Conditions to the Obligations of the Company and the Investor. The respective obligations of each of the Company and the Investor to effect the Initial Closing or the Second Closing, as applicable, shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Initial Closing Date or the Second Closing Date, as applicable, of the following condition:
(a) no temporary or permanent Judgment shall have been enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority nor shall any proceeding brought by a Governmental Authority seeking any of the foregoing be pending, or any applicable Law shall be in effect enjoining or otherwise prohibiting consummation of the Transactions (collectively, “Restraints”).
Conditions to the Obligations of the Company and the Investor. The respective obligations of the Company and the Investor hereunder to consummate the Closing are subject to fulfillment, prior to or at the Closing, of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by either the Company or the Investor in writing with respect to fulfillment of conditions to its own obligations to the extent permitted by applicable law):
(a) No Legal Restraint shall be in effect preventing the consummation of the transactions contemplated by this Agreement and any related transaction documents.
(b) The Company shall have prepared and sent an “information statement” (the “Information Statement”) as defined in Rule 14c-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), containing the information specified in Schedule 14C under the Exchange Act in all material respects, to its shareholders in a manner consistent with the requirements set forth under Rule 14c-2(d) under the Exchange Act.
(c) A period of twenty (20) calendar days shall have elapsed following the date on which the Information Statement is sent to the Company’s shareholders in accordance with clause (b) of this Section 5.1.
(d) The Purchased Shares shall have been duly listed on the Nasdaq Global Select Market, subject to notice of issuance.
Conditions to the Obligations of the Company and the Investor. The obligation of each of the Company and the Investor to consummate the Transactions is subject to the satisfaction or waiver (to the extent permitted by applicable Law) in writing by the Company and the Investor at or prior to the Closing of the following conditions:
(a) The consents, clearances and approvals as set forth in Section 5.1 of the Company Disclosure Letter shall have been obtained or shall be deemed to have been obtained.
(b) No Governmental Authority of competent jurisdiction shall have enacted, enforced, entered, issued or promulgated any Law or Order that is in effect and has the effect of making the Transactions illegal or otherwise prohibiting consummation of the Transactions or that would require any of the Transactions to be rescinded after consummation thereof.
(c) The Separation shall have been consummated.
Conditions to the Obligations of the Company and the Investor. The respective obligations of each of the Company and the Investor to effect the Transactions are subject to the satisfaction or (to the extent permitted by Law) waiver by each of the Company and the Investor on or prior to the Closing Date of the following conditions:
(a) No Governmental Entity shall have issued any order, decree or ruling, no Legal Proceeding has been commenced seeking any order, decree or ruling and no Law shall be in effect, enjoining, restraining or otherwise prohibiting any of the Transactions;
(b) the Company shall have duly adopted and caused to be filed with the Secretary of State of the State of Delaware the Certificate of Designations and any related filings, forms or applications; and
(c) any waiting period under the HSR Act applicable to the Agreement or the Transactions shall have expired or been earlier terminated.
Conditions to the Obligations of the Company and the Investor. The obligations of the Company and the Investor to effect the Common Stock Closing and the Backstop Closing, as applicable, shall be subject to the following conditions:
(a) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the consummation of any of the transactions contemplated hereby; and
(b) the Common Shares and the Common Stock to be issued in the Rights Offering (including the Backstop Shares) shall have been authorized for listing on Nasdaq, subject to official notice of issue, prior to the Common Stock Closing Date, with respect to the Common Shares, and the Backstop Closing Date, with respect to the Common Stock to be issued in the Rights Offering (including the Backstop Shares);
(c) the Term Loan and Revolving Credit Agreement, dated as of December 27, 2007 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Existing Credit Agreement”), among the Company, the lenders party thereto, Citicorp USA, Inc., as Administrative Agent, JPMorgan Chase Bank, N.A. (“JPMCB”), as Syndication Agent, and Wachovia Capital Finance Corporation and Xxxxx Fargo Foothill, LLC, as Co-Documentation Agents, shall have been amended on substantially the terms described in the Commitment Letter, dated as of December 2, 2012 (as amended, restated, supplemented or otherwise modified, the “Commitment Letter”), among JPMCB, X.X. Xxxxxx Securities LLC, Xxxxx Fargo Bank, National Association, Xxxxx Fargo Capital Finance, LLC and the Company, with such changes as may be approved by the Company;
(d) Tranche B Lenders (as defined in the Existing Credit Agreement) holding at least $1.2 billion of the outstanding principal amount of Tranche B Term Loans (as defined in the Existing Credit Agreement) shall have agreed to extend the maturity date of such Tranche B Loans to the Extended Tranche B Term Loan Maturity Date (as defined in the Commitment Letter); and
(e) the Company and the Investor shall have entered into a tax allocation agreement (the “Tax Allocation Agreement”) in the form attached hereto as Exhibit B.
