Common use of Closing Date Acquisition Clause in Contracts

Closing Date Acquisition. The Closing Date Acquisition shall be consummated pursuant to the Closing Date Acquisition Agreement, substantially concurrently with the initial funding of the Facilities, and no provision of the Closing Date Acquisition Agreement shall have been amended or waived, and no consent or direction shall have been given thereunder, in any manner materially adverse to the interests of the Lenders (in their capacities as such) without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that (i) any amendment to the definition of “Material Adverse Effect” in the Closing Date Acquisition Agreement shall be deemed to be materially adverse to the interests of the Lenders (in their capacities as such); provided that in each case the Arrangers shall be deemed to have consented to such amendment unless they shall object thereto within three Business Days of receipt of written notice of such amendment, (ii) any of the following decreases in the Final Aggregate Purchase Price (as defined in the Closing Date Acquisition Agreement as in effect on the Closing Date Acquisition Signing Date) shall be deemed not to be materially adverse to the interests of the Lenders (in their capacities as such): (x) decreases pursuant to any purchase price or similar adjustment provisions set forth in the Closing Date Acquisition Agreement as of the Closing Date Acquisition Signing Date, and (y) decreases of less than 15.0% in the aggregate; provided that, with respect to this clause (y), the aggregate amount of the Term B Facility shall be reduced on a dollar-for-dollar basis by the amount of such decrease, and (iii) any increase in the consideration for the Closing Date Acquisition shall be deemed not to be materially adverse to the interests of the Lenders (in their capacities as such) so long as funded with common equity proceeds or proceeds of preferred equity that does not constitute Disqualified Capital Stock or the Permitted Closing Date Use of Proceeds or cash on hand.

Closing Date Acquisition. The Closing Date Acquisition shall be consummated pursuant to the Closing Date Acquisition Agreementhas been, or substantially concurrently with the initial funding of the Facilitiesborrowing under this Loan Agreement, and no provision of shall be, consummated in accordance with the Closing Date Acquisition Agreement shall have been amended in all material respects, without waiver or waived, and no consent or direction shall have been given thereunder, amendment thereof by Spark that is adverse in any manner materially adverse material respect to the interests Lenders without the consent of the Lenders (in their capacities as such) without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed) (it being understood that (w) any increase in the purchase price shall not be deemed materially adverse to the interests of the Lenders so long as (i) any such increase is funded solely by the proceeds of new cash equity contributions (in the form of (1) common equity or (2) “qualified preferred” equity or other equity, in each case of this clause (2), which is reasonably acceptable to the Lenders, or (ii) any such increase results from the calculation of the purchase price payable on the Closing Date and any post-closing adjustments to the Closing Date purchase price, in each case, pursuant to the express provisions of the draft of the Closing Date Acquisition Agreement referred to above), (x) any amendment to the definition of “Material Adverse Effect” in the Closing Date Acquisition Agreement shall be is deemed to be materially adverse in a material respect to the interests of the Lenders (in their capacities as such); provided that in each case the Arrangers shall be deemed to have consented to such amendment unless they shall object thereto within three Business Days of receipt of written notice of such amendmentLenders, (iiy) any a reduction of the following decreases greater than 15% in the Final Aggregate Purchase Price (as defined in consideration payable under the Closing Date Acquisition Agreement as in effect (other than the calculation of the purchase price payable on the Closing Date Acquisition Signing Date) shall be deemed not to be materially adverse and any post-closing adjustments to the interests Closing Date purchase price, in each case, pursuant to the express provisions of the Lenders (in their capacities as such): (x) decreases pursuant to any purchase price or similar adjustment provisions set forth in draft of the Closing Date Acquisition Agreement as referred to above) is deemed to be adverse in a material respect to the Lenders and (z) any decrease in the consideration payable under the Closing Date Acquisition Agreement (other than the calculation of the purchase price payable on the Closing Date and any post-closing adjustments to the Closing Date purchase price, in each case, pursuant to the express 83 provisions of the draft of the Closing Date Acquisition Signing Date, and (yAgreement referred to above) decreases of less than 15.0% in the aggregate; provided that, with respect to this clause (y), the aggregate amount of the Term B Facility shall be reduced applied to reduce the Commitments (on a dollar-for-dollar basis pro rata basis, or as otherwise determined by the amount of such decrease, and (iii) any increase in the consideration for the Closing Date Acquisition shall be deemed not to be materially adverse to the interests of the Lenders (in their capacities as such) so long as funded with common equity proceeds or proceeds of preferred equity that does not constitute Disqualified Capital Stock or the Permitted Closing Date Use of Proceeds or cash on handLenders)).

