Conditions Precedent to Initial Funding. The obligations of the Lenders to extend Bridge Loans on the Initial Funding Date shall be subject to the fulfillment at or prior to the Initial Funding Date of each of the following conditions precedent:
(a) a copy of the Offer Document or, as the case may be, Scheme Circular dispatched to shareholders of the Target, in each case containing terms and conditions consistent in all material respects with those contemplated by the Press Release (and, in the case of an Offer, a condition such that the Offer may not be declared unconditional as to acceptances until Purchaser has received acceptances or contracted to acquire Target Shares such that following its acquisition of those Target Shares it will hold not less than 90% of the Target Shares (the “Acceptance Condition”)), together with any changes which are (i) required by the Takeover Panel, the Court, the City Code, or any other applicable law, regulation, court or regulatory body, (ii) not materially prejudicial to the interests of the Lenders under the Loan Documents (provided that in the case of an Offer, no change to the Acceptance Condition may be made pursuant to this clause (ii) and provided further that it is acknowledged and agreed that any amendment or change to the Target board recommendation envisaged by the Press Release (including the absence of any such recommendation in the Offer Document or, as the case may be, Scheme Document, in each case, to the extent that the directors of the Target consider that to make such a recommendation would breach their fiduciary duties) shall not be materially prejudicial to the interests of the Lenders under the Agreement), (iii) not materially adverse to the Lenders without the consent of the Lead Arrangers (not to be unreasonably withheld), (iv) (subject to the requirements of the Takeover Panel and the City Code) to extend the period in which holders of the Target Shares may accept the terms of the Offer or, as the case may be, the Scheme, or (v) permitted under paragraph (a) of Schedule 1.1(b);
(b) Administrative Agent shall have received a funds flow memorandum describing the anticipated flow of funds, including payment of all fees due and payable in accordance with the Syndication & Fee Letter, in an aggregate amount of not less than the amount necessary to acquire any Target Shares;
(c) Administrative Agent shall have received a certificate in substantially in the form of Exhibit 5.2(c) certifying that:
(i) (A) in the case of an Offer, the Offer has...
Conditions Precedent to Initial Funding. The obligation of CIT to make the initial loans and to assist the Companies in obtaining initial Letters of Credit hereunder, immediately prior to or concurrently with the making of such loans or the issuance of such Letters of Credit, is subject to the satisfaction or waiver in writing by CIT of the following conditions precedent:
Conditions Precedent to Initial Funding. The obligation of the Agent and the Lenders to make Revolving Loans on the Closing Date and to assist the Companies in obtaining Letters of Credit, Bankers Acceptances, Steamship Guarantees and Airway Releases hereunder, immediately prior to or concurrently with the making of such loans or the issuance of such Letters of Credit, Bankers Acceptances, Steamship Guarantees and Airway Releases is subject to the satisfaction or waiver in writing by the Agent and the Lenders of the following conditions precedent:
Conditions Precedent to Initial Funding. The obligations of Agent and Lenders to consummate the Transactions and to make the initial Loans are subject to the satisfaction, in the reasonable judgment of Agent, of the following conditions precedent:
Conditions Precedent to Initial Funding. 34 Section 5.02 Conditions Precedent to Initial and Subsequent Funding .............. 37
Conditions Precedent to Initial Funding. The obligation of each Lender to make the initial Advance is subject to the condition precedent that Collateral Agent shall have received, in form and substance satisfactory to Collateral Agent, or that Collateral Agent shall have waived in writing the requirement to receive such item, all of the following:
(a) The Loan Documents duly executed by Borrower and its Subsidiaries required to sign a Joinder Agreement;
(b) A duly executed officer’s certificate of Borrower and any party signing a Joinder Agreement containing the following documents: (i) current certificate of incorporation (or equivalent document), (ii) bylaws, (iii) resolutions authorizing the Loan Documents, (iv) a good standing certificate from each party’s state of formation and from any state where such party is required to be qualified to do business and (v) incumbency and representative signatures;
(c) All necessary consents of stockholders or members and other third parties with respect to the execution, delivery and performance of the Loan Documents;
(d) All documentation and other information which Agents reasonably requests with respect to the Borrower in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, IRS Form W-9 and applicable tax forms;
(e) The Current Financial Statements of Borrower shall have been delivered to Collateral Agent;
(f) Evidence of the insurance coverage required by Section 6.8 of this Agreement; and Equipment Loan and Security Agreement – Beyond Meat
(g) Such other documents, and completion of such other matters, as Agents may deem necessary or appropriate.
Conditions Precedent to Initial Funding. The obligation of the Agent and the Lenders to make the initial Revolving Loan hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Revolving Loans, of the following conditions precedent:
Conditions Precedent to Initial Funding. The obligation the Initial Lender to make the Loans hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent:
(i) executed counterparts of this Agreement and the Guaranty;
(ii) executed counterparts of the Security Agreement together with (A) stock certificates representing pledged shares and (B) UCC financing statements to be filed against the Borrower and each Guarantor, as debtor, in favor of the Administrative Agent, as secured party;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and each Guarantor is validly existing and in good standing in its jurisdiction of organization or formation;
(v) a favorable opinion of Xxxxxxxx Chance LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender in form and substance reasonably satisfactory to the Administrative Agent and its counsel addressing such matters as are customary for transactions of this type;
(vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(vii) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in this Section 4.01 have been...
Conditions Precedent to Initial Funding. Date on or after the ------------------------------------------------------------ Effective Date. -------------- The obligation of each Bank and Designated Bid Lender under the Loan Documents to make any Advances, and the obligation of Agent to issue any Letter of Credit, on or after the Effective Date is subject to the further conditions that Agent has received all of the following in form and substance satisfactory to Agent:
Conditions Precedent to Initial Funding. Except as set forth in the Post-Closing Letter, the obligation of the Lender to make the Loan is subject to the satisfaction, immediately prior to or concurrently with the making of such Loan, of the following conditions precedent:
