Consummation of Certain Transactions. The closing under the Joint Venture Agreement, and all transactions to be consummated in connection therewith, shall have occurred.
Consummation of Certain Transactions. (a) On, prior to or promptly after the Effective Date (and, in any event, by May 5, 2000), BOTH (i) the Equity Financing shall have been consummated, AND (ii) the Fresh Samantha Acquisition shall have been consummated.
(b) Each of the following conditions precedent shall have been satisfied with respect to the Equity Financing:
(i) the Borrower shall have received, for its own account, an aggregate gross amount of not less than $6,000,000 from the Equity Financing; and
(ii) on, prior to or promptly after the Effective Date (and, in any event, by May 5, 2000), there shall have been delivered to the Lender true, correct and complete copies of the Equity Financing Documents, and all of the material terms and conditions of the Equity Financing Documents shall be reasonably satisfactory in form and substance to the Lender; all material conditions precedent to the consummation of the Equity Financing, as set forth in the Equity Financing Documents, shall have been satisfied, and not waived in any material respect unless consented to by the Lender (which consent shall not be unreasonably withheld or delayed), to the reasonable satisfaction of the Lender; and the Equity Financing shall have been consummated in all material respects in accordance with the material terms and conditions of the applicable Equity Financing Documents and all Applicable Law.
(c) on, prior to or promptly after the Effective Date (and, in any event, by May 5, 2000), each of the following conditions precedent shall have been satisfied with respect to the Fresh Samantha Acquisition:
(i) there shall have been delivered to the Lender true, correct and complete copies of the Merger Documents, and all of the materials terms and conditions of such Merger Documents shall be reasonably satisfactory in form and substance to the Lender;
(ii) the Fresh Samantha Acquisition shall have been consummated in all material respects in accordance with the Merger Documents and all Applicable Law; and all material conditions precedent to the consummation of the Fresh Samantha Acquisition, as set forth in the Merger Documents, shall have been satisfied, and not waived in any material respect, except with the prior consent of the Lender (which consent shall not be unreasonably withheld or delayed), to the reasonable satisfaction of the Lender, EXCEPT, in each case, as could not reasonably be expected to have any Materially Adverse Effect; and
(iii) the material terms and conditions of each Merger Document shall b...
Consummation of Certain Transactions. The transactions outlined in Schedule 5.15 shall have been consummated.
Consummation of Certain Transactions. The Xxxxxxx Parties shall use their commercially reasonable best efforts to (a) assist the Genesis Parties in meeting their obligations under the Transaction Agreements, including satisfying the conditions to Closing under the Contribution Agreement, (b) at or prior to Closing, consummate the financing contemplated by the JV Credit Facility, including pledging its membership interests in DG JV and causing DG JV to pledge its assets (including DG JV's membership interests in Marine Holdings and Marine Transportation), as contemplated by the term sheet attached as Exhibit A, which may be modified by unanimous consent of TD Marine and Parent (such consent not to be unreasonably withheld or delayed), and (c) make any filings under the HSR Act that are required to consummate the transactions contemplated by the Transaction Agreements.
Consummation of Certain Transactions. Each of the Genesis Parties shall use its commercially reasonable best efforts to (a) meet its obligations under the Transaction Agreements, including satisfying the conditions to Closing under the Contribution Agreement, (b) at or prior to Closing, consummate the financing contemplated by the JV Credit Facility, including pledging its membership interests in DG JV and permitting DG JV to pledge its assets (including DG JV's membership interests in Marine Holdings and Marine Transportation), as contemplated by the term sheet attached as Exhibit A, which may be modified by unanimous consent of TD Marine and Parent (such consent not to be unreasonably withheld or delayed), and (c) make any filings under the HSR Act that are required to consummate the transactions contemplated by the Transaction Agreements.
Consummation of Certain Transactions. The transactions contemplated Section 2.4 shall have been consummated, subject only to any necessary novations.
