Consent to Acquisitions Sample Clauses

Consent to Acquisitions. (a) Subject to the terms and upon the conditions set forth herein, Lender hereby consents to the consummation of the Acquisitions upon the terms set forth in the respective Acquisition Documents.
Sample 1
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Consent to Acquisitions. The Administrative Agent, Collateral Agent and Lenders hereby consent to the Borrowers’ acquisition of Stations described in Annex A attached hereto and made a part hereof.
Sample 1
Consent to Acquisitions. Relying on the representations and warranties contained herein, the Lender Parties hereby (i) consent to the consummation of the Born Free Acquisition, (ii) acknowledge and agree that, effective the First Amendment Closing Date, the Born Free Acquisition constitutes a “Permitted Acquisition” for all purposes under the Credit Agreement, and (iii) conditional upon the Borrowers’ satisfaction of all conditions set forth in this Amendment and the Credit Agreement, agree that the Borrowers may use not more than $20,000,000 of Committed Loans available under the Credit Agreement, as amended hereby, to fund the payment on the First Amendment Closing Date of a portion of the purchase price payable under the Born Free Stock Purchase Agreement. The Borrowers hereby represent and warrant to the Lender Parties that:
Sample 1
Consent to Acquisitions. Each of the Banks hereby consents to the Acquisitions, provided that the total aggregate purchase price paid by the Borrowers in connection therewith shall not exceed $57,300,000 plus (a) liabilities assumed as set forth in Article 2.1 of the Purchase Agreement, plus (b) deferred payments of approximately $2,000,000 as set forth in Article 3.3 of the Purchase Agreement, plus or minus, as applicable, (c) adjustments to the purchase price as set forth in Articles 3.4 and 3.6 of the Purchase Agreement.
Sample 1
Consent to Acquisitions. The Required Lenders, for and on behalf of the Lenders under the Credit Agreement, hereby consent to the consummation of the Acquisitions by the Credit Parties, notwithstanding any prohibitions to the contrary set forth in Section 7.5 of the Credit Agreement (Advances, Investments and Loans) or in the definition of "Permitted Acquisition" in Section 1.1 of the Credit Agreement. This consent shall be effective solely with respect to the specific circumstances of the Acquisitions.
Sample 1
Consent to Acquisitions. The Borrower has informed the Administrative Agent and the Lenders that it has completed the Acquisition (collectively the “Acquisitions”) of substantially all of the assets of each of Second NP Center Corporation (“NP”), AP Center, Inc. (“AP”), ED Center, Inc. (“ED”) and MM Center, Inc. (“MM,” and together with NP, AP and ED collectively referred to herein as “Learning Ladder”) and Teddy Bear Preschool, Inc. (“Teddy Bear”). The Borrower has requested that the Lenders consent to the Acquisitions and confirm that such Acquisitions shall be deemed to be Permitted Acquisitions for the purpose of the Credit Agreement. Accordingly, subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Administrative Agent and the Lenders hereby consent to the Acquisitions and confirm that the same constituted Permitted Acquisitions for all purposes of the Credit Agreement. Notwithstanding anything contained in the Credit Agreement to the contrary, for purposes of calculating EBITDA, the historical EBITDA of Learning Ladder for the period prior to the Consummation Date of such Acquisition shall be excluded.
Sample 1
Consent to Acquisitions. Notwithstanding the provisions of Section 7.11(b) of the Agreement, the Bank consents to (a) the Borrower’s acquisition of Alveolus for consideration of approximately $19 million and (b) the Borrower’s acquisition of Biosearch Inc. for consideration of approximately $1.6 million (the “2009 Acquisitions”). Furthermore, the Bank agrees that consideration paid by Borrower for the 2009 Acquisitions, so long as not exceeding the amounts listed above, shall not be taken into account for computing (i) the 2009 $15 million per annum ceiling on consideration for acquisitions and (ii) the life of the loan $40 million ceiling on consideration for acquisitions, as provided in Section 7.11(b).
Sample 1
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Related to Consent to Acquisitions

  • Hostile Acquisitions Directly or indirectly use the proceeds of any Loan in connection with the acquisition of part or all of a voting interest of five percent (5%) or more in any corporation or other business entity if such acquisition is opposed by the board of directors of such corporation or business entity.

  • No Acquisitions The Company shall not, nor shall it permit any of its Subsidiaries to, (i) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof or (ii) other than in the ordinary course of business, otherwise acquire or agree to acquire any assets which, in the case of this clause (ii), are material, individually or in the aggregate, to the Company.

  • No Acquisitions or Dispositions (i) There are no contracts, letters of intent, term sheets, agreements, arrangements or understandings with respect to the direct or indirect acquisition or disposition by any of the Company or its subsidiaries of interests in assets or real property that are required to be described in the Registration Statement and the Prospectus that are not so described; and (ii) except as described in the Registration Statement and the Prospectus, neither the Company nor any of its subsidiaries has sold any real property to a third party during the immediately preceding twelve (12) calendar months, except for such sales as would not reasonably be expected to have a Material Adverse Effect.

  • Actions Pending Acquisition IV.01Forbearances of the Company. From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement, as required by applicable Law, or with the prior written consent of First Foundation, which shall not be unreasonably withheld or delayed, the Company will not, and will cause each of its Subsidiaries not to:

  • Mergers, Acquisitions Merge or consolidate with any Person (whether or not the Company is the surviving entity), except a Subsidiary may consolidate with, or merge into, the Company or another Subsidiary, or, except as permitted by subsection 7.9(f), acquire all or substantially all of the assets or any of the capital stock of any Person.

  • Mergers or Acquisitions Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person. A Subsidiary may merge or consolidate into another Subsidiary or into Borrower.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Acquisitions Acquire or agree to acquire by merging with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets that are material individually or in the aggregate, to its business, taken as a whole;

  • Investments; Acquisitions Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock of any Person, or any division or line of business of any Person except:

  • Permitted Acquisitions (a) Subject to the provisions of this Section 9.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ prior written notice of the proposed Permitted Acquisition; (iii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii) and (viii).

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