CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB. The obligations of Parent and Merger Sub to consummate the Merger are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Parent in writing in whole or in part to the extent permitted by applicable Law): (a) (1) (i) the representations and warranties of the Company set forth in Article V (other than (x) the first sentence of Section 5.1, (y) Sections 5.2, 5.4, 5.5(a), 5.5(b), 5.8(a) and 5.22 and (z) those other representations and warranties that address matters as of a specific date) shall be true and correct in all respects as of the date hereof and as of the Closing Date as though then made at and as of such time (without giving effect to qualifications as to materiality, Material Adverse Effect, or similar phrases in such representations and warranties), and (ii) the representations and warranties of the Company set forth in Article V that address matters as of a specific date (other than (x) the first sentence of Section 5.1, and (y) Sections 5.2, 5.4, 5.5(a), 5.5(b), 5.8(a) and 5.22) shall be true and correct in all respects as of such dates (without giving effect to qualifications as to materiality, Material Adverse Effect, or similar phrases in such representations and warranties), except where the failure of such representations and warranties referenced in the immediately preceding clauses (i) and (ii) to be so true and correct in all respects, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; (2) the representations and warranties set forth in the first sentence of Section 5.1 and in Sections 5.2, 5.4, 5.5(a), 5.5(b) and 5.22 shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though then made at and as of such time (without giving effect to qualifications as to materiality, Material Adverse Effect, or similar phrases in such representations and warranties), except for representations and warranties set forth in the first sentence of Section 5.1 and in Sections 5.2, 5.4, 5.5(a), 5.5(b) and 5.22 that address matters only as of a specific date, which representations and warranties shall continue as of the Closing Date to be true and correct as of such specific date in all material respects (without giving effect to qualifications as to materiality, Material Adverse Effect, or similar phrases in such representations and warranties); (3) the representations and warranties set forth in Section 5.8(a) shall be true and correct in all respects as of the date hereof and as of the Closing Date as though then made at and as of such time; and (4) Parent shall have received a certificate signed by an executive officer of the Company, dated the Closing Date, to the foregoing effect; (b) the Company shall have performed and complied in all material respects with all covenants or obligations required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Parent shall have received a certificate signed by an executive officer of the Company, dated the Closing Date, to the foregoing effect; (c) no effect, event, change, occurrence or circumstance shall have occurred since the date of this Agreement that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect, and Parent shall have received a certificate signed by an executive officer of the Company, dated the Closing Date, to the foregoing effect; (d) there shall not be in effect any Law or Order of a Governmental Body having competent jurisdiction over the business of the Company and its Subsidiaries enjoining, preventing, restraining or prohibiting the consummation of the Merger or making consummation of the Merger illegal; (e) the waiting period (or any extension thereof) or required approval applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired (or early termination shall have been granted) or been received; (f) Parent shall have received fully executed payoff letters, in form and substance reasonably acceptable to Parent, with respect to the repayment of all Indebtedness of the Company and its Subsidiaries under the Credit Facility and the release of all of the Liens; (g) the Silver Lake Side Letter shall be in full force and effect, shall not have been repudiated or terminated by the Company or the SLP Investors (as defined therein), and shall not have been amended without the prior written consent of Parent, and the Company and each of the SLP Investors (as defined therein) shall have performed and complied in all material respects with all covenants or obligations required by the Silver Lake Side Letter to be performed or complied with by them on or prior to the Closing Date; (h) the repurchase transactions contemplated by the Share Repurchase Agreement shall have been consummated in accordance with the Share Repurchase Agreement.; and (i) Parent shall have received a copy of the executed action by written consent of certain of the Company Common Stockholders evidencing the Company Common Stockholder Approval in accordance with the terms of Section 7.14.