Closing Date Acquisition. The Closing Date Acquisition shall be consummated pursuant to the Closing Date Acquisition Agreement, substantially Substantially concurrently with the initial funding of the FacilitiesLoans, the Closing Date Acquisition shall have been consummated in accordance with the terms and no provision conditions of the Closing Date Acquisition Agreement shall have been amended or waivedDocuments without any waiver, and no amendment, supplement, consent or direction shall have been given thereunder, in any manner other modification that is materially adverse to the interests of the Lenders or the Lead Arrangers unless the Lead Arrangers shall have consented thereto; provided that (A) any decrease in their capacities as such) without the prior written consent purchase price shall not be deemed to be materially adverse to the interests of the Lenders or the Lead Arrangers (if such consent not decrease is less than 10.0% thereof or, to the extent such decrease is 10.0% or more of the purchase price, such excess shall be allocated to a pro rata reduction in the Equity Contribution, any amounts to be unreasonably withheldfunded hereunder in respect of the Term Loans and any amounts to be funded under the Second Lien Term Facility, delayed or conditioned) on a dollar-for-dollar basis and (it being understood that (iB) any amendment increase in the purchase price shall not be deemed to be materially adverse to the Lenders or the Lead Arrangers if such increase is funded solely by an increase in the Equity Contribution; provided further, (1) any change in the definition of “Material Adverse Effect” in the Closing Date Acquisition Agreement shall be deemed to be materially adverse to the interests of the Lenders and the Lead Arrangers and (in their capacities as such); provided that in each case the Arrangers shall be deemed to have consented to such amendment unless they shall object thereto within three Business Days of receipt of written notice of such amendment, (ii2) any of the following decreases in the Final Aggregate Purchase Price purchase price adjustment (as defined in including any working capital adjustment) expressly contemplated by the Closing Date Acquisition Agreement (as originally in effect on the Closing Date Acquisition Signing Dateeffect) shall not be deemed not to be materially adverse to the interests of the Lenders (in their capacities as such): (x) decreases pursuant to any purchase price considered an amendment, waiver, supplement, consent or similar adjustment provisions set forth in the Closing Date Acquisition Agreement as other modification of the Closing Date Acquisition Signing Date, and (y) decreases of less than 15.0% in the aggregate; provided that, with respect to this clause (y), the aggregate amount of the Term B Facility shall be reduced on a dollar-for-dollar basis by the amount of such decrease, and (iii) any increase in the consideration for the Closing Date Acquisition shall be deemed not to be materially adverse to the interests of the Lenders (in their capacities as such) so long as funded with common equity proceeds or proceeds of preferred equity that does not constitute Disqualified Capital Stock or the Permitted Closing Date Use of Proceeds or cash on handAgreement.