Conditions to the Obligations of the Company and the Investor. The respective obligations of each of the Company and the Investor to effect the Closing shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:
(a) the waiting period (and any extension thereof) applicable to the consummation of the Transactions (as applicable) under the HSR Act shall have expired or early termination thereof shall have been granted and, if applicable, any waiting periods under Other Required Antitrust Laws shall have been granted and any approvals required under Other Required Antitrust Laws shall have been received; and
(b) no Judgment enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority or any applicable Law (collectively, “Restraints”) shall be in effect enjoining or otherwise prohibiting the consummation of any of the Transactions, and no Action by any Governmental Authority shall be pending or threatened which would enjoin or otherwise prohibit consummation of any of the Transactions.
Conditions to the Obligations of the Company and the Investor. The respective obligations of each of the Company and the Investor to effect the Closing shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:
(a) no temporary or permanent Judgment shall have been enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority nor shall any proceeding brought by a Governmental Authority seeking any of the foregoing be pending, or any applicable Law shall be in effect, in each case, enjoining or otherwise prohibiting consummation of the Transactions (collectively, “Restraints”); and
(b) (i) the satisfaction (or waiver, if permissible under applicable Law) of all closing conditions set forth in Article 10 of the Adverse Development Agreement and (ii) the subsequent effectiveness of the Adverse Development Agreement pursuant to its terms.
Conditions to the Obligations of the Company and the Investor. The respective obligations of each of the Company and the Investor to effect the Transactions are subject to the satisfaction or (to the extent permitted by Law) waiver by each of the Company and the Investor on or prior to the Closing Date of the following conditions:
(a) no Governmental Entity shall have issued any order, decree or ruling, no Action has been commenced seeking any order, decree or ruling and no Law shall be in effect, enjoining, restraining or otherwise prohibiting any of the Transactions, which in each of the cases referred to has not been terminated or withdrawn; and
(b) the applicable waiting period, if any, under, or required approvals pursuant to, any applicable Foreign Antitrust Laws of any jurisdiction listed in Section 3.04 of the Company Disclosure Letter applicable to the consummation of the Transactions shall have expired or otherwise been terminated and any required clearances, consents, approvals and waivers under any Foreign Antitrust Laws of any jurisdiction listed in Section 3.04 of the Company Disclosure Letter applicable to the consummation of the Transactions shall have been obtained.
Conditions to the Obligations of the Company and the Investor. The respective obligations of each of the Company and the Investor to effect the Closing shall be subject to the satisfaction or, to the extent permitted by applicable Law, waiver by each of the Company and the Investor on or prior to the Closing Date of the following conditions:
(a) no provision of any applicable Law and no permanent, preliminary or temporary judgment, injunction, order or decree that has the effect of preventing, prohibiting or making illegal the consummation of any of the transactions contemplated by the Transaction Documents shall be in effect at the Closing, and no action, claim or proceeding seeking any such judgment, injunction, order or decree shall be threatened in writing or pending at the Closing;
(b) an investor rights agreement substantially in the form of Annex II hereto (the “Investor Rights Agreement”) shall have been duly executed and delivered by each of the Company and the Investor; and
(c) the Equity Offering shall have been consummated in accordance with, in all material respects, the terms and subject to the conditions set forth in Section 2.02 hereof.
Conditions to the Obligations of the Company and the Investor. The obligations of the Company and the Investor to effect the Transactions are subject to the satisfaction on or prior to the Closing Date of the following conditions:
(a) all conditions in Section 6.01 shall have been satisfied; and
(b) the Tender Effectiveness shall have occurred.