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CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB. The obligations of Parent and Merger Sub to consummate the Merger are subject to the fulfillment, on at or prior to the Closing DateClosing, of each of the following conditions (any or all of which may be waived by Parent in writing Parent, in whole or in part part, to the extent permitted by applicable Law):
(a) (1i) (iA) the representations and warranties of the Company set forth in Article V ARTICLE IV (other than (x) the first sentence of Section 5.1Sections 4.2, 4.4(a), and 4.8(b) and (y) Sections 5.2, 5.4, 5.5(a), 5.5(b), 5.8(a) and 5.22 and (z) those other representations and warranties that address matters as of a specific specified date) shall be true and correct in all respects as of the date hereof and as of the Closing Date as though then made at and as of such time the Closing (without giving effect to qualifications as to materiality, Material Adverse Effect, or similar phrases in such the representations and warranties), and (iiB) the representations and warranties of the Company set forth in Article V ARTICLE IV that address matters as of a specific specified date (other than (x) the first sentence of Section 5.1Sections 4.2, 4.4(a), and (y) Sections 5.2, 5.4, 5.5(a4.8(b), 5.5(b), 5.8(a) and 5.22) shall be true and correct in all respects as of such dates specified date (without giving effect to qualifications as to materiality, Material Adverse Effect, or similar phrases in such the representations and warranties), except where the failure of such representations and warranties referenced in the immediately preceding clauses (iA) and (iiB) to be so true and correct in all respectscorrect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; , (2ii) the representations and warranties set forth in the first sentence of Section 5.1 Sections 4.2 and in Sections 5.2, 5.4, 5.5(a), 5.5(b4.4(a) and 5.22 shall be true and correct in all material respects as of the date hereof Closing as though made at and as of the Closing Date as though then made at and as of such time (without giving effect except for (a) with respect to qualifications as to materiality, Material Adverse Effect, or similar phrases in such representations and warrantiesSection 4.4(a), except for revisions set forth on the Estimated Closing Statement and included in the determination of the Per Share Portion and (b) representations and warranties set forth in the first sentence of Section 5.1 Sections 4.2 and in Sections 5.2, 5.4, 5.5(a), 5.5(b4.4(a) and 5.22 that which address matters only as of a specific specified date, which representations and warranties shall continue as of the Closing Date to be true and correct as of such specific specified date in all material respects and (without giving effect to qualifications as to materiality, Material Adverse Effect, or similar phrases in such representations and warranties); (3iii) the representations and warranties set forth in Section 5.8(a4.8(b) shall be true and correct in all respects as of the date hereof and as of the Closing Date as though then made at and as of such time; and (4) Parent shall have received a certificate signed by an executive officer of the Company, dated the Closing Date, to the foregoing effectClosing;
(b) the Company shall have performed and complied in all material respects with all covenants or obligations required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Closing;
(c) Parent shall have received a certificate signed by an executive officer of the Company, dated the Closing Date, to the foregoing effect;
(ceffect that the conditions specified in Section 7.1(a) no effect, event, change, occurrence or circumstance shall have occurred since the date of this Agreement that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect, and Parent shall have received a certificate signed by an executive officer of the Company, dated the Closing Date, to the foregoing effect7.1(b) are satisfied;
(d) there shall not be in effect any Law or Order of a no Governmental Body having competent jurisdiction over the business of the Company and its Subsidiaries enjoiningCompany, preventingParent or Merger Sub shall have enacted, restraining issued, promulgated, enforced or entered any Law then in effect or issued an Order, in each case, prohibiting the consummation of the Merger on the terms contemplated by this Agreement; provided, that any Law or making consummation Order with respect to Competition Laws other than those set forth on Schedule 7.1(e) shall be disregarded for purposes of the Merger illegalthis Section 7.1(d);
(e) the waiting period (or any extension thereof) or required approval applicable to the transactions contemplated by this Agreement under the HSR Act and the other applicable Competition Laws and other regulatory approvals set forth on Schedule 7.1(e) shall have expired (or early termination shall have been granted) or been received;
(f) Parent shall have received fully executed payoff letters, in form and substance reasonably acceptable to Parent, with respect to the repayment of all Indebtedness of the Company and its Subsidiaries under the Credit Facility and the release of all of the Liens;
(g) the Silver Lake Side Letter shall be in full force and effect, shall not have been repudiated or terminated by the Company or the SLP Investors (as defined therein), and shall not have been amended without the prior written consent of Parent, and the Company and each of the SLP Investors (as defined therein) shall have performed and complied in all material respects with all covenants or obligations required by the Silver Lake Side Letter to be performed or complied with by them on or prior to the Closing Date;
(h) the repurchase transactions contemplated by the Share Repurchase Agreement shall have been consummated in accordance with the Share Repurchase Agreement.; and
(if) Parent shall have received a copy of the executed action by written consent of certain of the Company Common Stockholders evidencing the Company Common Written Stockholder Approval in accordance with the terms of Section 7.14Consent.