Closing Date Acquisition. The Closing Date Acquisition Loan Parties and their Subsidiaries shall be consummated pursuant to have completed (or concurrently with the initial credit extension hereunder will complete) the Closing Date Acquisition Agreement, substantially concurrently in accordance with the initial funding of the Facilities, and no provision terms of the Closing Date Acquisition Agreement shall have been amended Documents, without any amendment thereto or waived, and no consent or direction shall have been given waiver thereunder, in each case in any manner materially adverse in any material respect to the interest of the Agent, Lenders and the Lead Arrangers in their respective capacities as such without the consent of Agent (provided, that, any (A) decrease in the purchase price in the Closing Date Acquisition Agreement of five (5%) percent or more of the total Closing Date Acquisition consideration paid shall be deemed to be adverse to the interests interest of the Agent, Lenders and the Lead Arrangers in a material respect, (B) any decrease in their capacities as suchthe purchase price in the Closing Date Acquisition Agreement of less than five (5%) without the prior written consent percent of the Arrangers (such consent total Closing Date Acquisition consideration paid shall be deemed not to be unreasonably withheldadverse to the interest of the Agent, delayed or conditionedLenders and the Lead Arrangers in a material respect so long as such decrease is allocated to reduce the maximum amount permitted to drawn hereunder and the amount of the Second Lien Notes on the Closing Date, (C) (it being understood that (i) any amendment change to the definition of “Company Material Adverse Effect” set forth in the Closing Date Acquisition Agreement or any similar definition shall be deemed to be adverse to the interest of the Agent, Lenders and the Lead Arrangers in a material respect and (D) any modifications to any of the provisions relating to the Agent’s, the Lead Arrangers’ or any Lender’s liability, jurisdiction or status as a third party beneficiary under the Closing Date Acquisition Agreement shall be deemed to be materially adverse to the interests interest of the Agent, Lenders (and the Lead Arrangers in their capacities as sucha material respect); provided that in each case the Arrangers . Agent shall be deemed to have consented to such amendment unless they shall object thereto within three Business Days of receipt of written notice of such amendment, (ii) any of the following decreases in the Final Aggregate Purchase Price (as defined in the Closing Date Acquisition Agreement as in effect on the Closing Date Acquisition Signing Date) shall be deemed not to be materially adverse to the interests of the Lenders (in their capacities as such): (x) decreases pursuant to any purchase price or similar adjustment provisions set forth in the Closing Date Acquisition Agreement as received copies of the Closing Date Acquisition Signing Date, Documents (including a consent to the collateral assignment of rights and (y) decreases of less than 15.0% in indemnities under the aggregate; provided that, with respect to this clause (y), the aggregate amount of the Term B Facility shall be reduced on a dollar-for-dollar basis by the amount of such decrease, and (iii) any increase in the consideration for the appropriate Closing Date Acquisition shall be deemed not to be materially adverse to 128 Documents in favor of Agent, for the interests benefit of the Lenders Lenders) certified by Administrative Borrower’s secretary or an assistant secretary (or similar officer) as being in their capacities as such) so long as funded with common equity proceeds or proceeds of preferred equity that does not constitute Disqualified Capital Stock or the Permitted Closing Date Use of Proceeds or cash on hand.true, accurate and complete;

Closing Date Acquisition. The Administrative Agent and the Arrangers shall have received a true and correct fully-executed copy of the Closing Date Acquisition Agreement (including all exhibits thereto and all schedules delivered in connection therewith). The Closing Date Acquisition shall have been consummated, or substantially simultaneously with the funding of the Loans on the Closing Date shall be consummated pursuant to consummated, in each case in accordance with the terms of the Closing Date Acquisition Agreement, substantially concurrently after giving effect to any modifications, amendments, consents or waivers with the initial funding of the Facilitiesrespect thereto, and no provision of the Closing Date Acquisition Agreement shall have been amended other than those modifications, amendments, consents or waived, and no consent or direction shall have been given thereunder, in any manner waivers that are materially adverse to the interests of the Lenders (in their capacities as such) without Lenders, the prior written consent of Administrative Agent and the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood Arrangers; provided that (i) any amendment to the definition of “Material Adverse Effect” and any amendment to the “Xerox” provisions or the governing law provisions in the Closing Date Acquisition Agreement shall shall, in each case, be deemed to be materially material and adverse to the interests of the Lenders (in their capacities as such); provided that in each case Lenders, the Administrative Agent and the Arrangers and shall require the consent of the Lenders, the Administrative Agent and the Arrangers (not to be deemed to have consented to such amendment unless