Closing Date Borrowing. The obligations of the Lenders to make the Tranche A Loans, Tranche B Loans and Tranche C Loans on the Closing Date are subject to each of the following conditions being satisfied on or prior to the Closing Date:
(a) the Effective Date shall have occurred;
(b) [reserved];
(c) (i) where the Acquisition proceeds by way of an Offer, the Offer Effective Date has occurred and the Borrower owns (or immediately after application of the proceeds of the initial Loan on the Closing Date, will own) no less than 80% of the Shares or (ii) where the Acquisition proceeds by way of an Arrangement, the Arrangement Effective Date has occurred and the Borrower owns (or immediately after application of the proceeds of the initial Loan on the Closing Date, will own) 100% of the Shares);
(d) the conditions applicable to the Acquisition contained in the relevant Arrangement Documents or, as the case may be, Offer Related Documents, have been satisfied or amended or waived in accordance with their terms and the terms of this Agreement or as otherwise agreed by the Joint Lead Arrangers, acting reasonably;
(e) the Certain Funds Representations shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on the Closing Date, both before and after giving effect to the funding of the Tranche A Loan, Tranche B Loan and Tranche C Loan on the Closing Date and no Certain Funds Event of Default shall have occurred and be continuing, both before and after giving effect to the funding of the Tranche A Loan, Tranche B Loan and Tranche C Loan on the Closing Date;
(f) [reserved];
(g) the Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder;
(h) as of the Closing Date, (i) no order, judgment or decree of any Governmental Authority shall purport to restrain any Lender from making the Loans to be made by it on the Closing Date, (ii) no injunction or other restraining order shall have been issued by a court of competent jurisdiction which purports to enjoin or otherwise prevent the making of Tranche A Loans, Tranche B Loans or Tranche C Loans or the consummation of the Acquisition and (iii) the making of the Tranche A Loan, the Tranche B Loan or the T...
Closing Date Borrowing. On or prior to the Closing Date:
(a) The Administrative Agent (or its counsel) shall have received from each of the Borrower, the Collateral Agent and the Lenders (i) a counterpart of this Agreement and the other Loan Documents to which such persons are a party signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent and the Lenders, (i) a written opinion of Ropes & Gxxx LLP, counsel to the Loan Parties and (ii) a written opinion of Vxxxxxx LLP, Maryland counsel to the Borrower, in each case, (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request.
(c) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying:
(i) that attached thereto is a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization,
(ii) that attached thereto is a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from the Secretary of State (or other similar official) of the jurisdiction of its organization,
(iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date,
(iv) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance ...
Closing Date Borrowing. The borrowing of the Second Lien Term Loan shall be made upon the Borrower's irrevocable written notice delivered to the Agent, which notice must be received by the Agent prior to 1:00 p.m. (New York time) on the Closing Date.
Closing Date Borrowing. The obligation of each Lender to make a Loan on the Closing Date is subject to the occurrence of the Effective Date and satisfaction (or waiver in accordance with Section 13.13) of the following conditions:
(a) The Administrative Agent shall have received a certificate from an Authorized Representative of the Borrower certifying as to the satisfaction of the conditions precedent set forth in Sections 7.1(b), 7.1(c), 7.1(d) and 7.1(e) hereof.
(b) The Apollo Acquisition shall be consummated substantially concurrently with the borrowing of Loans hereunder in accordance with the Apollo Acquisition Agreement, and the Apollo Acquisition Agreement shall not have been amended or modified by the Borrower, and no condition shall have been waived or consent granted by the Borrower, in any respect that is materially adverse to the Lenders or the Lead Arrangers without the Initial Lead Arrangers’ prior written consent, not to be unreasonably withheld or delayed (it being understood and agreed that (i) any decrease in the cash portion of the consideration for the Apollo Acquisition that is accompanied by a dollar-for-dollar reduction in commitments in respect of the Apollo Bridge Facility (to the extent such commitments are then outstanding), (ii) any decrease in non-cash portion of the consideration for the Apollo Acquisition and (iii) any increase in cash portion of the consideration for the Apollo Acquisition that (x) is funded with the proceeds of an equity issuance or (y) that together with any other such increases (other than increases permitted by the preceding clause (x)) since September 12, 2023 which does not exceed 5% of the purchase price, in each case shall be deemed not to be materially adverse to the Lenders).
(c) The Apollo Acquisition Agreement Representations and the Apollo Specified Representations shall be true and correct in all material respects on and as of the Closing Date, except to the extent the same expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein).
(d) No Default or Event of Default under Section 9.1(a), 9.1(j) (with respect to the Borrower only) or 9.1(k) (with respect to the Borrower only) has occurred and is continuing or w...
Closing Date Borrowing. The obligations of the Lenders to make the Loans on the Closing Date are subject to each of the following conditions being satisfied on or prior to the Closing Date:
(a) the Effective Date shall have occurred;
(b) the Arrangers shall have received a reasonably detailed written funds flow in the form previously provided by the Arrangers, specifying the flows of funds from the Administrative Agent, to the Swap Bank and to the Receiving Agent in connection with the settlement of the Shares;
(c) the Offer Effective Date has occurred and the Borrower owns (or immediately after application of the proceeds of the Loans on or within two Business Days of the Closing Date, will own) no less than 90% of the Shares; provided that if the Closing Date shall occur one or more Business Days prior to the Borrower obtaining such ownership, the proceeds of the Loan shall be (i) deposited with a Swap Bank for purposes of converting the funds from Dollars to Swedish kronor (SEK) and (ii) subsequently deposited with a Receiving Agent reasonably satisfactory to the Arrangers (such consent not to be unreasonably withheld, conditioned or delayed);
(d) the conditions applicable to the Acquisition contained in the relevant Offer Related Documents have been satisfied or amended or waived in accordance with their terms and the terms of this Agreement or as otherwise agreed by the Arrangers, acting reasonably;
(e) the Certain Funds Representations shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on the Closing Date, both before and after giving effect to the funding of the Loans on the Closing Date and no Certain Funds Event of Default shall have occurred and be continuing, both before and after giving effect to the funding of the Loans on the Closing Date;
(f) either (i) each of the Contemplated Amendments shall have become effective or (ii) substantially concurrently with the Closing Date, the proceeds of the Tranche B Loans shall be used to repay in full all outstanding loans in respect of the credit facilities in respect of which the Contemplated Amendments shall not have become effective;
(g) the Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or pai...
Closing Date Borrowing