Consummation of Certain Transactions. The Lender shall have purchased all of the Additional Shares (as defined in the Securities Purchase Agreement) pursuant to Section 6.04 of the Securities Purchase Agreement following the Parent’s exercise of its option pursuant to Section 6.04 of the Securities Purchase Agreement, provided, that, the Lender hereby waives its rights under Section 6.04(b)(ii) on the condition that pro-rata adjustments are made to the conversion prices of the preferred stock and warrants.
Consummation of Certain Transactions. 1.1 Prior to the closing of the Offering, the Principals shall exchange their shares of capital stock of HCP for the HCP Common and the HCP Preferred pursuant to the Plan of Recapitalization.
1.2 On or before the closing of the Offering, HCHI and the Principals shall execute and deliver the Contribution Agreement and perform such of their obligations thereunder as are required to be performed by the closing of the Offering. In addition, HCHI and the Principals shall execute and deliver such other agreements, documents, instruments and other writings (including but not limited to Employment Agreements, a Registration Rights Agreement and a Shareholders' Agreement of HCP) as are necessary or appropriate to effect the transactions described in the Registration Statement to which they are to be parties.
Consummation of Certain Transactions. Within 45 days of the date hereof, Xxxxxxx Hygiene, the ultimate parent company of Xxxxxxx and HB Service, shall have consummated the following transactions:
(a) the private placement of the equity of Xxxxxxx Hygiene, with aggregate proceeds to Xxxxxxx Hygiene in an amount not less than $55,000,000 (the “Private Placement”); and
(b) the acquisition (the “Choice Acquisition”), directly or indirectly through a merger), of Choice Environmental Services, Inc. and its subsidiaries (“Choice”), pursuant to the terms of the Merger Agreement, dated as of February 13, 2011, between Xxxxxxx Hygiene and Choice (the “Choice Merger Agreement”).
Consummation of Certain Transactions. (a) The Company shall not execute and deliver the IPO Purchase Agreement, file the Certificate of Amendment with the Delaware Secretary of State or consummate the IPO unless, at such time, each of the following conditions shall have been satisfied or waived by the Series A Stockholders in accordance with Section 6.9:
(i) no preliminary or permanent injunction or other order, writ, judgment or decree by any Governmental Entity which would prevent the consummation of the transactions contemplated hereby shall have been issued and remain in effect;
(ii) no statute, rule, regulation or other Law shall have been enacted by any Governmental Entity which would prevent or make illegal the consummation of the transactions contemplated by this Agreement;
(iii) the Other Stockholder Agreements shall be in full force and effect in the form attached hereto or as modified in a manner which does not adversely affect the contemplated benefits of this Agreement to the Series A Stockholders;
(iv) all other actions to be taken by the Company prior to such time in connection with the transactions contemplated by this Agreement shall have been taken to the reasonable satisfaction of the MDCP Representative and the Blackstone Representative; and
(v) there shall not have been (i) a reasonable objection in writing to the initial public offering price per share of New Common Stock, or (ii) a reasonable objection in writing to any other terms and conditions of the IPO Purchase Agreement, in each case, delivered to the Company by both of Madison Dearborn Capital Partners III, L.P. and Blackstone CCC Capital Partners L.P.
(b) The Company shall not be obligated to execute and deliver the IPO Purchase Agreement, to file the Certificate of Amendment with the Delaware Secretary of State or to consummate the IPO unless, at such time, each of the following conditions shall have been satisfied or waived by the Company in accordance with Section 6.9:
(i) no preliminary or permanent injunction or other order, writ, judgment or decree by any Governmental Entity which would prevent the consummation of the transactions contemplated hereby shall have been issued and remain in effect;
(ii) no statute, rule, regulation or other Law shall have been enacted by any Governmental Entity which would prevent or make illegal the consummation of the transactions contemplated by this Agreement;
(iii) the Other Stockholder Agreements shall be in full force and effect;
(iv) all other actions to be taken by the...