they shall object thereto within three Business Days of receipt of written notice of such amendmentunreasonably withheld or delayed), (ii) any reduction to the purchase price in respect of the following decreases in the Final Aggregate Purchase Price (as defined in the Closing Date Acquisition Agreement as in effect on the Closing Date Acquisition Signing Date) shall be deemed not to be materially material and adverse to the interests of the Lenders Lenders, the Administrative Agent and the Arrangers unless such reduction is applied to reduce the Aggregate Commitments hereunder dollar for dollar in accordance with Section 2.06, (iii) any increase in their capacities as such): the purchase price in respect of the Closing Date Acquisition shall not be deemed to be material and adverse to the interests of the Lenders, the Administrative Agent and the Arrangers unless any portion of such increase is funded with Indebtedness, and (xiv) decreases any increase or decrease in the purchase price in respect of the Closing Date Acquisition pursuant to any purchase price or similar adjustment provisions set forth in the Closing Date Acquisition Agreement (as of in effect on July 24, 2022) shall not constitute a modification, amendment, consent or waiver to the Closing Date Acquisition Signing Date, and (y) decreases of less than 15.0% in the aggregate; provided that, with respect to this clause (y), the aggregate amount of the Term B Facility shall be reduced on a dollar-for-dollar basis by the amount of such decrease, and (iii) any increase in the consideration for the Closing Date Acquisition shall be deemed not to be materially adverse to the interests of the Lenders (in their capacities as such) so long as funded with common equity proceeds or proceeds of preferred equity that does not constitute Disqualified Capital Stock or the Permitted Closing Date Use of Proceeds or cash on handAgreement.

Closing Date Acquisition. The Closing Date Acquisition shall be consummated pursuant to the Closing Date Acquisition Agreementhas been, or substantially concurrently with the initial funding of the Facilitiesborrowing under this Loan Agreement, and no provision of shall be, consummated in accordance with the Closing Date Acquisition Agreement shall have been amended in all material respects, without waiver or waived, and no consent or direction shall have been given thereunder, amendment thereof by Spark that is adverse in any manner materially adverse material respect to the interests Lenders without the consent of the Lenders (in their capacities as such) without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed) (it being understood that (w) any increase in the purchase price shall not be deemed materially adverse to the interests of the Lenders so long as (i) any such increase is funded solely by the proceeds of new cash equity contributions (in the form of (1) common equity or (2) “qualified preferred” equity or other equity, in each case of this clause (2), which is reasonably acceptable to the Lenders, or (ii) any such increase results from the calculation of the purchase price payable on the Closing Date and any post-closing adjustments to the Closing Date purchase price, in each case, pursuant to the express provisions of the draft of the Closing Date Acquisition Agreement referred to above), (x) any amendment to the definition of “Material Adverse Effect” in the Closing Date Acquisition Agreement shall be is deemed to be materially adverse in a material respect to the interests of the Lenders (in their capacities as such); provided that in each case the Arrangers shall be deemed to have consented to such amendment unless they shall object thereto within three Business Days of receipt of written notice of such amendmentLenders, (iiy) any a reduction of the following decreases greater than 15% in the Final Aggregate Purchase Price (as defined in consideration payable under the Closing Date Acquisition Agreement as in effect (other than the calculation of the purchase price payable on the Closing Date Acquisition Signing Date) shall be deemed not to be materially adverse and any post-closing adjustments to the interests Closing Date purchase price, in each case, pursuant to the express provisions of the Lenders (in their capacities as such): (x) decreases pursuant to any purchase price or similar adjustment provisions set forth in draft of the Closing Date Acquisition Agreement as referred to above) is deemed to be adverse in a material respect to the Lenders and (z) any decrease in the consideration payable under the Closing Date Acquisition Agreement (other than the calculation of the purchase price payable on the Closing Date and any post-closing adjustments to the Closing Date purchase price, in each case, pursuant to the express provisions of the draft of the Closing Date Acquisition Signing Date, and (yAgreement referred to above) decreases of less than 15.0% in the aggregate; provided that, with respect to this clause (y), the aggregate amount of the Term B Facility shall be reduced applied to reduce the Commitments (on a dollar-for-dollar basis pro rata basis, or as otherwise determined by the amount of such decrease, and (iii) any increase in the consideration for the Closing Date Acquisition shall be deemed not to be materially adverse to the interests of the Lenders (in their capacities as such) so long as funded with common equity proceeds or proceeds of preferred equity that does not constitute Disqualified Capital Stock or the Permitted Closing Date Use of Proceeds or cash on handLenders)).

