Consummation of the Acquisition. On or prior to the Closing Date, there shall have been delivered to the Administrative Agent true and correct copies of all Acquisition Documents, certified as such by an appropriate officer of the Borrower, and all terms and conditions of the Acquisition Documents shall be in form and substance reasonably satisfactory to the Lead Arrangers. The Acquisition, including all of the terms and conditions thereof and including, without limitation, the Merger, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior to the consummation of the Merger), the Target and each other Group Company party thereto, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent to the Group Companies’ obligations to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied to the reasonable satisfaction of the Lead Arrangers or waived with the consent of the Lead Arrangers, and, on or prior to the Closing Date and prior to the borrowing of the initial Loans, the Acquisition shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with all applicable laws and the Acquisition Documents (without giving effect to any material amendment or modification thereof or material waiver with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosur...
Consummation of the Acquisition. The Acquisition shall have been (or shall substantially concurrently with the Closing be) consummated.
Consummation of the Acquisition. The Colomer Acquisition shall have been consummated or shall be consummated simultaneously with or immediately following the Closing Date substantially in accordance with the Acquisition Agreement and all exhibits thereto (without giving effect to any amendment, modification or waiver thereof or any consent thereunder (including any change in the purchase price) in a manner that is materially adverse to the interests of the Lenders in their capacities as such without the prior consent of the Arrangers, which consent shall not be unreasonably withheld or delayed). For purposes of the foregoing condition, any reduction in the purchase price (other than pursuant to any purchase price or similar adjustment provision set forth in the Acquisition Agreement) in connection with the Acquisition Agreement shall not be deemed materially adverse to the interests of the Lenders if such reduction is less than 15% of the sum of the original purchase price plus any repayment or acquisition of debt set forth in the Acquisition Agreement. For the avoidance of doubt, (x) the exercise of any right of extension under Section 3.1 of the Acquisition Agreement as in effect on the Effective Date shall not be deemed to be an amendment, modification or waiver thereof or consent thereunder for purposes of this Section 9.1(c) so long as such extension does not extend beyond the Termination Date and (y) any extension of or delay in the date of the “Closing” (as defined in the Acquisition Agreement as in effect on the Effective Date) shall not be deemed to be an amendment, modification or waiver thereof or consent thereunder for purposes of this Section 9.1(c) so long as such extension does not extend beyond the Termination Date.
Consummation of the Acquisition. The Acquisition shall have been consummated substantially simultaneously with the initial Credit Extension hereunder in accordance with the terms of the Acquisition Agreement (and no provision of the Acquisition Agreement shall have been waived, amended, supplemented, or otherwise modified (including any consents thereunder) in a manner materially adverse to the Lenders without the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed, or conditioned)).
Consummation of the Acquisition. The terms of the Acquisition Agreement and all related documentation shall each be reasonably satisfactory to the Lenders. The Acquisition shall have been consummated, or shall be consummated substantially simultaneously with, the initial borrowings of the Tranche B Term Loans in all material respects in accordance with the terms of the Acquisition Agreement, without giving effect to any modifications, amendments, supplements, consents, waivers or requests that are materially adverse to the interests of the Lenders (it being understood that any modification, amendment, supplement, consent, waiver or request by the Company (or an affiliate of the Company) to the definition of Company Material Adverse Effect shall be deemed to be materially adverse to the interests of the Lenders), unless consented to in writing by the Arrangers (such consent not to be unreasonably withheld or delayed). Without limiting the generality of the preceding portion of this paragraph, (x) any modification, amendment, supplement, consent, waiver or request resulting in an increase in the Closing Cash Payment shall be deemed to be materially adverse to the interests of the Lenders unless any such increase is funded with equity of the Company or balance sheet cash, and (y) any modification, amendment, supplement, consent, waiver or request resulting in any decrease in the Closing Cash Payment shall be deemed to be materially adverse to the interests of the Lenders, unless any such decrease is accompanied by a dollar-for-dollar decrease in the Tranche B Term Facility.
Consummation of the Acquisition. Each of the Companies and Holdings will cause the closing of the LTC Merger to occur concurrently with the making of the Loans on the LTC Closing Date, and will not without the prior written consent of the Required Lenders waive any condition to its obligations to consummate the LTC Merger.
Consummation of the Acquisition. (i) The Acquisition shall have been consummated, or shall be consummated concurrently with the initial borrowings under this Agreement, in accordance with the terms of the Acquisition Documents and no provision thereof shall have been amended, modified or waived in any manner that is materially adverse to the Lenders, the Arrangers or the Bookrunners in their respective capacities as such without the consent of the Arrangers.
(ii) The Administrative Agent shall have received a fully executed or conformed copy of each Acquisition Document. Each Acquisition Document shall be in full force and effect.
(iii) There shall not have occurred, since December 31, 2012, a Target Material Adverse Effect.
Consummation of the Acquisition. On the Closing Date, the Acquisition shall be consummated concurrently with the closing hereunder.
Consummation of the Acquisition. The Purchase shall be consummated concurrently with the occurrence of the Closing Date in accordance with the Acquisition Agreement, without amendment, modification or waiver thereof which is adverse to the Lenders in any material respect (including, without limitation, the Material Adverse Change (as defined in the Acquisition Agreement) condition set forth in the Acquisition Agreement) without the prior consent of the Administrative Agent, all as certified in the Closing Date Certificate.
Consummation of the Acquisition. On or prior to the Restatement ------------------------------- Effective Date, there shall have been delivered to the Lenders a true and correct copy of the Acquisition Agreement and the other Acquisition Documents, and all terms of the Acquisition Agreement and the other Acquisition Documents shall be satisfactory in form and substance to the Administrative Agent and the Required Lenders. The Acquisition Agreement (and the transactions contemplated thereby) shall have been duly approved by the board of directors and (if required by applicable law) the stockholders of the Borrower, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. Each of the conditions precedent to the obligation of the parties to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied, or waived, all to the satisfaction of the Administrative Agent, and concurrently with the making of Loans on the Restatement Effective Date, the Acquisition shall have been consummated in accordance with the Acquisition Documents and all applicable laws, rules and regulations.
