Conditions precedent to Certain Funds Utilisation Clause Samples

Conditions precedent to Certain Funds Utilisation. 1. Evidence that the Acceptance Date (as defined in the Acquisition Agreement) has occurred or will occur on or immediately after the first Certain Funds Utilisation. 2. In relation to the Acquisition, projections from the combined Group financial model substantially in the form already distributed. 3. A copy of the Acquisition Documents, including a post Acquisition group structure chart and a sources and uses statement in a form and substance satisfactory to the Arrangers, acting reasonably. 4. A copy of the shareholder circular to be sent by the Company to its shareholders (including, to the extent that the Acquisition is a Class 1 Acquisition (as defined in the Listing Rules of the Financial Services Authority), a copy of a resolution of the shareholders of the Company approving the terms of the Acquisition, a shareholders working capital statement issued for the purposes of the Acquisition, and a copy of the working capital report) and a copy of the press release announcing that the Company’s shareholders have passed the resolution(s) set out in such shareholder circular. 5. An executed copy of the Tender and Support Agreement. 6. An executed copy of the certificate from New River in respect of conditions 2(c), (d) and (e) as described in Annex 1 of the Acquisition Agreement. 7. A certificate of the Company (signed by a director or other authorised signatory) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Original Obligor to be exceeded. 8. Evidence that the Company has completed a rights issue or other equity issuance in an amount sufficient to raise gross proceeds of not less than £415,000,000. 1. An Accession Letter, duly executed by the Additional Obligor and the Parent Company. 2. A copy of the constitutional documents of the Additional Obligor. 3. If the Additional Obligor is a US Obligor, a copy of a good standing certificate (including verification of tax status) with respect to the Additional Obligor, issued as of a recent date by the Secretary of State or other appropriate official of the Additional Obligor’s jurisdiction of incorporation or organisation. 4. A copy of a resolution of the board of directors (or a duly appointed committee of the board of directors) of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the...