Closing Date Acquisition. The Closing Date Acquisition shall be consummated pursuant to the Closing Date Acquisition Agreement, substantially concurrently with the initial funding of the Facilities, and no provision of the Closing Date Acquisition Agreement shall not have been altered, amended or waived, and no consent otherwise changed or direction shall have been given thereunder, supplemented or any provision waived or consented to in any a manner that is materially adverse to the interests of Lenders or the Lenders Arrangers (in their capacities as such) without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (Arrangers; it being understood and agreed that (i) any amendment to the definition of “Material Adverse Effect” decrease in the Closing Date Acquisition Agreement purchase price of less than 10% shall be deemed to not be materially adverse to the interests of the Lenders (in their capacities as such); provided that in each case or the Arrangers shall be deemed so long as such decrease is allocated to have consented to such amendment unless they shall object thereto within three Business Days reduce the principal amount of receipt of written notice of such amendmentthe Facilities on a dollar-for-dollar basis, (ii) any of the following decreases increase in the Final Aggregate Purchase Price (as defined in the Closing Date Acquisition Agreement as in effect on the Closing Date Acquisition Signing Date) purchase price of less than 10% shall be deemed not to be materially adverse to the interests of the Lenders (in their capacities as such): (x) decreases pursuant to any purchase price or similar adjustment provisions set forth in the Closing Date Acquisition Agreement as of the Closing Date Acquisition Signing DateArrangers, and (y) decreases of less than 15.0% in the aggregate; provided that, with respect to this clause (y), the aggregate amount of the Term B Facility shall be reduced on a dollar-for-dollar basis by the amount of such decrease, and (iii) any increase in the consideration for the Closing Date Acquisition purchase price of 10% or more (but in no event more than 20%) shall be deemed not to be materially adverse to the interests of the Lenders (in their capacities as such) or the Arrangers so long as such increase is funded with by the issuance of common stock in the Borrower or other equity proceeds securities of the Borrower (provided the terms of such other equity securities are reasonably satisfactory to the Arrangers), (iv) any decrease in the purchase price of 10% or proceeds more shall be materially adverse to the interests of preferred equity that does not constitute Disqualified Capital Stock the Lenders or the Permitted Arrangers regardless of how such decrease is applied, and (v) any amendment, modification, waiver or consent that results in a change to the definition of the term “Company Material Adverse Effect” (as defined in the Closing Date Use Acquisition Agreement) shall be materially adverse to the interests of Proceeds the Lenders or cash Arrangers. The Closing Date Acquisition shall have been, or concurrently with the funding of the Loans on handthe Closing Date shall be, consummated in accordance with the terms of the Closing Date Acquisition Agreement, as such terms may be altered, amended or otherwise changed, supplemented, waived or consented to in accordance with the immediately preceding sentence.

