Availability of Funds; Financing. (a) Parent has delivered to the Company true and complete fully executed copies of the Term Facilities Agreement, dated as of October 2, 2010, between Parent and BNP Paribas, X.X. Xxxxxx PLC and Société Générale Corporate & Investment Banking, including all exhibits, schedules, annexes and amendments to such in effect as of the date of this Agreement (the “Facilities Agreement”), pursuant to which and subject to the terms and conditions thereof each of the parties thereto (other than Parent) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Facilities Agreement. The Facilities Agreement has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained in the Facilities Agreement have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. As of the date of this Agreement, the Facilities Agreement is in full force and effect and constitutes the legal, valid and binding obligation of each of Parent and, to the knowledge of Parent, the other parties thereto. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Facilities Agreement in the form so delivered to the Company. Subject to the terms and conditions of the Facilities Agreement, the net proceeds contemplated from the Financing, together with other financial resources of Parent and Purchaser, including cash on hand, will, in the aggregate, through the expiration of the Offer and at the Acceptance Time, Effective Time and the Closing, be sufficient to pay all amounts to be paid by Parent and Purchaser in connection with this Agreement and to consummate the transactions contemplated hereby, including amounts necessary to accept for payment and pay for any Shares pursuant to the Offer, to pay any amounts required to be paid pursuant to ARTICLE III, to consummate the Merger, to pay Parent and Purchaser’s costs and expenses, and to pay any debt required to be repaid in connection with the Merger, and there is no restriction on the use of such cash for such purpose.
Availability of Funds; Financing. Buyer has, and shall have at all times through the Closing, sufficient cash, available lines of credit or immediately available funds necessary to pay the Estimated Cash Purchase Price and perform its other obligations hereunder and to pay all of its fees and expenses incurred in connection with the transactions contemplated hereby. Buyer affirms that it is not a condition to the Closing or to any of its other obligations under this Agreement that Buyer obtain financing for or related to any of the transactions contemplated hereby.
Availability of Funds; Financing. (a) As of the Closing Date and subject to the consummation of the Purchaser Financing (as defined below), Purchaser will have available all funds necessary to (i) pay the Purchase Price, (ii) consummate the other transactions contemplated by the Financing Commitment, (iii) pay any and all fees and expenses in connection with the transactions contemplated by this Agreement and the Transition Services Agreement and the Purchaser Financing (as defined below) and (iv) satisfy all of its other payment obligations payable hereunder. Purchaser’s obligations under this Agreement are not subject to any condition regarding Purchaser’s ability to obtain or maintain financing for the consummation of the transactions contemplated by this Agreement and the Transition Services Agreement.
Availability of Funds; Financing. (a) Buyer shall comply with its obligations under the Debt Commitment Letters and use its reasonable best efforts to (i) arrange and obtain the Financing on the terms and conditions described in the Financing Commitments, (ii) negotiate and finalize definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments, which agreements shall be in effect as promptly as practicable after the date hereof, but in no event later than the Closing, (iii) satisfy on a timely basis all conditions applicable to Buyer in such definitive agreements that are within its control, (iv) consummate the Financing no later than the Closing, and (v) enforce its rights under the Financing Commitments. In the event all or any portion of the debt financing under the Debt Commitment Letters becomes unavailable on the terms and conditions contemplated therein, Buyer shall use its reasonable best efforts to arrange to obtain any such financing from alternative sources on terms not materially less favorable in the aggregate to Buyer as promptly as practicable following the occurrence of such event (the “Alternative Financing”), including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to this Section 5.6(a) being referred to as the “Financing Agreements”). In furtherance of the provisions of this Section 5.6(a), one or more Debt Commitment Letters may be amended, restated, supplemented or otherwise modified or superseded to add one or more lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Commitment Letters as of the date hereof, to increase the amount of indebtedness or otherwise replace one or more facilities with one or more new facilities or modify one or more facilities to replace or otherwise modify the Debt Commitment Letters, or otherwise in manner not less beneficial in the aggregate to Buyer (as determined in the reasonable judgment of Buyer) (the “New Debt Financing Commitments”), provided that the New Debt Financing Commitments shall not (i) adversely amend the conditions to the Debt Financing set forth in the Debt Commitment Letters, in any material respect, (ii) reasonably be expected to delay or prevent the Closing; or (iii) reduce the aggregate amount of available Debt Financing (unless, in the case of this clause (iii), replaced with an amount of new equity financing on terms no less favorable in any material r...
Availability of Funds; Financing. (a) Assuming that the Financing is funded and the accuracy of the representations and warranties set forth in Section 5.2 and the performance by the Company of its obligations under Section 7.2(a)(i), the proceeds contemplated to be provided by the Financing Commitments are sufficient to make the payments for the aggregate Merger Consideration, Option Consideration and RSU Consideration contemplated by this Agreement, plus all associated costs and expenses as well as any repayments of Indebtedness of the Company and its Subsidiaries contemplated by this Agreement or the Financing Commitments.
Availability of Funds; Financing. (a) Assuming (i) the Debt Financing is funded in accordance with the Debt Commitment Letter and (ii) the accuracy of the representations and warranties set forth in Section 3.03 and compliance in all material respects with Section 5.01(b)(ii) and Section 5.01(b)(iv), Parent will have available to it at the Closing sufficient unrestricted cash or other sources of immediately available funds in U.S. dollars to consummate the transactions contemplated hereby, including the Merger, and to enable Parent to satisfy all of its obligations under this Agreement, including the payment of the Merger Consideration.
Availability of Funds; Financing. (a) Subject to the satisfaction of the condition set forth in Section 10.02(d), Purchaser has, and will have at the Closing, cash in an aggregate amount sufficient for Purchaser to pay the Closing Date Cash Payment.
Availability of Funds; Financing. (i) Buyer will have, as of the Closing, sufficient funds to consummate the transactions contemplated by this Agreement.
Availability of Funds; Financing. (a) Assuming the funding of the Debt Financing, the Purchaser has sufficient cash available to enable it to pay the full Closing Purchase Price and to make the other payments earned, due and payable in connection with the Contemplated Transactions required to be paid by the Purchaser under this Agreement, in each case, at the Closing hereunder, and to make any payments required to be paid by the Purchaser resulting from the Post-Closing Adjustment in accordance with Section 2.5
Availability of Funds; Financing. (a) The Debt Financing Commitments provide Purchaser with financial commitments that, when funded at Closing, together with cash held by the Purchaser, provide it with sufficient funds to pay the Closing Day Payment, to provide the funds required to be provided by Purchaser pursuant to Section 5.7(a) and to pay any other amounts required to be paid by it in connection with the consummation of the transactions contemplated by this Agreement, including all related fees and expenses.