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CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB. The obligations of Parent and Merger Sub to consummate the Merger are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Parent in writing in whole or in part in Parent's sole discretion and to the extent permitted by applicable Law):
(a) (1) (i) the representations and warranties of the Company set forth in Article V this Agreement (other than (x) clause (a) of the first sentence of Section 5.1, (y) 5.1 and Sections 5.2, 5.4, 5.5(a), 5.5(b), 5.8(a5.4(a) and 5.22 5.5(b) and (zy) those other representations and warranties that address matters as of a specific dateparticular dates) shall be true and correct in all respects as of the date hereof and as of the Closing Date as though then made at and as of such time the Closing Date (without giving effect to qualifications as to materiality, Material Adverse Effect, or similar phrases in such the representations and warranties, other than “Material Adverse Effect” in Section 5.8(a)(ii)), and (ii) the representations and warranties of the Company set forth in Article V this Agreement that address matters as of a specific date particular dates (other than clause (xa) of the first sentence of Section 5.1, 5.1 and (y) Sections 5.2, 5.4, 5.5(a), 5.4(a) and 5.5(b), 5.8(a) and 5.22) shall be true and correct in all respects as of such dates (without giving effect to qualifications as to materiality, Material Adverse Effect, or similar phrases in such the representations and warranties), except where the failure of such representations and warranties referenced in the immediately preceding clauses (i) and (ii) to be so true and correct in all respectscorrect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; (2) the representations and warranties set forth in clause (a) of the first sentence of Section 5.1 and in Sections 5.2, 5.4, 5.5(a), 5.4(a) and 5.5(b) and 5.22 shall be true and correct in all material respects as of the date hereof Closing Date as though made at and as of the Closing Date as though then made at and as of such time (without giving effect to qualifications as to materiality, Material Adverse Effect, or similar phrases in such representations and warranties), except for representations and warranties set forth in the first sentence of Section 5.1 and in Sections 5.2, 5.4, 5.5(a), 5.5(b) and 5.22 that which address matters only as of a specific date, which representations representatives and warranties shall continue as of the Closing Date to be true and correct in all material respects as of such specific date in all material respects (without giving effect to qualifications as to materiality, Material Adverse Effect, or similar phrases in such representations and warrantiesdate); (3) the representations and warranties set forth in Section 5.8(a) shall be true and correct in all respects as of the date hereof and as of the Closing Date as though then made at and as of such time; and (43) Parent shall have received a certificate signed by an executive officer of the Company, dated the Closing Date, to the foregoing effect;
(b) the Company shall have performed and complied in all material respects with all covenants or obligations required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Parent shall have received a certificate signed by an executive officer of the Company, dated the Closing Date, to the foregoing effect;
(c) no effect, event, change, occurrence or circumstance shall have occurred since the date of this Agreement that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect, and Parent shall have received a certificate signed by an executive officer of the Company, dated the Closing Date, to the foregoing effect;
(d) there shall not be in effect any Law or Order in effect which has the effect of a Governmental Body having competent jurisdiction over the business of the Company and its Subsidiaries enjoining, preventing, restraining enjoining or otherwise prohibiting the consummation of the Merger or making consummation of the Merger illegalMerger;
(ed) the waiting period (or any extension thereof) or required approval applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired (or early termination or approval, as applicable, shall have been granted) or been received);
(f) Parent shall have received fully executed payoff letters, in form and substance reasonably acceptable to Parent, with respect to the repayment of all Indebtedness of the Company and its Subsidiaries under the Credit Facility and the release of all of the Liens;
(g) the Silver Lake Side Letter shall be in full force and effect, shall not have been repudiated or terminated by the Company or the SLP Investors (as defined therein), and shall not have been amended without the prior written consent of Parent, and the Company and each of the SLP Investors (as defined therein) shall have performed and complied in all material respects with all covenants or obligations required by the Silver Lake Side Letter to be performed or complied with by them on or prior to the Closing Date;
(h) the repurchase transactions contemplated by the Share Repurchase Agreement shall have been consummated in accordance with the Share Repurchase Agreement.; and
(ie) Parent shall have received a copy of the executed action by written consent of certain of the Company Common Stockholders evidencing the Company Common Stockholder Approval in accordance with the terms of Section 7.14.7.16;
(f) the conditions set forth in Sections 7.1 and 7.2 (other than Section 7.2(d)) of the Epicor Merger Agreement shall have been satisfied or waived in writing in accordance with the terms of the Epicor Merger Agreement (it being understood and agreed that the consummation of the Epicor Merger will be conclusive evidence of the waiver of any such conditions that shall not have been satisfied); and