Closing Date Acquisition. The All conditions precedent to the Closing Date Acquisition, other than the funding of the Loans, shall have been satisfied, and the Closing Date Acquisition shall be consummated pursuant to the Closing Date Acquisition Agreement, substantially (or shall be consummated concurrently with the initial funding of the Facilities, and no provision Loans on the Closing Date) in accordance in all material respects with the terms of the Closing Date Acquisition Agreement shall have been amended or waivedBCA, and no consent or direction shall have been given thereunder, in any manner except for waivers of conditions that are not materially adverse to the interests of Administrative Agent or the Lenders (in their capacities as such) Lenders, without the prior written consent of the Arrangers Administrative Agent and Truist Securities (such consent not to be unreasonably withheld, delayed or conditioned) (); provided that it being understood that (i) any amendment modifications to any of the provisions relating to the Administrative Agent’s, Truist Securities’ or any Lender’s liability, jurisdiction or status as a third party beneficiary under the BCA, (ii) any changes to the definition of “Material Adverse Effect” Effect (as defined in the Closing Date Acquisition Agreement BCA), or (iii) any action taken by the Acquiror at the request of the Borrower that would constitute an exception to Material Adverse Effect (as defined in the BCA), in each case, shall be deemed to be materially adverse to the interests of the Lenders (in their capacities as such); provided that in each case and will require the Arrangers shall be deemed to have consented to such amendment unless they shall object thereto within three Business Days of receipt of prior written notice of such amendment, (ii) any consent of the following decreases Administrative Agent and Truist Securities; provided, further, that any increase or decrease in the Final Aggregate Purchase Price amount or value of the Closing Company Units (as defined in the Closing Date Acquisition Agreement BCA) held by the Selling Member (as in effect on defined and pursuant to the Closing Date Acquisition Signing DateBCA) shall not be deemed not to be materially adverse to the interests of the Lenders (in their capacities as such): (x) decreases pursuant to any purchase price Administrative Agent or similar adjustment provisions set forth in Lenders. The Administrative Agent and Truist Securities shall have received certified copies of the BCA and all other material Closing Date Acquisition Agreement as of the Closing Date Acquisition Signing DateDocuments, each in form and (y) decreases of less than 15.0% in the aggregate; provided that, with respect to this clause (y), the aggregate amount of the Term B Facility shall be reduced on a dollar-for-dollar basis by the amount of such decrease, and (iii) any increase in the consideration for the Closing Date Acquisition shall be deemed not to be materially adverse substance satisfactory to the interests of the Lenders (in their capacities as such) so long as funded with common equity proceeds or proceeds of preferred equity that does not constitute Disqualified Capital Stock or the Permitted Closing Date Use of Proceeds or cash on handAdministrative Agent and Truist Securities.

Closing Date Acquisition. The Closing Date Acquisition Agreement shall be in full force and effect. The Closing Date Acquisition shall have been consummated, or substantially ​ ​ concurrently with the funding of the Term A Loans on the Closing Date shall be consummated pursuant to consummated, in all material respects in accordance with the terms of the Closing Date Acquisition Agreement, substantially concurrently with without giving effect to any modifications or amendments thereto (which, for the initial funding avoidance of the Facilitiesdoubt, and no provision of shall include any Schedule Supplement (as defined in the Closing Date Acquisition Agreement shall have been amended (as in effect on January 11, 2021))) or waived, consents or waivers thereto or thereunder by the Borrower or any of its Affiliates that are material and no consent or direction shall have been given thereunder, in any manner materially adverse to the interests of the Lenders (in their respective capacities as such) or the Arrangers (in their respective capacities as such) without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (); provided, that, it being is understood that and agreed that: (i) any amendment to reduction of the definition of “Material Adverse Effect” purchase price in connection with the Closing Date Acquisition Agreement shall not be deemed to be materially material and adverse to the interests of the Lenders (in their capacities as such); provided that in each case and the Arrangers if such