Capital Resources. Parent has, and will have available to it upon the consummation of the Merger, sufficient capital resources to pay the Merger Consideration and to consummate all of the transactions contemplated by this Agreement.
Capital Resources. As of the Closing, Parent will have funds that are sufficient to effect the Closing on the terms contemplated hereby.
Capital Resources. Parent has sufficient capital resources to pay the Total Consideration and to consummate all of the transactions contemplated by this Agreement and the Related Agreements.
Capital Resources. Parent has delivered to the Company true, correct and complete copies of the debt commitment letter dated as of the date of this Agreement from Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Credit Suisse AG, Xxxxxx Xxxxxxx Senior Funding, Inc. and UBS AG, Stamford Branch (as the same may be amended or replaced and including any executed commitment letter (or similar agreement) for Alternate Financing, in each case, pursuant to Sections 6.19(b) or 6.19(c), as applicable (the “Debt Commitment Letter”) pursuant to which, and subject to the terms and conditions thereof, the lenders party there to have committed to provide or cause to be provided debt financing as described therein (the “Debt Financing”) and the equity commitment letter dated as of the date of this Agreement from the Guarantor (the “Equity Commitment Letter,” and together with the Debt Commitment Letter, the “Commitment Letters”) pursuant to which the Guarantor has committed, subject to the terms and conditions thereof, to invest the amounts as described therein (the “Equity Financing” and together with the Debt Financing, the “Financing”). Each of the Commitment Letters is a legal, valid and binding obligation of the parties thereto in accordance with the terms and conditions thereof, subject to the Bankruptcy and Equity Exception. None of the Commitment Letters has been amended or modified prior to the date of this Agreement, and, as of the date hereof, the respective commitments contained in the Commitment Letters have not been withdrawn, terminated or rescinded in any respect. Assuming (i) the accuracy of the representation and warranties set forth in Article IV and (ii) the performance by the Company and its Subsidiaries of the covenants contained in this Agreement, in each case such that the conditions set forth in Section 7.2 would be satisfied, the aggregate net proceeds contemplated by the Commitment Letters will be sufficient for Parent and Merger Sub to consummate the Offer and the Merger in accordance with this Agreement and to pay all fees and expenses payable by them in connection with the Transactions (such amount, the “Required Amount”). The obligations of the financing sources to fund the commitments under the Commitment Letters are not subject to any conditions, side agreements or other arrangements or understandings (except for fee credit letters and engagement letters and a fee letter, a copy of which has been provided to the Company with only the...
Capital Resources. On or prior to the Closing Date, Parent will have sufficient cash to pay the Merger Consideration and any other amounts payable under Section 2.02.
Capital Resources. Parent and Merger Sub collectively will have at the Effective Time, sufficient cash and cash equivalents available to pay the aggregate Merger Consideration and Option Consideration and to perform their respective obligations under this Agreement.
Capital Resources. On or prior to the expiration of the Offer Parent and Merger Sub will have sufficient cash resources to pay for all shares of Company Common Stock validly tendered into and not withdrawn from the Offer and all associated costs and expenses. On or prior to the consummation of the Merger, Parent and Merger Sub will have sufficient cash resources to pay the Merger Consideration for all remaining shares of Company Common Stock and all associated costs and expenses. Parent has received and provided accurate and complete copies to the Company of commitment letters (collectively, the "Commitment Letters") from each of entities managed by Xxxxxxxxxx Capital Partners, LLC (collectively, "Xxxxxxxxxx") and Symphony Technology II-A, L.P. ("Symphony") dated as of the date of this Agreement pursuant to which Xxxxxxxxxx and Symphony have, severally and not jointly, committed, pursuant to the terms and subject to the conditions stated in the Commitment Letter of such Person, to provide the respective equity and debt capital amounts described in the Commitment Letter of such Person to Parent to be used by Parent to pay the cash portion of the Merger Consideration and the Offer Price. The Commitment Letters and other assets and rights of Parent are sufficient to provide the funds that are necessary to consummate the Offer, the Merger and the transactions contemplated hereby, and have been duly accepted by Parent and are in full force and effect. All fees required to be paid by Parent or Merger Sub on or prior to the date hereof in respect of the Commitment Letters have been paid by Parent or Merger Sub.
Capital Resources. Parent has, and prior to the expiration of the Offer Merger Sub will have, sufficient cash resources to pay for all shares of Company Common Stock validly tendered into and not withdrawn from the Offer and to pay the Merger Consideration and all associated costs and expenses.
Capital Resources. These activities include the capital investments necessary to carry out the transportation planning process.
