposed acquisition and related borrowings and transactions, together with a Compliance Certificate computed after giving effect to such acquisition and borrowings.
Acquisitions, Generally. In connection with any Permitted Acquisition made by either Borrower or any of their Subsidiaries during the term of this Agreement, such Borrower shall or shall cause such Subsidiary to provide the Lenders with draft copies of such acquisition documents no less than 5 days prior to such closing together with such other documentation as may be reasonably be requested by the Lenders.

Related to Acquisitions, Generally

  • Acquisitions and Investments The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:

  • Fundamental Changes and Acquisitions Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person, except:

  • Mergers; Consolidations; Acquisitions Merge or consolidate, or permit any Subsidiary of Borrower to merge or consolidate, with any Person; nor acquire, nor permit any of its Subsidiaries to acquire, all or any substantial part of the Properties of any Person.

  • Liquidations, Mergers, Consolidations, Acquisitions Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that

  • Investments and Acquisitions The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:

  • Limitation on Acquisitions The Borrower shall not acquire any asset other than (a) by participating in the primary origination thereof, (b) in connection with the exercise of any remedies in relation to an asset already owned by the Borrower or (c) pursuant to the Sale Agreement.

  • Investments; Acquisitions Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock of any Person, or any division or line of business of any Person except:

  • Limitations on Mergers and Consolidations The Company shall not, in any transaction or series of transactions, consolidate with or merge into any Person, or sell, lease, convey, transfer or otherwise dispose of all or substantially all of its assets to any Person, unless:

  • Provisions in Case of Consolidation, Merger or Sale of Assets In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.01, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or merged with or into or which merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “Constituent Person”), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

  • Consolidation and Merger; Asset Acquisitions The Borrower will not consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all the assets of any other Person.

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