reduction of the purchase price shall be deemed allocated to have consented to such amendment unless they shall object thereto within three Business Days a reduction in the amount of receipt of written notice of such amendment, the Term A Facility; (ii) any increase of the following decreases purchase price in the Final Aggregate Purchase Price (as defined in connection with the Closing Date Acquisition Agreement as in effect on the Closing Date Acquisition Signing Date) shall not be deemed not to be materially material and adverse to the interests of the Lenders (in their capacities as such): (x) decreases pursuant to any and the Arrangers if such increase of the purchase price or similar adjustment provisions set forth in is (A) funded with cash on the Closing Date Acquisition Agreement as balance sheet of the Borrower and/or is satisfied by increasing the amount of the Closing Date Acquisition Signing DateEquity Contribution, and (yB) decreases of less than 15.0% in the aggregate; provided that, with respect to this clause (y), the an aggregate amount not in excess of the Term B Facility shall be reduced on a dollar-for-dollar basis by the amount of such decrease, $100,000,000; and (iii) any increase in change to the consideration for the Closing Date Acquisition definition of “Company Material Adverse Effect” shall be deemed not to be materially material and adverse to the interests of Lenders and the Lenders (in their capacities as such) so long as funded with common equity proceeds or proceeds of preferred equity that does not constitute Disqualified Capital Stock or the Permitted Closing Date Use of Proceeds or cash on handArrangers.

Closing Date Acquisition. The Closing Date Acquisition Agreement shall be in full force and effect. The Closing Date Acquisition shall have been consummated, or substantially concurrently with the funding of the Term A Loans on the Closing Date shall be consummated pursuant to consummated, in all material respects in accordance with the terms of the Closing Date Acquisition Agreement, substantially concurrently with without giving effect to any modifications or amendments thereto (which, for the initial funding avoidance of the Facilitiesdoubt, and no provision of shall include any Schedule Supplement (as defined in the Closing Date Acquisition Agreement shall have been amended (as in effect on January 11, 2021))) or waived, consents or waivers thereto or thereunder by the Borrower or any of its Affiliates that are material and no consent or direction shall have been given thereunder, in any manner materially adverse to the interests of the Lenders (in their respective capacities as such) or the Arrangers (in their respective capacities as such) without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (); provided, ​ ​ ​ that, it being is understood that and agreed that: (i) any amendment to reduction of the definition of “Material Adverse Effect” purchase price in connection with the Closing Date Acquisition Agreement shall not be deemed to be materially material and adverse to the interests of the Lenders (in their capacities as such); provided that in each case and the Arrangers if such reduction of the purchase price shall be deemed allocated to have consented to such amendment unless they shall object thereto within three Business Days a reduction in the amount of receipt of written notice of such amendment, the Term A Facility; (ii) any increase of the following decreases purchase price in the Final Aggregate Purchase Price (as defined in connection with the Closing Date Acquisition Agreement as in effect on the Closing Date Acquisition Signing Date) shall not be deemed not to be materially material and adverse to the interests of the Lenders (in their capacities as such): (x) decreases pursuant to any and the Arrangers if such increase of the purchase price or similar adjustment provisions set forth in is (A) funded with cash on the Closing Date Acquisition Agreement as balance sheet of the Borrower and/or is satisfied by increasing the amount of the Closing Date Acquisition Signing DateEquity Contribution, and (yB) decreases of less than 15.0% in the aggregate; provided that, with respect to this clause (y), the an aggregate amount not in excess of the Term B Facility shall be reduced on a dollar-for-dollar basis by the amount of such decrease, $100,000,000; and (iii) any increase in change to the consideration for the Closing Date Acquisition definition of “Company Material Adverse Effect” shall be deemed not to be materially material and adverse to the interests of Lenders and the Lenders (in their capacities as such) so long as funded with common equity proceeds or proceeds of preferred equity that does not constitute Disqualified Capital Stock or the Permitted Closing Date Use of Proceeds or cash on handArrangers.