Bank Approval. Each of the Transaction Documents to which the Bank is a party has been approved by the board of directors, the executive committee or the loan committee of the Bank and such approval is reflected in the minutes of the board of directors, executive committee or loan committee.
Bank Approval. Hanover's obligation to conclude the Settlement is specifically conditioned on obtaining any necessary approval from its banks or other lenders, which it shall seek in good faith.
Bank Approval. RIT shall have received all necessary consents or approvals of any financial institution under any credit facility or other financing agreement between such financial institution and RIT to the extent that the transactions contemplated by this Agreement require the consent or approval of such financial institution (the "Bank Approvals"); and
Bank Approval. The Company has obtained a notice form Bank Leumi of the exclusion of the Loan repayment from the Company’s subordination letter.
Bank Approval. Borrower shall have obtained the prior written consent of the Required Banks if (A) the Purchase Price for the acquisition is greater than Ten Million Dollars ($10,000,000) or (B) if after giving effect to such acquisition, the aggregate Purchase Price of all Permitted Acquisitions that have occurred (1) from September 30, 1998 through and including August 31, 1999, is greater than Ten Million Dollars ($10,000,000) and (2) at any time thereafter, during the twelve (12) month period then most recently ending, Thirty Million Dollars ($30,000,000). As used above, the phrase "Purchase Price" means, as of any date of determination and with respect to a proposed acquisition, the purchase price to be paid for the Target or its assets, including all cash consideration paid (whether classified as purchase price, noncompete, consulting or postclosing performance based payments or otherwise) or to be paid (based on the estimated amount thereof), the value of all other assets to be transferred by the purchaser in connection with such acquisition to the seller (but specifically excluding any stock of Borrower issued to the seller which shall not be part of the Purchase Price for purposes of this clause (ii)) all valued in accordance with the applicable purchase agreement and the outstanding principal amount of all Debt of the Target or the seller assumed or acquired in connection with such acquisition.
Bank Approval. Buyer shall have obtained approval of its lenders to consummate the transactions contemplated by this Agreement within five (5) business days of Seller's execution of this Agreement.
Bank Approval. Canadian Imperial Bank of Commerce and the lenders in ------------- its syndicate shall have approved the Transactions.
Bank Approval. EESI's lending institution shall have ------------ ------------- approved this Agreement and the purchase of the assets of Environmental Waste Systems, Inc.
Bank Approval. Approval of assumption of a $2,870,000 outstand- ing Line of Credit from First State Bank of Lonoke, by RMR shall have been obtained.
Bank Approval. Parent shall have obtained the prior written consent of the Required Banks if: (A) the Purchase Price for the acquisition is greater than Ten Million Dollars ($10,000,000); (B) after giving effect to such acquisition, the aggregate Purchase Price of all Permitted Acquisitions that have occurred during the four (4) consecutive Fiscal Quarters then most recently ending is greater than Twenty Five Million Dollars ($25,000,000); or (C) the ratio of Indebtedness outstanding as of the date of determination (which shall not be more than thirty (30) days prior to the acquisition date) to Adjusted EBITDA (as defined in Section 11.4) for the most recent four (4) Fiscal Quarter period then ended as of such date would exceed 2.05 to 1.00, calculated on a pro forma basis as if the acquisition had occurred as of the first day of such four (4) Fiscal Quarters and including in the ratio calculation any Debt incurred or assumed in connection therewith as if the Target were a “Prior Target” for purposes of Calculating Adjusted EBITDA; provided, however, no such prior written consent of the Required Banks shall be required in connection with the acquisition by HHC Poplar of Poplar Springs Hospital and certain other assets of PSH Acquisition Corporation. As used above, the phrase “Purchase Price” means, as of any date of determination and with respect to a proposed acquisition, the purchase price to be paid for the Target or its assets, including all cash consideration paid (whether classified as purchase price, non-compete, consulting or post-closing performance based payments or otherwise) or to be paid (based on the estimated amount thereof), the value of all other assets to be transferred by the purchaser in connection with such acquisition to the seller (but specifically excluding any stock of Parent issued to the seller which shall not be part of the Purchase Price for purposes of this clause (ii)) all valued in accordance with the applicable purchase agreement and the outstanding principal amount of all Debt of the Target or the seller assumed or acquired in connection with such acquisition.