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CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB. The obligations of Parent and Merger Sub to consummate the Merger are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Parent in writing in whole or in part in Parent’s sole discretion and to the extent permitted by applicable Law):
(a) (1) (i) the representations and warranties of the Company set forth in Article V this Agreement (other than (x) clause (a) of the first sentence of Section 5.1, (y) 5.1 and Sections 5.2, 5.4, 5.5(a), 5.5(b), 5.8(a5.4(a) and 5.22 5.5(b) and (zy) those other representations and warranties that address matters as of a specific dateparticular dates) shall be true and correct in all respects as of the date hereof and as of the Closing Date as though then made at and as of such time the Closing Date (without giving effect to qualifications as to materiality, Material Adverse Effect, or similar phrases in such the representations and warranties, other than “Material Adverse Effect” in Section 5.8(a)(ii)), and (ii) the representations and warranties of the Company set forth in Article V this Agreement that address matters as of a specific date particular dates (other than clause (xa) of the first sentence of Section 5.1, 5.1 and (y) Sections 5.2, 5.4, 5.5(a), 5.4(a) and 5.5(b), 5.8(a) and 5.22) shall be true and correct in all respects as of such dates (without giving effect to qualifications as to materiality, Material Adverse Effect, or similar phrases in such the representations and warranties), except where the failure of such representations and warranties referenced in the immediately preceding clauses (i) and (ii) to be so true and correct in all respectscorrect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; (2) the representations and warranties set forth in clause (a) of the first sentence of Section 5.1 and in Sections 5.2, 5.4, 5.5(a), 5.4(a) and 5.5(b) and 5.22 shall be true and correct in all material respects as of the date hereof Closing Date as though made at and as of the Closing Date as though then made at and as of such time (without giving effect to qualifications as to materiality, Material Adverse Effect, or similar phrases in such representations and warranties), except for representations and warranties set forth in the first sentence of Section 5.1 and in Sections 5.2, 5.4, 5.5(a), 5.5(b) and 5.22 that which address matters only as of a specific date, which representations representatives and warranties shall continue as of the Closing Date to be true and correct in all material respects as of such specific date in all material respects (without giving effect to qualifications as to materiality, Material Adverse Effect, or similar phrases in such representations and warrantiesdate); (3) the representations and warranties set forth in Section 5.8(a) shall be true and correct in all respects as of the date hereof and as of the Closing Date as though then made at and as of such time; and (43) Parent shall have received a certificate signed by an executive officer of the Company, dated the Closing Date, to the foregoing effect;
(b) the Company shall have performed and complied in all material respects with all covenants or obligations required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and Parent shall have received a certificate signed by an executive officer of the Company, dated the Closing Date, to the foregoing effect;
(c) no effect, event, change, occurrence or circumstance shall have occurred since the date of this Agreement that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect, and Parent shall have received a certificate signed by an executive officer of the Company, dated the Closing Date, to the foregoing effect;
(d) there shall not be in effect any Law or Order in effect which has the effect of a Governmental Body having competent jurisdiction over the business of the Company and its Subsidiaries enjoining, preventing, restraining enjoining or otherwise prohibiting the consummation of the Merger or making consummation of the Merger illegalMerger;
(ed) the waiting period (or any extension thereof) or required approval applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired (or early termination or approval, as applicable, shall have been granted) or been received);
(f) Parent shall have received fully executed payoff letters, in form and substance reasonably acceptable to Parent, with respect to the repayment of all Indebtedness of the Company and its Subsidiaries under the Credit Facility and the release of all of the Liens;
(g) the Silver Lake Side Letter shall be in full force and effect, shall not have been repudiated or terminated by the Company or the SLP Investors (as defined therein), and shall not have been amended without the prior written consent of Parent, and the Company and each of the SLP Investors (as defined therein) shall have performed and complied in all material respects with all covenants or obligations required by the Silver Lake Side Letter to be performed or complied with by them on or prior to the Closing Date;
(h) the repurchase transactions contemplated by the Share Repurchase Agreement shall have been consummated in accordance with the Share Repurchase Agreement.; and
(ie) Parent shall have received a copy of the executed action by written consent of certain of the Company Common Stockholders evidencing the Company Common Stockholder Approval in accordance with the terms of Section 7.14.7.16;
(f) the conditions set forth in Sections 7.1 and 7.2 (other than Section 7.2(d)) of the Epicor Merger Agreement shall have been satisfied or waived in writing in accordance with the terms of the Epicor Merger Agreement (it being understood and agreed that the consummation of the Epicor Merger will be conclusive evidence of the waiver of any such conditions that shall not have been satisfied); and
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