Consummation of Tender Offer. All of the conditions to the purchase of the Securities pursuant to the Tender Offer Documents shall have been satisfied, and none of such conditions shall have been amended, supplemented or waived except with the consent of the Agent and the Majority Banks.
Consummation of Tender Offer. The Administrative Agent shall be satisfied that (a) the Parent has acquired pursuant to the Tender Offer free and clear of any Liens at least 80% of all outstanding Shares of the common stock of the Borrower, (b) that the depository for the Parent shall have certified to the Administrative Agent (i) that as of midnight, New York City time, on Wednesday, August 27, 1997, not less than 80% of the Shares of common stock of the Borrower outstanding on July 24, 1997, have been tendered pursuant to the Tender Offer, (ii) that such depository shall deliver to the Administrative Agent no later than 5:00 p.m. New York City time on Friday, August 29, 1997, a certificate representing all Shares of the common stock of the Borrower tendered by midnight, New York City time, on Wednesday, August 27, 1997, and (iii) that such depository shall deliver to the Administrative Agent by 5:00 p.m. New York City time on Friday, September 5, 1997, a certificate representing all Shares of the commons stock of the Borrower tendered pursuant to the guaranteed delivery provisions of the Tender Offer, (c) the Parent is able to have and exercise voting power for the election of at least a majority of the board of directors of the Borrower, (d) the Shares to be purchased (and the certificates representing such Shares, other than book-entry Shares which have been deposited with a book-entry transfer Facility) shall have been validly tendered to the Parent, free of all restrictions to purchase imposed by applicable law or otherwise, and such Shares shall not have been withdrawn and shall be available for purchase in accordance with the terms and conditions set forth in the Purchase Agreement, (e) the consummation of the Tender Offer will not violate or cause a default under any applicable law, statute, rule or regulation or any material agreement or right of the Parent, the Borrower or any of their Subsidiaries or the Borrower, and (f) the Boards of Directors of the Borrower and the Parent have not sought to withdraw, modify or terminate their approval of the Purchase Agreement or any of the transactions contemplated thereby.
Consummation of Tender Offer. At the Closing Time, the Tender Offer shall have been consummated in accordance with its terms.
Consummation of Tender Offer. (i) The Existing Senior Subordinated Notes tendered pursuant to the Tender Offer shall have been accepted for payment in a manner reasonably satisfactory to Administrative Agent and in compliance in all material respects with all applicable laws and regulations, (ii) Administrative Agent shall have received from Borrower evidence satisfactory to Administrative Agent that, on the Closing Date, after giving effect to the transactions contemplated by the Loan Documents and the Tender Offer, the Tender Costs shall have been paid, (iii) Administrative Agent shall have received from Borrower evidence satisfactory to Administrative Agent that, on the Closing Date, after giving effect to the transactions contemplated by the Loan Documents, the Parent Cash Dividend shall have been or will be paid to Parent, and (iv) the Existing Senior Subordinated Note Indenture shall have been modified in a manner satisfactory to Administrative Agent.
Consummation of Tender Offer. On the terms and subject to the conditions of the Tender Offer and this Agreement (including Section 2.01(e)), LOKB shall consummate the Tender Offer and acquire one hundred percent (100%) of each class of then issued and allotted Navitas Ireland Shares (whether pursuant to the Tender Offer, the compulsory acquisition procedure provided under Section 457 of the Companies Act or otherwise) promptly after the Offer Expiration Time, as it may be extended in accordance with Section 2.01(c) (the “Acceptance Time”); provided that LOKB shall promptly after the Acceptance Time (and in any event, within two (2) Business Days thereafter) issue (A) the applicable number of shares of LOKB Class A Common Stock equal to the applicable Navitas Ireland Exchange Ratio and (B) the contingent right to receive the applicable Earnout Shares in accordance with Section 4.03, in each case, without interest (collectively, the “Per Share Tender Offer Consideration”) for each Navitas Ireland Share validly tendered and not validly withdrawn pursuant to the Tender Offer. The applicable Per Share Tender Offer Consideration shall be issued to the applicable holders of Navitas Ireland Shares upon the terms and subject to the conditions of the Tender Offer. To the extent that any Per Share Tender Offer Consideration is issued with respect to Navitas Ireland Restricted Shares, any LOKB Class A Common Stock issued as consideration therefor shall continue to be governed by the same terms and conditions (including vesting and repurchase terms) as were applicable to the corresponding Navitas Ireland Restricted Shares immediately prior to the Acceptance Time, except to the extent such terms or conditions are rendered inoperative by the Tender Offer and any related transactions.
Consummation of Tender Offer. (i) The Tender Offer shall ---------------------------- have been consummated pursuant to the terms and conditions of the Acquisition Documents (without any waiver or amendment of any term or condition therein not consented to by the Requisite Lenders) and in compliance with all applicable laws and with all necessary consents and approvals, (ii) each of the conditions to purchase the Target Shares contained in the Acquisition Documents shall have been satisfied in all material respects to the satisfaction of Agent; provided, however, that any waiver of any condition by any party to -------- ------- the Merger Agreement shall not constitute a waiver by Agent for purposes of this condition, and (iii) Agent shall be satisfied that there are no state takeover laws and no supermajority charter provisions applicable to the Acquisition, or that any conditions to avoiding such restrictions have been satisfied.
Consummation of Tender Offer. Merger Sub shall have acquired not less than the Minimum Shares pursuant to the Tender Offer, and all other aspects of the Tender Offer shall have been consummated pursuant to the Acquisition Documents, no provision of which shall have been amended, supplemented, waived or otherwise modified in any material respect without the prior written consent of the Agents.
Consummation of Tender Offer. The Tender Offer shall have been, or shall be, consummated on or before the Closing Date pursuant to the Merger Agreement and in compliance with all applicable law and regulatory approvals.
Consummation of Tender Offer. The Tender Offer shall have been consummated on or before the Closing Date pursuant to and in accordance with the terms the Tender Offer Documents (including at a price per Share of not more than $16.25), applicable law and regulatory approvals, except for payment for the tendered Shares. None of the Tender Offer Documents shall have been amended or otherwise modified or supplemented in any respect or any condition therein waived without the prior written consent of the Administrative Agent.
Consummation of Tender Offer. MINIMUM SHARES. Contemporaneously with the application of the proceeds of the initial Loans to be made on the Closing Date, the Tender Offer shall have been consummated in all material respects in accordance with the Tender Offer Materials and no condition to the Tender Offer shall have been waived without the consent of Agents. Not less than the Minimum Shares shall have been tendered and accepted for payment in the Tender Offer; the depository shall have delivered a certificate as to the number of shares of DAH Common Stock being held by it that have been validly tendered and not withdrawn as of the Closing Date and Company shall have delivered an Officer's Certificate as to the total number of shares of DAH Common Stock outstanding on a fully diluted basis as of the Closing Date.
